Exhibit 10.01


 


	
     

	
    AMENDED
    AND RESTATED CREDIT AGREEMENT

     

    

    dated as of

    

    

     

    April 5, 2021

    

    

     

    among

    

    

     

    TENNANT COMPANY
 

    The Foreign Subsidiary Borrowers Party Hereto

     

    

    The Lenders Party Hereto

     

    

    and

     

    JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

     

    HSBC BANK USA, NATIONAL ASSOCIATION,

    and

    U.S. BANK NATIONAL ASSOCIATION,

    as Co-Syndication Agents

     

    and

     

    BANK OF THE WEST, BMO HARRIS BANK, N.A.,

    and WELLS FARGO BANK, NATIONAL ASSOCIATION,

    as Co-Documentation Agents

     

    


 





    

	 	 	 
	
    JPMORGAN CHASE BANK, N.A.,

    HSBC BANK USA, NATIONAL ASSOCIATION,

    and

    U.S. BANK NATIONAL ASSOCIATION,

    as Joint Bookrunners and Joint Lead Arrangers

     








 






     


     


    

 


TABLE OF CONTENTS


 


	 	Page

	ARTICLE I Definitions	1
	SECTION 1.01. Defined Terms	1
	SECTION 1.02. Classification of Loans and Borrowings	41
	SECTION 1.03. Terms Generally	41
	SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations	42
	SECTION 1.05. Interest Rates; LIBOR Notification	43
	SECTION 1.06. Divisions	43
	SECTION 1.07. Amendment and Restatement of Existing Credit Agreement; General Reaffirmations; Existing Loan Documents	44
	ARTICLE II The Credits	45
	SECTION 2.01. Commitments	45
	SECTION 2.02. Loans and Borrowings	45
	SECTION 2.03. Requests for Borrowings	46
	SECTION 2.04. Determination of Dollar Amounts	47
	SECTION 2.05. Swingline Loans	47
	SECTION 2.06. Letters of Credit	48
	SECTION 2.07. Funding of Borrowings	53
	SECTION 2.08. Interest Elections	54
	SECTION 2.09. Termination and Reduction of Commitments	55
	SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt	56
	SECTION 2.11. Prepayment of Loans	57
	SECTION 2.12. Fees	59
	SECTION 2.13. Interest	60
	SECTION 2.14. Alternate Rate of Interest	60
	SECTION 2.15. Increased Costs	63
	SECTION 2.16. Break Funding Payments	64
	SECTION 2.17. Taxes	65
	SECTION 2.18. Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs	68
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders	71
	SECTION 2.20. Expansion Option	72
	SECTION 2.21. (Intentionally omitted)	73
	SECTION 2.22. Judgment Currency	73
	SECTION 2.23. Designation of Foreign Subsidiary Borrowers	73
	SECTION 2.24. Defaulting Lenders	74
	ARTICLE III Representations and Warranties	76
	SECTION 3.01. Organization; Powers; Subsidiaries	76
	SECTION 3.02. Authorization; Enforceability	76
	SECTION 3.03. Governmental Approvals; No Conflicts	77
	SECTION 3.04. Financial Condition; No Material Adverse Change	77
	SECTION 3.05. Properties	77
	SECTION 3.06. Litigation and Environmental Matters	77
	SECTION 3.07. Compliance with Laws and Agreements	78
	SECTION 3.08. Investment Company Status	78



 






     


     


    

 


Table of Contents


(continued)


 


	 	Page

	 	 
	SECTION 3.09. Taxes	78
	SECTION 3.10. ERISA	78
	SECTION 3.11. Disclosure	78
	SECTION 3.12. Federal Reserve Regulations	78
	SECTION 3.13. Liens	78
	SECTION 3.14. No Default	78
	SECTION 3.15. Anti-Corruption Laws and Sanctions	79
	SECTION 3.16. Insurance	79
	SECTION 3.17. Security Interest in Collateral	79
	SECTION 3.18. Use of Proceeds	79
	SECTION 3.19. Solvency	79
	SECTION 3.20. Affected Financial Institutions	80
	SECTION 3.21. Plan Assets; Prohibited Transactions	80
	ARTICLE IV Conditions	80
	SECTION 4.01. Restatement Effective Date	80
	SECTION 4.02. Each Other Credit Event	82
	SECTION 4.03. Designation of a Foreign Subsidiary Borrower	82
	ARTICLE V Affirmative Covenants	83
	SECTION 5.01. Financial Statements and Other Information	83
	SECTION 5.02. Notices of Material Events	84
	SECTION 5.03. Existence; Conduct of Business	85
	SECTION 5.04. Payment of Obligations	85
	SECTION 5.05. Maintenance of Properties; Insurance	85
	SECTION 5.06. Books and Records; Inspection Rights	86
	SECTION 5.07. Compliance with Laws	86
	SECTION 5.08. Use of Proceeds	86
	SECTION 5.09. Subsidiary Guaranty; Pledges; Additional Collateral; Further Assurances	87
	SECTION 5.10. Lender Call and Narrative Discussions	87
	ARTICLE VI Negative Covenants	88
	SECTION 6.01. Indebtedness	88
	SECTION 6.02. Liens	90
	SECTION 6.03. Fundamental Changes and Asset Sales	91
	SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions	92
	SECTION 6.05. Swap Agreements	94
	SECTION 6.06. Restricted Payments	94
	SECTION 6.07. Transactions with Affiliates	95
	SECTION 6.08. Restrictive Agreements	95
	SECTION 6.09. Sale and Leasebacks	96
	SECTION 6.10. Financial Covenants	96
	ARTICLE VII Events of Default	96
	SECTION 7.01. Events of Default	96
	SECTION 7.02. Application of Payments	99



 








    ii


     


    

 


Table of Contents


(continued)


 





	 	Page

	ARTICLE VIII The Administrative Agent	100
	SECTION 8.01. Authorization and Action	100
	SECTION 8.02. Administrative Agent’s Reliance, Limitation of Liability, Etc.	102
	SECTION 8.03. Posting of Communications	103
	SECTION 8.04. The Administrative Agent Individually	104
	SECTION 8.05. Successor Administrative Agent	105
	SECTION 8.06. Acknowledgments of Lenders and Issuing Banks	106
	SECTION 8.07. Collateral Matters	107
	SECTION 8.08. Credit Bidding	108
	SECTION 8.09. Foreign Law Matters	109
	ARTICLE IX Miscellaneous	110
	SECTION 9.01. Notices	110
	SECTION 9.02. Waivers; Amendments	111
	SECTION 9.03. Expenses; Indemnity; Damage Waiver	114
	SECTION 9.04. Successors and Assigns	116
	SECTION 9.05. Survival	119
	SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution	119
	SECTION 9.07. Severability	121
	SECTION 9.08. Right of Setoff	121
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	121
	SECTION 9.10. WAIVER OF JURY TRIAL	122
	SECTION 9.11. Headings	123
	SECTION 9.12. Confidentiality	123
	SECTION 9.13. USA PATRIOT Act	124
	SECTION 9.14. Interest Rate Limitation	124
	SECTION 9.15. No Advisory or Fiduciary Responsibility	124
	SECTION 9.16. Appointment for Perfection	125
	SECTION 9.17. Releases of Subsidiary Guarantors	125
	SECTION 9.18. Acknowledgment and Consent to Bail-In of Affected Financial Institutions	126
	SECTION 9.19. Acknowledgment Regarding Any Supported QFCs	126
	SECTION 9.20. Certain ERISA Matters	127
	ARTICLE X Cross-Guarantee	128





 








    iii


     


    

 


Table of Contents


(continued)


 





	Page


	 
	SCHEDULES:
	
     

    Departing Lender Schedule

	Schedule 2.01	--	Commitments
	Schedule 3.01	--	Subsidiaries
	Schedule 6.01	--	Existing Indebtedness
	Schedule 6.02	--	Existing Liens
	Schedule 6.04(b) 	--	Existing Investments
	Schedule 6.07	--	Agreements
	Schedule 6.08	--	Existing Restrictions
	 
	EXHIBITS:
	Exhibit A 	--	 Form of Assignment and Assumption
	Exhibit B	--	 [Reserved]
	Exhibit C 	-- 	Form of Increasing Lender Supplement
	Exhibit D 	-- 	Form of Augmenting Lender Supplement
	Exhibit E 	-- 	List of Closing Documents
	Exhibit F-1 	-- 	Form of Borrowing Subsidiary Agreement
	Exhibit F-2 	-- 	Form of Borrowing Subsidiary Termination
	Exhibit G	--	Form of Subsidiary Guaranty
	Exhibit H	--	Form of Pledge and Security Agreement
	Exhibit I	--	[Reserved]
	Exhibit J-1 	--	 Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
	Exhibit J-2 	-- 	Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
	Exhibit J-3 	-- 	Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)
	Exhibit J-4 	-- 	Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)
	Exhibit K-1	--	Form of Borrowing Request
	Exhibit K-2	--	Form of Interest Election Request
	Exhibit L 	--	 Form of Promissory Note
	Exhibit M	--	Form of Solvency Certificate
	 





 








    iv


     


    

 


AMENDED
AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 5, 2021 among TENNANT COMPANY, the FOREIGN
SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative
Agent, HSBC BANK USA, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF THE WEST, BMO HARRIS
BANK, N.A., AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.


 


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 such Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined
by reference to the Alternate Base Rate.


 


“Acquisition Holiday”
has the meaning assigned to such term in Section 6.10(a).


 


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


 


“Adjusted LIBO Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period denominated in Dollars, an interest rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) 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. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder.


 


“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.


 


“Affected Foreign Subsidiary”
means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor would cause a Deemed Dividend Problem
or Financial Assistance Problem.


 


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


 


“Agent Party”
has the meaning assigned to such term in Section 9.01(e).


 









     


     


    

 



 


“Agreed Currencies”
means (i) Dollars, (ii) euro, and (iii) any other currency (x) that is a lawful currency (other than Dollars) that is readily available
and freely transferable and convertible into Dollars, (y) for which a LIBO Screen Rate is available in the Administrative Agent’s
determination and (z) that is agreed to by the Administrative Agent and each of the Revolving Lenders.


 


“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% and (c) the Adjusted LIBO Rate for a one month Interest Period in Dollars on such day (or if such day is
not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted
LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest
Period, the LIBO Interpolated Rate) at approximately 11:00 a.m. London time on such day. 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, respectively. If the Alternate Base Rate is being used as an alternate
rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant
to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference
to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than
1%, such rate shall be deemed to be 1% for purposes of this Agreement.


 


“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning
or relating to bribery or corruption.


 


“Anti-Money Laundering
Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules related to
terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable
provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,”
31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).


 


“Applicable Percentage”
means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, the percentage equal to a
fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving Commitments
of all Revolving Lenders (if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based
upon the Revolving Commitments most recently in effect, giving effect to any assignments), and (b) with respect to the Delayed Draw
Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s Delayed Draw Term Loan Commitment (or, once
the Delayed Draw Term Loans have been drawn, the outstanding principal amount of the Delayed Draw Term Loans) and the denominator of which
is the aggregate of all Delayed Draw Term Loan Commitments (or, once the Delayed Draw Term Loans have been drawn, the aggregate outstanding
principal amount of the Delayed Draw Term Loans of all Delayed Draw Term Lenders); provided that for each of the preceding clauses
(a) and (b), in the case of Section 2.24 when a Defaulting Lender shall exist, any such Defaulting Lender’s Commitments shall
be disregarded in the applicable calculation.


 


“Applicable Pledge
Percentage” means 100% but 65% in the case of a pledge by the Company or any Domestic Subsidiary of its Equity Interests in
an Affected Foreign Subsidiary.


 






    2 


     


    

 


“Applicable Rate”
means, for any day, with respect to any Eurocurrency Loan, any ABR Loan or the facility fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption “Eurocurrency Spread”, “ABR Spread”, or “Facility
Fee Rate”, as the case may be, based upon the Net Leverage Ratio applicable on such date:


 	 	 	Net Leverage Ratio:	 	Facility Fee Rate	 	 	Eurocurrency Spread	 	 	ABR Spread	 
	Category 1:	 	< 1.25 to 1.00	 	 	0.15	%	 	 	1.10	%	 	 	0.100	%
	Category 2:	 	> 1.25 to 1.00

    but

    < 2.00 to 1.00
	 	 	0.175	%	 	 	1.200	%	 	 	0.200	%
	Category 3:	 	> 2.00 to 1.00 but

                                   < 2.75 to 1.00
	 	 	0.200	%	 	 	1.300	%	 	 	0.300	%
	Category 4:	 	> 2.75 to 1.00

                                   but

                                   < 3.25 to 1.00
	 	 	0.250	%	 	 	1.500	%	 	 	0.500	%
	Category 5:	 	> 3.25 to 1.00
    	 	 	0.300	%	 	 	1.700	%	 	 	0.700	%





 


For purposes of the foregoing,


 


(i) if at any time
the Company fails to deliver the Financials on or before the date the Financials are due, Category 5 shall be deemed applicable for the
period commencing five (5) Business Days after the required date of delivery and ending on the date which is five (5) Business Days after
the Financials are actually delivered, after which the Category shall be determined in accordance with the table above as applicable;


 


(ii) adjustments,
if any, to the Category then in effect shall be effective five (5) Business Days after the Administrative Agent has received the applicable
Financials (it being understood and agreed that each change in Category 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); and


 


(iii) notwithstanding
the foregoing, Category 3 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable Financials
for the Company’s first fiscal quarter ending after the Restatement Effective Date (unless such Financials demonstrate that Category
4 or 5 should have been applicable during such period, in which case such other Category shall be deemed to be applicable during such
period) and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.


 


If at any time the Administrative
Agent determines that the financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement,
fraud or otherwise), the Company shall be required to retroactively pay any additional amount that the Company would have been required
to pay if such financial statements had been accurate at the time they were delivered.


 


“Approved
Electronic Platform” has the meaning assigned to it in Section 8.03(a).


 


“Approved Fund”
has the meaning assigned to such term in Section 9.04(b).


 






    3 


     


    

 


“Assignment and Assumption”
means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic
records generated by the use of an electronic platform) approved by the Administrative Agent.


 


“Attributable Receivables
Indebtedness” means, at any time, the principal amount of Indebtedness which (i) if a Permitted Receivables Facility is structured
as a lending agreement or other similar agreement, constitutes the principal amount of such Indebtedness or (ii) if a Permitted Receivables
Facility is structured as a purchase agreement or other similar agreement, would be outstanding at such time under the Permitted Receivables
Facility if the same were structured as a lending agreement rather than a purchase agreement or such other similar agreement (whether
such amount is described as “capital” or otherwise).


 


“Augmenting Lender”
has the meaning assigned to such term in Section 2.20.


 


“Availability”
means, at any time, an amount equal to (a) the aggregate Revolving Commitments minus (b) the Total Revolving Credit Exposure (calculated,
with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).


 


“Availability Period”
means the period from and including the Restatement Effective Date to but excluding the earlier of the Maturity Date and the date of termination
of the Revolving 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 clause (f) of Section 2.14.


 


“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 which
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)


 


“Banking Services”
means each and any of the following bank services provided to the Company or any Subsidiary by any Lender or any of its Affiliates: (a) credit
cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value cards,
(c) merchant processing services and (d) treasury management services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services).


 






    4 


     


    

 


“Banking Services Agreement”
means any agreement entered into by the Company or any Subsidiary in connection with Banking Services.


 


“Banking Services Obligations”
means any and all obligations of the Company or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking
Services.


 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto,
as hereafter amended.


 


“Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding,
or has had a receiver, 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 or
instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Benchmark”
means, initially, the Relevant Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition
or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to Relevant 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 clause (b) or clause (c) of Section 2.14.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Agreed Currency other than
Dollars or euro, “Benchmark Replacement” shall mean the alternative set forth in (3) below:


 


(1) (A) in the case of any Loan
denominated in Dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment,


 


(B) in the case of
any Loan denominated in euro, the sum of (a) Term ESTR and (b) the related Benchmark Replacement Adjustment,


 


(2) (A) in the case of any Loan
denominated in Dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment,


 


(B) in the case of
any Loan denominated in euro, the sum of (a) Daily Simple ESTR and (b) the related Benchmark Replacement Adjustment,


 


(3) the sum of: (a) 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 (i) any selection or recommendation of a replacement
benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or
then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated
credit facilities denominated in the applicable Agreed Currency at such time and (b) the related Benchmark Replacement
Adjustment;


 






    5 


     


    

 


provided that, in the
case of clause (1)(A) or (1)(B), 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, (x) with
respect to a Loan denominated in Dollars, 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 (1)(A) of this definition (subject to the first proviso above), and (y) with respect to a Loan denominated
in euro, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term ESTR
Transition Event, and the delivery of a Term ESTR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement”
shall revert to and shall be deemed to be the sum of (a) Term ESTR and (b) the related Benchmark Replacement Adjustment, as set forth
in clause (1)(B) of this definition (subject to the first proviso above).


 


If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) 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:


 


(1) for purposes of clauses
(1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined
by the Administrative Agent:


 


(a) 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;


 


(b) 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


 


(2) for purposes of clause
(3) 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 and/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
syndicated credit facilities denominated in the applicable Agreed Currency at such time;


 






    6 


     


    

 


provided that, in the
case of clause (1) 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 reasonably decides 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 reasonably 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).


 


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


 


(1) in the case of clause (1)
or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication
of information referenced therein and (b) 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);


 


(2) in the case of clause (3)
of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced
therein;


 


(3) in the case of a Term SOFR
Transition Event or a Term ESTR Transition Event, as applicable, the date that is thirty (30) days after the date a Term SOFR Notice or
a Term ESTR Notice, as applicable, is provided to the Lenders and the Company pursuant to Section 2.14(c); or


 


(4) in the case of an Early
Opt-in Election, the sixth (6th) 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 (5th) 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 (1)
or (2) 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).


 






    7 


     


    

 


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


 


(1) 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);


 


(2) 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, 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), in each case 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


 


(3) 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, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date
pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark
Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section
2.14.


 


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


 


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


 


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


 






    8 


     


    

 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.


 


“Blocking
Regulation” has the meaning assigned to it in Section 3.15.


 


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


 


“Borrower”
means the Company or any Foreign Subsidiary Borrower.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to
which a single Interest Period is in effect or (b) a Delayed Draw Term Loan of the same Type and Class, made, converted or continued on
the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect or (c) a Swingline Loan.


 


“Borrowing Request”
means a request by any Borrower for a Borrowing in accordance with Section 2.03 in the form attached hereto as Exhibit K-1.


 


“Borrowing Subsidiary
Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.


 


“Borrowing Subsidiary
Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit F-2.


 


“Business Day”
means, as applicable, (A) any day (other than a Saturday or a Sunday) on which banks are open for business in New York City, (B) in relation
to the calculation or computation of LIBOR, any day (other than a Saturday or a Sunday) on which banks are open for business in London,
and (C) any day which is a TARGET Day.


 


“Capital Lease Obligations”
of any Person means, subject to Section 1.04(c) hereof, 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 or financing 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.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof),
of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity
Interests of 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 neither (i) nominated by the board of directors of the Company nor (ii) approved by directors so nominated or approved;
(c) the occurrence of a change in control, or other similar provision, as defined in any agreement or instrument evidencing any Material
Indebtedness (triggering a default or mandatory prepayment, which default or mandatory prepayment has not been waived in writing) or (d) the
Company ceases to own, directly or indirectly, and Control 100% (other than directors’ qualifying shares) of the ordinary voting
and economic power of any Foreign Subsidiary Borrower.


 






    9 


     


    

 


“Change in Law”
means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes
a Lender), 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, rules, guideline, requirement or directive (whether or not having the force
of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in
connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and 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, issued or implemented.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Delayed Draw Term Loans or Swingline Loans.


 


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


 


“Co-Documentation Agent”
means each of Bank of the West, BMO Harris Bank, N.A., and Wells Fargo Bank, National Association in its capacity as co-documentation
agent for the credit facility evidenced by this Agreement.


 


“Co-Syndication Agent”
means each of HSBC Bank USA, National Association and U.S. Bank National Association in its capacity as syndication agent for the credit
facilities evidenced by this Agreement.


 


“Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of
any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor
of Administrative Agent, on behalf of itself and the Secured Parties, to secure the Secured Obligations.


 


“Collateral Documents”
means, collectively, the Security Agreement, each Pledge Agreement and all other agreements, instruments and documents executed in connection
with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation,
all other security agreements, pledge agreements, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney,
consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether heretofore,
now, or hereafter executed by the Company or any of its Subsidiaries and delivered to the Administrative Agent.


 


“Commitment”
means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and Delayed Draw Term Loan Commitment. The initial
amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or other documentation
contemplated hereby pursuant to which such Lender shall have assumed its Commitment, as applicable.


 


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


 


“Communications”
has the meaning assigned to such term in Section 8.03(c).


 






    10 


     


    

 


“Company”
means Tennant Company, a Minnesota corporation.


 


“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
Capital Expenditures” means, without duplication, any expenditures for any purchase or other acquisition of any asset which
would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance
with GAAP.


 


“Consolidated EBITDA”
means, with reference to any period, Consolidated Net Income plus, without duplication and to the extent deducted from revenues
in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization, (v) all unusual, nonrecurring or extraordinary non-cash losses, charges or expenses (including to the extent related
to impairment of goodwill), (vi) cash restructuring charges of not more than $10,000,000 for any period of four consecutive fiscal quarters,
(vii) non-cash expenses related to stock based compensation minus, to the extent included in Consolidated Net Income, (viii) interest
income, (ix) all unusual, nonrecurring or extraordinary non-cash gains and income and (x) demonstrable cost savings, operating expenses
reductions and cost synergies (in each case, net of continued associated expenses) related to business combinations, acquisitions, divestures,
restructuring, cost saving initiatives, and other similar transactions that are reasonably identifiable and factually supportable and
expected to be realized (in the good faith determination of the Company), within eighteen (18) months after such transaction or initiative
has been consummated, net of the amount of actual benefits realized during such Reference Period (as defined below) from such actions,
provided that (A) such cost savings, operating expense reductions and cost synergies have been reasonably detailed by the
Company in the applicable compliance certificate delivered pursuant to Section 5.01(c) for such Reference Period, and (B) if any
cost savings, operating expense reductions or cost synergies included in any pro forma calculations based on the anticipation that such
cost synergies, operating expense reductions or cost savings will be achieved by such date shall at any time cease to be reasonably anticipated
by the Company to be so achieved, then on and after such time pro forma calculations required to be made under the terms of this Agreement
shall not reflect such cost synergies, operating expense reductions or cost savings, all determined in accordance with GAAP for such period;
provided, further that the aggregate amount of such cost synergies, operating expense reductions or cost savings added back
in reliance on this clause (x) in any Reference Period shall not exceed fifteen percent (15%) of Consolidated EBITDA for such Reference
Period (calculated before giving effect to any addbacks and adjustments under this clause (x)), all calculated for the Company and its
Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four
consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time during such Reference Period the Company
or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such
Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period,
and (ii) if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for
such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first
day of such Reference Period. As used in this definition, “Material Acquisition” means any acquisition of property
or series of related acquisitions of property that (a) constitutes (i) assets comprising all or substantially all or any significant portion
of a business or operating unit of a business, or (ii) all or substantially all of the common stock or other Equity Interests of a Person,
and (b) involves the payment of consideration by the Company and its Subsidiaries in excess of $25,000,000; and “Material Disposition”
means any sale, transfer or disposition of property or series of related sales, transfers, or dispositions of property that yields gross
proceeds to the Company or any of its Subsidiaries in excess of $25,000,000.


 






    11 


     


    

 


“Consolidated Interest
Expense” means, with reference to any period, the interest expense (including without limitation interest expense under Capital
Lease Obligations that is treated as interest in accordance with GAAP) of the Company and its Subsidiaries calculated on a consolidated
basis for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries allocable to such period in accordance
with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit
and bankers acceptance financing and net costs under interest rate Swap Agreements to the extent such net costs are allocable to such
period in accordance with GAAP). In the event that the Company or any Subsidiary shall have completed a Material Acquisition or a Material
Disposition since the beginning of the relevant period, Consolidated Interest Expense shall be determined for such period on a pro forma
basis as if such acquisition or disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of
such period.


 


“Consolidated Net Income”
means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated in accordance with GAAP on
a consolidated basis (without duplication) for such period; provided, that there shall be excluded any non-cash gain (or loss)
attributable to the mark-to-market movement in the valuation of hedging obligations or other derivative instruments pursuant to FASB Accounting
Standards Codification 815-Derivatives and Hedging or mark-to-market movement of other financial instruments pursuant to FASB Accounting
Standards Codification 825-Financial Instruments in such period, except that any cash payments or receipts relating to transactions realized
in a given period shall be taken into account in such period; provided, further, that there shall be excluded any income
(or loss) of any Person other than the Company or a Subsidiary, but any such income so excluded may be included in such period or any
later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Company or any wholly-owned
Subsidiary of the Company.


 


“Consolidated Net Indebtedness”
means, on any date, with respect to the Company and its Subsidiaries, (a) Consolidated Total Indebtedness on such date minus
(b) the amount by which the sum of 100% of Unrestricted Domestic Cash plus 75% of Unrestricted Foreign Cash on such date exceeds
$5,000,000 (provided that the amount under this clause (b) shall not exceed $80,000,000 in the aggregate).


 


“Consolidated Total
Assets” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries calculated in accordance
with GAAP on a consolidated basis as of such date.


 


“Consolidated Total
Indebtedness” means at any time the sum, without duplication, of (a) the aggregate Indebtedness of the Company and its Subsidiaries
calculated on a consolidated basis as of such time in accordance with GAAP, (b) the aggregate amount of Indebtedness of the Company and
its Subsidiaries relating to the maximum drawing amount of all letters of credit outstanding and bankers acceptances and (c) Indebtedness
of the type referred to in clauses (a) or (b) hereof of another Person guaranteed by the Company or any of its Subsidiaries. For the avoidance
of doubt, Consolidated Total Indebtedness includes all Attributable Receivables Indebtedness.


 


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


 


“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.


 






    12 


     


    

 


“Covered Entity”
means any of the following:


 


(i)       a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii)      a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)     a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning assigned to it in Section 9.19.


 


“Credit Event”
means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


“Credit Exposure”
means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Credit Exposure at such time, plus (b) an
amount equal to the aggregate principal amount of its Delayed Draw Term Loans outstanding at such time.


 


“Credit Party”
means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.


 


“Daily Simple ESTR”
means, for any day, ESTR, 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 ESTR” 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.


 


“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.


 


“Deemed Dividend Problem”
means, with respect to any Foreign Subsidiary, such Foreign Subsidiary’s accumulated and undistributed earnings and profits being
deemed to be repatriated to the Company or the applicable parent Domestic Subsidiary under Section 956 of the Code and the effect of such
repatriation causing adverse tax consequences to the Company or such parent Domestic Subsidiary, in each case as determined by the Company
in its commercially reasonable judgment acting in good faith and in consultation with its legal and tax advisors.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.


 






    13 


     


    

 


“Defaulting Lender”
means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over 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 and including the particular default, if any) has not been satisfied, (b) has notified the Company 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 and including the particular default, if any) to funding a Loan under
this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three
(3) Business Days after request by a Credit Party, acting 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) to fund prospective Loans and
participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to
be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance
satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.


 


“Departing Lender”
means each lender under the Existing Credit Agreement immediately prior to the Restatement Effective Date that does not have a Commitment
hereunder and is identified on the Departing Lender Schedule hereto.


 


“Departing Lender Schedule”
means the Schedule identifying each Departing Lender as of the Restatement Effective Date attached hereto and identified as such.


 


“Delayed Draw Term
Lender” means, as of any date of determination, each Lender having a Delayed Draw Term Loan Commitment or that holds Delayed
Draw Term Loans.


 


“Delayed Draw Term
Loan Commitment” means (a) as to any Delayed Draw Term Lender, the aggregate commitment of such Delayed Draw Term Lender
to make Delayed Draw Term Loans as set forth on Schedule 2.01 or in the most recent Assignment Agreement or other documentation contemplated
hereby executed by such Delayed Draw Term Lender and (b) as to all Delayed Draw Term Lenders, the aggregate commitment of all Delayed
Draw Term Lenders to make Delayed Term Loans, which aggregate commitment shall be $100,000,000 as of the Restatement Effective Date. After
advancing the Delayed Draw Term Loans, which, for the avoidance of doubt, shall be borrowed in a single advance, each reference to a Delayed
Draw Term Lender’s Term Loan Commitment shall refer to that Delayed Draw Term Lender’s Applicable Percentage of the Delayed
Draw Term Loans.


 


“Delayed Draw Term
Loan Commitment Period” means the period commencing on the Restatement Effective Date and ending on the Delayed Draw Term Loan
Termination Date.


 


“Delayed Draw Term
Loans” means the Delayed Draw Term Loans made pursuant to Section 2.01(b) during the Delayed Draw Term Loan Commitment Period.


 


“Delayed Draw Term
Loan Termination Date” means the earliest to occur of (a) June 4, 2021, (b) the date on which the Delayed Draw Term Loan Commitment
is terminated pursuant to Section 2.09 and (c) the date on which any Delayed Draw Term Loans are made pursuant to Section 2.01(b).


 


“Dollar
Amount” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such
amount, (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined by using the
rate of exchange for the purchase of Dollars with the Foreign Currency last provided (either by publication or otherwise provided to
the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if
such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with the Foreign Currency,
as provided by such other publicly available information service which provides that rate of exchange at such time in place of
Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide
such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of
determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the
equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems
appropriate in its sole discretion.


 






    14 


     


    

 


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


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the United States of America.


 


“Dutch Pledge Agreement”
means that certain Deed of Disclosed Pledge Over Partnership Interests TCO C.V., dated April 4, 2017, by and among the Company, TCO C.V.
and the Administrative Agent.


 


“Early Opt-in Election”
means, with respect to any Agreed Currency, the occurrence of:


 


(1)        (i)
a determination by the Administrative Agent or (ii) a notification by the affected Required Lenders to the Administrative Agent (with
a copy to the Company) that the affected Required Lenders have determined that syndicated credit facilities denominated in the applicable
Agreed Currency being executed at such time, or that include language similar to that contained in Section 2.14 are being executed or
amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate, and


 


(2)        (i)
the election by the Administrative Agent or (ii) the election by the affected Required Lenders to declare that an Early Opt-in Election
for such Agreed Currency has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election
to the Company and the Lenders or by the affected Required Lenders of written notice of such election to the Administrative Agent.


 


“ECP” means
an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated
thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC (collectively, and as now or hereafter
in effect, the “ECP Rules”).


 


“ECP Rules”
has the meaning assigned to such term in the definition of “ECP.”


 


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


 






    15 


     


    

 


“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”
as used herein or in any Loan Documents, means April 4, 2017, in reference to the effective date of the Existing Credit Agreement.


 


“Electronic Signature”
means an electronic 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.


 


“Electronic System”
means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and
any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and
the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or
other security system.


 


“Eligible Foreign Subsidiary”
means any Foreign Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders.


 


“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.


 


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


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust
or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest.


 


“Equivalent
Amount” means, for any amount of any Foreign Currency, at the time of determination thereof, (a) if such amount is
expressed in such Foreign Currency, such amount and (b) if such amount is expressed in Dollars, the equivalent of such amount in
such Foreign Currency determined by using the rate of exchange for the purchase of such Foreign Currency with Dollars last provided
(either by publication or otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New
York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a
rate of exchange for the purchase of such Foreign Currency with Dollars, as provided by such other publicly available information
service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole
discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in
Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole
discretion).


 






    16 


     


    

 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section
414(b) or (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 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) the failure to satisfy the “minimum
funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), 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) 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; (e) the receipt by the Company or any ERISA Affiliate 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; (f) the
incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the
Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition
upon the Company or any of its ERISA Affiliates 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.


 


“ESTR” means,
with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR Administrator
on the ESTR Administrator’s Website.


 


“ESTR Administrator”
means the European Central Bank (or any successor administrator of the Euro Short Term Rate).


 


“ESTR Administrator’s
Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor source for
the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.


 


“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.


 


“EURIBOR
Interpolated Rate” means, at any time, with respect to any Eurocurrency Borrowing denominated in euro and for any Interest
Period, the rate per annum (rounded to the same number of decimal places as the EURIBOR Screen Rate) determined by the
Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that
results from interpolating on a linear basis between: (a) the EURIBOR Screen Rate for the longest period (for which the EURIBOR
Screen Rate is available for euro) that is shorter than the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate
for the shortest period (for which the EURIBOR Screen Rate is available for euro) that exceeds the Impacted EURIBOR Rate Interest
Period, in each case, at such time; provided that, if any EURIBOR Interpolated Rate shall be less than 0%, such rate shall be
deemed to be 0% for the purposes of this Agreement.


 






    17 


     


    

 


“EURIBOR Rate”
means, with respect to any Eurocurrency Borrowing denominated in euro and for any Interest Period, the EURIBOR Screen Rate at approximately
11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided that, if the EURIBOR Screen Rate
shall not be available at such time for such Interest Period (an “Impacted EURIBOR Rate Interest Period”) with respect
to euro then the EURIBOR Rate shall be the EURIBOR Interpolated Rate.


 


“EURIBOR Screen Rate”
means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration
of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator)] on page
EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page
of such other information service which publishes that rate from time to time in place of Thomson Reuters as of 11:00 a.m. Brussels time
two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative
Agent may specify another page or service displaying the relevant rate after consultation with the Company. If the EURIBOR Screen Rate
shall be less than 0%, the EURIBOR Screen Rate shall be deemed to be 0% for purposes of this Agreement.


 


“euro” and/or
 “EUR” means the single currency of the Participating Member States.


 


“Eurocurrency”,
when used in reference to a currency means euro as an Agreed Currency, and when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO
Rate or the Adjusted EURIBOR Rate.


 


“Eurocurrency Payment
Office” of the Administrative Agent means, for each Foreign Currency, the office, branch, affiliate or correspondent bank of
the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and each Lender.


 


“Event of Default”
has the meaning assigned to such term in Section 7.01.


 


“Excluded Swap Obligation”
means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of
such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute
an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Specified
Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or
becomes illegal.


 


“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) 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, Letter of Credit or
Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in
the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by any Borrower under Section 2.19(b)) or
(ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in
a Loan, Letter of Credit 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 2.17(f) and (d) any withholding Taxes imposed under FATCA.


 






    18 


     


    

 


“Existing Credit Agreement”
means that certain Credit Agreement, dated as of April 4, 2017, by and among the Company, the foreign subsidiary borrowers from time to
time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent, as amended, supplemented
or otherwise modified prior to the date hereof.


 


“Existing Loan Documents”
means any Loan Documents that were executed or delivered prior to the Restatement Effective Date in connection with the Existing Credit
Agreement (in each case, as amended, restated, supplemented or otherwise modified prior to the date hereof).


 


“FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or 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 depository
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. For the avoidance of doubt, if the Federal Funds Effective
Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Financial Assistance
Problem” means, with respect to any Foreign Subsidiary, the inability of such Foreign Subsidiary to become a Subsidiary Guarantor
or to permit its Equity Interests or other assets from being pledged pursuant to the Security Agreement or a Pledge Agreement on account
of legal or financial limitations imposed by the jurisdiction of organization of such Foreign Subsidiary or other relevant jurisdictions
having authority over such Foreign Subsidiary, in each case as determined by the Company in its commercially reasonable judgment acting
in good faith and in consultation with its legal and tax advisors.


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or controller of the Company.


 


“Financials”
means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Company and its Subsidiaries
required to be delivered pursuant to Section 5.01(a) or 5.01(b).


 


“First-Tier
Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Company and its Domestic
Subsidiaries directly owns or Controls more than 50% of such Foreign Subsidiary’s Equity Interests.


 






    19 


     


    

 



 


“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 or EURIBOR Rate, as applicable.


 


“Foreign Currencies”
means Agreed Currencies other than Dollars.


 


“Foreign Lender”
means (a) if the applicable Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person,
and (b) if the applicable Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized
under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.


 


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


 


“Foreign Subsidiary
Borrower” means any Eligible Foreign Subsidiary that has been designated as a Foreign Subsidiary Borrower pursuant to Section
2.23 and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.


 


“GAAP” means
generally accepted accounting principles in the United States of America.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“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 or other obligation 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 other obligation 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 or other obligation 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 other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness
or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course
of business.


 


“Guaranteed Obligations”
has the meaning assigned to such term in Article X.


 


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


 


“Hostile Acquisition”
means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity
Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of
such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.


 






    20


     


    

 





“Impacted EURIBOR Rate
Interest Period” has the meaning assigned to such term in the definition of “EURIBOR Rate.”


 


“Impacted LIBO Rate
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”


 


“Increasing Lender”
has the meaning assigned to such term in Section 2.20.


 


“Incremental Term Loan
Amendment” has the meaning assigned to such term in Section 2.20.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances
of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such
Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person but excluding operating leases, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business
and accrued salaries, vacation and employee benefits, including deferred compensation), (f) all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned
or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, provided that the amount of such Indebtedness
which has not been assumed by such Person shall be the lesser of (i) the amount of such Indebtedness and (ii) the fair market value of
such property at the date of determination of the amount of such Indebtedness, (g) all Guarantees by such Person of Indebtedness of others,
(h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, less the amount of any cash collateral provided with respect to letters of credit
pursuant to Section 2.24(c), (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k)
all obligations of such Person under any Swap Agreement or under any similar type of agreement (calculated after giving effect to any
netting agreements) that such Person would be required to pay if such Swap Agreement or other agreement were terminated, (l) all Attributable
Receivables Indebtedness of such Person and (m) all obligations of such Person under Sale and Leaseback Transactions. The Indebtedness
of any Person shall include the Indebtedness of any other entity (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
entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


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


 


“Ineligible Institution”
has the meaning assigned to such term in Section 9.04(b).


 


“Information Memorandum”
means the Confidential Information Memorandum dated March 2021 relating to the Company and the Transactions.


 


“Interest Election
Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.08 in the
form attached hereto as Exhibit K-2.


 






    21


     


    

 


“Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September
and December and the Maturity Date, (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 and the Maturity Date and (c) with respect to any Swingline Loan, the day that
such Loan is required to be repaid and the Maturity Date.


 


“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, as the applicable Borrower (or the Company on behalf of the applicable
Borrower) may elect; provided, that (i) 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 (ii) any Interest Period pertaining to
a Eurocurrency Borrowing 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.


 


“IRS” means
the United States Internal Revenue Service.


 


“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, individually and collectively as the context may require, (i) JPMorgan Chase Bank, N.A., in its capacity as an issuer of Letters
of Credit hereunder, (ii) HSBC BANK USA, National Association, in its capacity as an issuer of Letters of Credit hereunder, (iii) U.S.
Bank National Association, in its capacity as an issuer of Letters of Credit hereunder and (iv) each other Lender that agrees to act as
an Issuing Bank hereunder and that is approved by the Company and the Administrative Agent, in each case together with its successors
in such capacity as provided in Section 2.06(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit
to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter
of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.


 


“Issuing Bank Sublimits”
means, as of the Restatement Effective Date, (i) $8,333,334, in the case of JPMorgan Chase Bank, N.A., (ii) $8,333,333 in the case of
HSBC Bank USA, National Association, (iii) $8,333,333 in the case of U.S. Bank National Association and (iv) in the case of any other
Issuing Bank, such amount as shall be designated to the Administrative Agent and the Company in writing by such Issuing Bank. After the
Restatement Effective Date, any Issuing Bank shall be permitted at any time to (x) increase its Issuing Bank Sublimit or (y) decrease
its Issuing Bank Sublimit to an amount not less than such Issuing Bank’s initial Issuing Bank Sublimit, in each case, with the consent
of the Company and upon providing five (5) days’ prior written notice (or such shorter period as the Administrative Agent shall
agree) thereof to the Administrative Agent. After the Restatement Effective Date, any Issuing Bank shall be permitted to decrease its
Issuing Bank Sublimit to an amount less than such Issuing Bank’s initial Issuing Bank Sublimit with the consent of the Company,
the Administrative Agent and each of the other Issuing Banks.


 






    22


     


    

 





“LC Collateral Account”
has the meaning assigned to such term in Section 2.06(j).


 


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


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus (b) the
aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at such time. The LC
Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 


“Lead Arranger”
means each of JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association and U.S. Bank National Association (together with its Affiliates)
in its capacity as a joint lead arranger and joint bookrunner for the credit facilities evidenced by this Agreement.


 


“Lender Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to Section 2.20
or pursuant to an Assignment and Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a
party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires,
the term “Lenders” includes the Swingline Lender and the Issuing Bank. For the avoidance of doubt, from and after the effectiveness
of this Agreement, the term “Lenders” excludes any Departing Lenders.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement.


 


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


 


“LIBO Interpolated
Rate” means, at any time, with respect to any Eurocurrency Borrowing denominated in Dollars and for any Interest Period, the
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) to be equal to the rate that results from interpolating on a linear basis between:
(a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available for the applicable Agreed Currency) that
is shorter than the Impacted LIBO Rate Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen
Rate is available for the applicable Agreed Currency) that exceeds the Impacted LIBO Rate Interest Period, in each case, at such time;
provided that if any LIBO Interpolated Rate shall be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.


 


“LIBO Rate”
means, with respect to any Eurocurrency Borrowing denominated in Dollars and 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 (an “Impacted LIBO Rate Interest Period”) with respect
to such Agreed Currency then the LIBO Rate shall be the LIBO Interpolated Rate.


 






    23


     


    

 


“LIBO Screen
Rate” means, for any day and time, with respect to any Eurocurrency Borrowing denominated in Dollars and for any Interest
Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the
administration of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on such day
and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a
Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of
such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable
discretion); provided that if the LIBO Screen Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for
the purposes of this Agreement.


 


“Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case
of securities, any purchase option, call or similar right of a third party with respect to such securities.


 


“Loan Documents”
means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, the Subsidiary Guaranty, any promissory
notes issued pursuant to Section 2.10(e), any Letter of Credit applications, the Collateral Documents and any and all other agreements,
instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative
Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit
applications and any agreements between the Company and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the
respective rights and obligations between the Company and the Issuing Bank in connection with the issuance of Letters of Credit, and all
other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party,
and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any
reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto,
and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document
as the same may be in effect at any and all times such reference becomes operative.


 


“Loan Parties”
means, collectively, the Borrowers and the Subsidiary Guarantors.


 


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


 


“Local Time”
means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars and (ii) local time
in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local time shall
mean London, England time unless otherwise notified by the Administrative Agent).


 


“Long-Term Debt”
means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Company and
the Subsidiaries taken as a whole, (b) the ability of the Borrowers or other Loan Parties, taken as a whole, to perform any of their
obligations under this Agreement or any other Loan Document, (c) validity or enforceability of this Agreement or any other Loan
Document or the rights or remedies of the Administrative Agent and the Lenders under this Agreement or any other Loan Document or
(d) the Collateral, or the Administrative Agent’s Liens (on behalf of itself and the Secured Parties) on the Collateral or the
priority of such Liens, in each case, taken as a whole.


 






    24


     


    

 


“Material Indebtedness”
means any Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any
one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $40,000,000. For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Swap 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 Swap Agreement were terminated at such time.


 


“Material Subsidiary”
means each Subsidiary (other than any Receivables Entity) (i) which, as of the most recent fiscal quarter of the Company, for the period
of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b),
after the elimination of intercompany revenues and receipts and excluding amounts attributable to Receivables Entities, contributed greater
than ten percent (10%) of the Company’s Consolidated EBITDA for such period, (ii) which, after the elimination of intercompany assets
and excluding amounts attributable to Receivables Entities, contributed greater than ten percent (10%) of the Company’s Consolidated
Total Assets as of such date, (iii) which owns, directly or indirectly, any Equity Interests in any Subsidiary that is a Material Subsidiary
or (iv) which holds intercompany receivables and intercompany indebtedness owing from, or other Investments in, the Company or other Subsidiaries
in an aggregate principal amount in excess of $40,000,000; provided that, if at any time (x) the aggregate amount of the Company’s
Consolidated EBITDA, after the elimination of intercompany revenues and receipts and excluding amounts attributable to Receivables Entities,
or Company’s Consolidated Total Assets, after the elimination of intercompany assets attributable to Subsidiaries (other than Affected
Foreign Subsidiaries) that are not Subsidiary Guarantors and excluding amounts attributable to Receivables Entities exceeds ten percent
(10%) of the Company’s Consolidated EBITDA for any such period or ten percent (10%) of the Company’s Consolidated Total Assets
(in each case after giving effect to such exclusions) as of the end of any such fiscal quarter, or (y) the aggregate amount of intercompany
receivables and intercompany indebtedness owing from, or other Investments in, the Company or other Subsidiaries held by Subsidiaries
(other than Affected Foreign Subsidiaries and Receivables Entities) that are not Subsidiary Guarantors exceeds $40,000,000, the Company
(or, in the event the Company has failed to do so within ten days after financial statements with respect to such fiscal quarter have
been delivered pursuant to Section 5.01(a) or (b), the Administrative Agent) shall designate sufficient Subsidiaries (other than Affected
Foreign Subsidiaries and Receivables Entities) as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries
shall for all purposes of this Agreement constitute Material Subsidiaries.


 


“Maturity Date”
means April 3, 2026.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


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


 


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


 






    25


     


    

 


“Net
Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including
(i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any
interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the
case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all
reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in
the case of a sale, transfer or other disposition of an asset (including pursuant to a Sale and Leaseback transaction or a casualty
or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay
Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and
(iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund
contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next
succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial
Officer).


 


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


 


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


 


“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. 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 aforesaid rates shall be less than zero, such rate shall
be deemed to be zero for purposes of this Agreement.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and
liabilities of any of the Company and its Subsidiaries to any of the Lenders, the Administrative Agent, the Issuing Bank or any indemnified
party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise,
arising or incurred under this Agreement or any of the other Loan Documents or to the Lenders or any of their Affiliates under any Swap
Agreement or any Banking Services Agreement or in respect of any of the Loans made or reimbursement or other obligations incurred or any
of the Letters of Credit or other instruments at any time evidencing any thereof.


 


“OFAC” means
the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“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, Letter of Credit or Loan Document).


 






    26


     


    

 





“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 2.19).


 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar 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.


 


“Overnight Foreign
Currency Rate” means, for any amount payable in a Foreign Currency, the rate of interest per annum as determined by the Administrative
Agent at which overnight or weekend deposits in the relevant currency (or if such amount due remains unpaid for more than three (3) Business
Days, then for such other period of time as the Administrative Agent may elect) for delivery in immediately available and freely transferable
funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for the relevant
currency as determined above and in an amount comparable to the unpaid principal amount of the related Credit Event, plus any taxes, levies,
imposts, duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any relevant correspondent
bank in respect of such amount in such relevant currency.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(c).


 


“Participating Member
State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance
with legislation of the European Union relating to economic and monetary union.


 


“Patriot Act”
means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment”
has the meaning assigned to it in Section 8.06(c).


 


“Payment Notice”
has the meaning assigned to it in Section 8.06(c).


 


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


 






    27


     


    

 


“Permitted
Acquisition” means any acquisition (whether by purchase, merger, consolidation or otherwise but excluding in any event a
Hostile Acquisition) or series of related acquisitions by the Company or any Subsidiary of (i) all or substantially all the assets
of a Person or division or line of business of a Person or (ii) all or substantially all the Equity Interests of a Person entitled
to vote in the election of the board of directors (or any other applicable governing body) of such Person, in each case if, at the
time of and immediately after giving effect thereto, (a) no Default has occurred and is continuing or would arise after giving
effect (including giving effect on a pro forma basis) thereto, (b) such Person or division or line of business is engaged in the
same or a similar line of business as the Company and the Subsidiaries or business reasonably related thereto (including, without
limitation, any environmental cleaning solutions business or any Person or division or line of business that owns or develops
related technology), (c) all actions required to be taken with respect to such acquired or newly formed Subsidiary under Sections
5.09 and 5.10 shall have been taken, (d) the Company and the Subsidiaries are in compliance, on a pro forma basis reasonably
acceptable to the Administrative Agent after giving effect to such acquisition (but without giving effect to any synergies or cost
savings), with the covenants contained in Section 6.10 (giving effect to any Acquisition Holiday in effect at such time) recomputed
as of the last day of the most recently ended fiscal quarter of the Company for which financial statements have been delivered
pursuant to Section 5.01(a) or (b), as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new
Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on the first
day of each relevant period for testing such compliance and, if the aggregate consideration paid in respect of such acquisition
exceeds $50,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer of the
Company to such effect, together with all relevant financial information, statements and projections requested by the Administrative
Agent, (e) in the case of an acquisition, merger or consolidation involving the Company or a Subsidiary, the Company or such
Subsidiary is the surviving entity of such merger and/or consolidation and (f) after giving pro forma effect to such acquisition
(but without giving effect to any synergies or cost savings), the maximum Net Leverage Ratio shall, in each case, be at least 0.25
below the maximum Net Leverage Ratio permitted pursuant to Section 6.10(a) (giving effect to any Acquisition Holiday in effect at
such time), recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements
have been delivered pursuant to Section 5.01(a) or (b) as if such acquisition (and any related incurrence or repayment of
Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its
terms) had occurred on the first day of each relevant period for testing such compliance; provided that, such acquisition may
be made directly or indirectly through any Foreign Subsidiary, and the amount of such investment in any Foreign Subsidiary made
substantially concurrently with the consummation of such acquisition shall not be included in the calculation of any limitation on
investments in Subsidiaries that are not Subsidiary Guarantors described in Section 6.04(c).


 


“Permitted Encumbrances”
means:


 


(a)
Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;


 


(b)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being
contested in compliance with Section 5.04;


 


(c)
pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance
and other social security laws or regulations;


 


(d)
pledges and deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature, in each case in the ordinary course of business;


 


(e)
judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Section 7.01;


 


(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 or any Subsidiary;


 






    28


     


    

 





(g)
 leasehold interests of lessors created in connection with any Sale and Leaseback Transactions permitted under Section 6.09;


 


(h)
Liens on insurance policies and the proceeds thereof securing Indebtedness representing installment insurance premiums owing in
the ordinary course of business;


 


(i)
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 in the ordinary course of business;


 


(j)
Liens in connection with the sale or transfer of any assets in a transaction permitted under Section 6.03 and customary rights
and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;


 


(k)
Liens on securities that are subject to repurchase agreements permitted by clause (d) of the definition of Permitted Investments;


 


(l)
licenses, sublicenses, leases or subleases granted to other Persons permitted under Section 6.03;


 


(m)
any interest or title of a lessor under any operating lease or operating sublease entered into by the Company or any Subsidiary
in the ordinary course of its business and other statutory and common law landlords’ liens under leases; and


 


(n)
Liens in favor of a banking or other financial institution arising as a matter of law or in the ordinary course of business under
customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right
of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s
general terms and conditions;


 


provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness.


 


“Permitted Investments”
means:


 


(a) direct obligations
of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing
within one year from the date of acquisition thereof;


 


(b) investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest
credit rating obtainable from S&P or from Moody’s;


 


(c) investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided
profits of not less than $500,000,000;


 


(d) cash and demand
deposits maintained with (i) any Lender or (ii) with the domestic office of any commercial bank organized under the laws of the United
States of America or any State which has a combined capital and surplus and undivided profits of not less than $500,000,000;


 






    29


     


    

 


(e) fully collateralized
repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above;


 


(f) money market
funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of
1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;


 


(g) instruments
equivalent to those referred to in clauses (a) through (f) above denominated in other currencies and comparable in credit quality and
tenor to those referred to above and customarily used for short and medium term investment purposes in jurisdictions outside the United
States to the extent reasonably required in connection with any business conducted by any Foreign Subsidiary in such jurisdictions; and


 


(h) other investments
permitted by the Company’s investment policy as adopted by its Board of Directors as in effect on the Effective Date, as amended,
restated, supplemented or otherwise modified from time to time, so long as such amendment, restatement, supplement or modification has
been approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed).


 


“Permitted Receivables
Facility” means a receivables facility or facilities created under the Permitted Receivables Facility Documents, providing for
the sale, transfer and/or pledge by the Company and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets
(thereby providing financing to the Company and the Receivables Sellers) to a Receivables Entity (either directly or through another Receivables
Seller), which in turn shall sell, transfer and/or pledge interests in the respective Permitted Receivables Facility Assets to third-party
lenders or investors pursuant to the Permitted Receivables Facility Documents (with the Receivables Entity permitted to issue or convey
purchaser interests, investor certificates, purchased interest certificates or other similar documentation evidencing interests in the
Permitted Receivables Facility Assets) in return for the cash used by such Receivables Entity to acquire the Permitted Receivables Facility
Assets from the Company and/or the respective Receivables Sellers, in each case as more fully set forth in the Permitted Receivables Facility
Documents.


 


“Permitted Receivables
Facility Assets” means Receivables (whether now existing or arising in the future) of the Receivables Sellers which are transferred,
sold and/or pledged to a Receivables Entity pursuant to a Permitted Receivables Facility and any related Permitted Receivables Related
Assets which are also so transferred, sold and/or pledged to a Receivables Entity and all proceeds thereof.


 


“Permitted Receivables
Facility Documents” means each of the documents and agreements entered into in connection with any Permitted Receivables Facility,
including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests or the
incurrence of loans, as applicable, in each case, which are consistent with Standard Securitization Undertakings, and, in each case, as
such documents and agreements may be amended, modified, supplemented, refinanced or replaced from time to time so long as any such amendments,
modifications, supplements, refinancings or replacements are (i) consistent with Standard Securitization Undertakings and (ii) not adverse
in any material respect to the interests of the Lenders unless otherwise consented to by the Administrative Agent.


 






    30


     


    

 






 


“Permitted Receivables
Related Assets” means any assets that are customarily sold, transferred and/or pledged or in respect of which security interests
are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables and any collections
or proceeds of any of the foregoing (including, without limitation, lock-boxes, deposit accounts, records in respect of Receivables and
collections in respect of Receivables).


 


“Permitted Unsecured
Indebtedness” means Indebtedness (including subordinated Indebtedness the payment of which is subordinated to the payment of
the obligations of the Company and the Subsidiaries, as applicable, under the Loan Documents pursuant to documentation, and subject to
terms and conditions, acceptable to the Administrative Agent in its discretion) of the Company or any Subsidiary; provided that
(a) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist
or would result therefrom, (b) the Company and the Subsidiaries are in compliance, on a pro forma basis reasonably acceptable to the Administrative
Agent after giving effect to the incurrence of such Indebtedness, with the covenants contained in Section 6.10 (giving effect to any Acquisition
Holiday in effect at such time) recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial
statements have been delivered pursuant to Section 5.01(a) or (b), as if such Indebtedness had been incurred on the first day of each
relevant period for testing such compliance and, if the aggregate principal amount of such Indebtedness exceeds $50,000,000, the Company
shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Company to such effect, together with all
relevant financial information, statements and projections requested by the Administrative Agent, (c) such Indebtedness is not (i) Guaranteed
by any Person other than on an unsecured basis by Subsidiaries that are Subsidiary Guarantors (which guarantees, if such Indebtedness
is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination
terms of such subordinated Indebtedness), or (ii) secured by any collateral (including the Collateral), nor is any Guarantee thereof secured
by any collateral (including the Collateral), (d) such Indebtedness matures after, and does not require any scheduled amortization or
other scheduled payments of principal prior to, the date that is 181 days after the Maturity Date (it being understood that any provision
requiring a mandatory offer to purchase such Indebtedness as a result of change of control, optional, call provisions that the Company
may exercise, fundamental change, customary asset sale or event of loss shall not violate the foregoing restriction), (e) that contains
covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market
conditions (it being understood and agreed that such Indebtedness shall not include any financial maintenance covenants and that applicable
negative covenants shall be incurrence-based to the extent customary for similar Indebtedness) and, when taken as a whole (other than
interest rates, rate floors, fees and optional prepayment or redemption terms), are not more favorable (as reasonably determined by the
Company in good faith) in any material respect to the lenders or investors providing such Permitted Unsecured Indebtedness, as the case
may be, than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable
only to periods after the Maturity Date then in effect); provided that a certificate of a Financial Officer of the Company delivered
to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness or the modification, refinancing,
refunding, renewal or extension thereof (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together
with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the material definitive
documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing
requirements shall be conclusive, and (f) the proceeds of which, substantially concurrently with the incurrence thereof, are applied to
the  repayment or prepayment of the Loans to the extent required and in accordance with the terms of Sections 2.11(c) and (d).


 


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


 






    31 


     


    

 


“Plan” means
any employee pension benefit plan (other than a Multiemployer Plan) 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 ERISA Affiliate 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.


 


“Plan Asset Regulations”
means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Pledge Agreements”
means, collectively, the Dutch Pledge Agreement and any other pledge agreements, share mortgages, charges and comparable instruments and
documents from time to time executed pursuant to the terms of Section 5.09 in favor of the Administrative Agent for the benefit of the
Secured Parties, in each case, as amended, restated, supplemented or otherwise modified from time to time.


 


“Pledge Subsidiary”
means (i) each Domestic Subsidiary and (ii) each First-Tier Foreign Subsidiary that is a Material Subsidiary.


 


“Prepayment Event”
means:


 


(a) any sale, transfer or other
disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Company or any Subsidiary, other
than dispositions described in Section 6.03(a)(2)(iii), (iv), (v), (vi), (vii) and (viii), resulting in Net Proceeds in an aggregate
principal amount in excess of $1,000,000 during any fiscal year of the Company; or


 


(b) any casualty or other insured
damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company
or any Subsidiary with a fair market value immediately prior to such event equal to or greater than $10,000,000 resulting in Net Proceeds
in an aggregate principal amount in excess of $1,000,000 during any fiscal year of the Company; or


 


(c) the incurrence by the Company
or any Subsidiary of any Indebtedness other than (i) any Loans, (ii) Indebtedness permitted under Section 6.01, (iii) permitted by
the Required Lenders pursuant to Section 9.02 or (iv) Indebtedness not otherwise included in this clause (c) with such incurrence
along with other such incurrences resulting in Net Proceeds in an aggregate principal amount in excess of $1,000,000 during any fiscal
year of the Company.


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal
ceases to quote such rate, the highest per annum interest rate published by the Board 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 (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 Placement
Notes” means the senior unsecured 5.625% private placement notes of the Company due in 2025.


 


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


 






    32 


     


    

 


“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.


 


“QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit Support”
has the meaning assigned to it in Section 9.19.


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee
or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person that constitutes
an ECP and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell
under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Receivables”
means any right to payment created by or arising from sales of goods, leases of goods or the rendition of services rendered no matter
how evidenced whether or not earned by performance (whether constituting accounts, general intangibles, chattel paper or otherwise).


 


“Receivables Entity”
means a wholly-owned Subsidiary of the Company which engages in no activities other than in connection with the financing of accounts
receivable of the Receivables Sellers and which is designated (as provided below) as a “Receivables Entity” (a) no portion
of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary
of the Company (other than pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other
Subsidiary of the Company in any way (other than pursuant to Standard Securitization Undertakings) or (iii) subjects any property or asset
of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any of its Subsidiaries has any contract,
agreement, arrangement or understanding (other than pursuant to the Permitted Receivables Facility Documents (including with respect to
fees payable in the ordinary course of business in connection with the servicing of accounts receivable and related assets)) on terms
less favorable to the Company or such Subsidiary than those that might be obtained at the time from persons that are not Affiliates of
the Company, and (c) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such
entity’s financial condition or cause such entity to achieve certain levels of operating results (other than pursuant to Standard
Securitization Undertakings).


 


“Receivables Sellers”
means the Company and those Subsidiaries that are from time to time party to the Permitted Receivables Facility Documents (other than
any Receivables Entity).


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank, as applicable.


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) 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, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels time two
TARGET Days preceding the date of such setting, and (3) if such Benchmark is neither the LIBO Rate or the EURIBOR Rate, the time determined
by the Administrative Agent in its reasonable discretion.


 


“Register”
has the meaning set forth in Section 9.04.


 






    33 


     


    

 


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


 


“Relevant Governmental
Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board and/or the NYFRB,
or a committee officially endorsed or convened by the Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect
to a Benchmark Replacement in respect of Loans denominated in euro, the European Central Bank, or a committee officially endorsed or convened
by the European Central Bank or, in each case, any successor thereto, and (iii) with respect to a Benchmark Replacement in respect of
Loans denominated in any other Agreed Currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated
or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator
of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency
in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either
(A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors
or (4) the Financial Stability Board or any part thereof.


 


“Relevant Rate”
means (i) with respect to any Eurocurrency Borrowing denominated in Dollars, the LIBO Rate, or (ii) with respect to any Eurocurrency Borrowing
denominated in euro, the EURIBOR Rate.


 


“Relevant Screen Rate”
means (i) with respect to any Eurocurrency Borrowing denominated in Dollars, the LIBO Screen Rate, or (ii) with respect to any Eurocurrency
Borrowing denominated in euro, the EURIBOR Screen Rate.


 


“Report”
means reports prepared by either Agent or another Person showing the results of appraisals, field examinations or audits pertaining to
the assets of the Company or any Subsidiary from information furnished by or on behalf of the Company or any of its Subsidiaries, after
the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders
by either Agent.


 


“Required Lenders”
means, subject to Section 2.24, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Section 7.01 or
the Commitments terminating or expiring, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum
of the Total Credit Exposures and unused Commitments at such time, and (b) for all purposes after the Loans become due and payable pursuant
to Section 7.01 or the Commitments expire or terminate, Lenders having Credit Exposures representing more than 50% of the sum of the Total
Credit Exposures at such time; provided that, in the case of clauses (a) and (b) above, (x) the Revolving Credit Exposure of any
Lender that is a Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable Percentage
of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.24 of the Swingline Exposures of Defaulting
Lenders in effect at such time, and the Unfunded Commitment of such Lender shall be determined on the basis of its Revolving Credit Exposure
excluding such excess amount and (y) for the purpose of determining the Required Lenders needed for any waiver, amendment, modification
or consent of or under this Agreement or any other Loan Document, any Lender that is the Borrower or an Affiliate of the Borrower shall
be disregarded.


 


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


 






    34 


     


    

 


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


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company
or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account
of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any Subsidiary
or any option, warrant or other right to acquire any such Equity Interests in the Company or any Subsidiary.


 


“Revaluation Date”
shall mean (a) with respect to any Loan denominated in any Foreign Currency, each of the following: (i) the date of the Borrowing of such
Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement; (b) with respect to
any Letter of Credit denominated in a Foreign Currency, each of the following: (i) the date on which such Letter of Credit is issued,
(ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has the effect of
increasing the face amount thereof; and (c) any additional date as the Administrative Agent may determine at any time when an Event of
Default exists.


 


“Revolving Commitment”
means, with respect to each Lender, the commitment, if any, to make Revolving Loans and to acquire participations in Letters of Credit
and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09, (b) increased
from time to time pursuant to Section 2.20 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 Revolving Commitment is set forth on Schedule 2.01,
or in the applicable documentation pursuant to which such Lender shall have assumed its Revolving Commitment pursuant to the terms hereof,
as applicable. The aggregate amount of the Revolving Lenders’ Revolving Commitments as of the Restatement Effective Date is $450,000,000.


 


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


 


“Revolving Lender”
means, as of any date of determination, each Lender that has a Revolving Commitment or, if the Revolving Commitments have terminated or
expired, a Lender with Revolving Credit Exposure.


 


“Revolving Loan”
means a Loan made by a Revolving Lender pursuant to Section 2.01(a).


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Sale and Leaseback
Transaction” means any sale or other transfer of property by any Person with the intent to lease such property as lessee.


 


“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement,
Crimea, Cuba, Iran, North Korea and Syria).


 






    35 


     


    

 


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


 


“Sanctions”
means all 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, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority.


 


“Secured Obligations”
means all Obligations, together with all Swap Obligations and Banking Services Obligations owing to one or more Lenders or their respective
Affiliates; provided that the definition of “Secured Obligations” shall not create or include any guarantee by any
Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party
for purposes of determining any obligations of any Loan Party.


 


“Secured Parties”
means the holders of the Secured Obligations from time to time and shall include (i) each Lender and the Issuing Banks in respect of its
Loans and LC Exposure respectively, (ii) the Administrative Agent, the Issuing Banks and the Lenders in respect of all other present and
future obligations and liabilities of the Company and each Subsidiary of every type and description arising under or in connection with
this Agreement or any other Loan Document, (iii) each Lender and Affiliate of such Lender in respect of Swap Agreements and Banking Services
Agreements entered into with such Person by the Company or any Subsidiary, (iv) each indemnified party under Section 9.03 in respect of
the obligations and liabilities of the Borrowers to such Person hereunder and under the other Loan Documents, and (v) their respective
successors and (in the case of a Lender, permitted) transferees and assigns.


 


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


 


“Security Agreement”
means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of April 4, 2017, between the Loan
Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge
or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other
Loan Document), or any other Person, as the same may be amended, restated or otherwise modified from time to time.


 


“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.


 


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


 


“SOFR Administrator’s
Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.


 






    36 


     


    

 


“Solvent”
means, in reference to any Person, (i) the sum of the probable liability of the debts and other liabilities (subordinated, contingent
or otherwise) of such Person and its Subsidiaries, taken as a whole, as such debts and liabilities become absolute and matured, does not
exceed the present fair saleable value of the assets of such Person and its Subsidiaries, taken as a whole, (ii) the capital of such Person
and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of such Person and its Subsidiaries, taken
as a whole and (iii) such Person and its Subsidiaries, taken as a whole, have not incurred, do not intend to incur or believe that they
will incur, debts or other liabilities including current obligations beyond their ability to pay such debt or other liabilities as they
mature in the ordinary course of business. For the purposes of this definition, the amount of any contingent liability at any time shall
be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual
under Statement of Financial Accounting Standard No. 5).


 


“Specified Acquisition”
means a Permitted Acquisition for which the aggregate consideration paid or to be paid in respect thereof equals or exceeds $50,000,000.


 


“Specified Ancillary
Obligations” means all obligations and liabilities (including interest and fees accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of any of the Subsidiaries,
existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, to the Lenders or any of their Affiliates
under any Swap Agreement or any Banking Services Agreement.


 


“Specified Swap Obligation”
means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.


 


“Standard Securitization
Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary thereof
in connection with the Permitted Receivables Facility which are reasonably customary in an accounts receivable financing transaction.


 


“Statutory Reserve
Rate” means, with respect to any currency, 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, liquid asset, fees or similar requirements (including
any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority,
the Board, the Financial Conduct Authority, the Prudential Regulation Authority, the European Central Bank or other Governmental Authority
for any category of deposits or liabilities customarily used to fund loans in such currency, expressed in the case of each such requirement
as a decimal. Such reserve, liquid asset, fees or similar requirements shall, in the case of Dollar denominated Loans, include those imposed
pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset, fee or similar
requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under
any applicable law, rule or regulation, including Regulation D of the Board. The Statutory Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in any reserve, liquid asset or similar requirement.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of
which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or,
in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (b)
that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.


 






    37 


     


    

 


“Subsidiary”
means any subsidiary of the Company.


 


“Subsidiary Guarantor”
means each Material Subsidiary that is a Domestic Subsidiary. The Subsidiary Guarantors on the Restatement Effective Date are identified
as such in Schedule 3.01 hereto.


 


“Subsidiary Guaranty”
means that certain Guaranty dated as of April 4, 2017 substantially in the form of Exhibit G (including any and all supplements thereto)
and executed by each Subsidiary Guarantor party thereto, and, in the case of any guaranty by a Foreign Subsidiary, any other guaranty
agreements as are requested by the Administrative Agent and its counsel, in each case as amended, restated, supplemented or otherwise
modified from time to time.


 


“Supported QFC”
has the meaning assigned to it in Section 9.19.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled
by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing
indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these 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 Swap Agreement.


 


“Swap Obligations”
means any and all obligations of the Company or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all
Swap Agreements permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any such Swap Agreement transaction.


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender
at any time shall be the sum of (a) its Applicable Percentage of the aggregate principal amount of all Swingline Loans outstanding at
such time (excluding, in the case of any Lender that is a Swingline Lender, Swingline Loans made by such Lender in its capacity as a Swingline
Lender that are outstanding at such time to the extent that the other Lenders shall not have funded their participations in such Swingline
Loans), adjusted to give effect to any reallocation under Section 2.24 of the Swingline Exposure of Defaulting Lenders in effect at such
time, and (b) in the case of any Lender that is a Swingline Lender, the aggregate principal amount of all Swingline Loans made by such
Lender as a Swingline Lender outstanding at such time, less the amount of participations funded by the other Lenders in such Swingline
Loans.


 


“Swingline Lender”
means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05.


 






    38 


     


    

 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the
Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


“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 or penalties applicable thereto.


 


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


 


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


 


“Term ESTR Transition
Event” means the determination by the Administrative Agent that (a) Term ESTR has been recommended for use by the Relevant Governmental
Body, (b) the administration of Term ESTR 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 2.14
that is not Term ESTR.


 


“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 2.14
that is not Term SOFR.


 


“Total Credit Exposure”
means the sum of the Total Revolving Credit Exposure and the aggregate principal amount of all Delayed Draw Term Loans outstanding at
such time.


 


“Total Revolving Credit
Exposure” means, at any time, the sum of (a) the outstanding principal amount of the Revolving Loans and Swingline Loans at
such time and (b) the total LC Exposure at such time.


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans
and other credit extensions, the use of the proceeds thereof, and the issuance of Letters of Credit hereunder.


 






    39 


     


    

 


“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, the Adjusted EURIBOR Rate or the Alternate Base Rate.


 


“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required
to be applied in connection with the issue of perfection of security interests.


 


“UK Financial Institutions”
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.


 


“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.


 


“Unfunded Commitment”
means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Credit Exposure.


 


“Unliquidated Obligations”
means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including
any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by
it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to
provide collateral to secure any of the foregoing types of obligations.


 


“Unrestricted Domestic
Cash” means, as of any date of determination, that portion of the Company’s and its consolidated Domestic Subsidiaries’
aggregate cash and Permitted Investments that is (i) on deposit with one or more financial institutions in the United States of America,
(ii) subject to a first priority perfected Lien in favor of the Administrative Agent, and (iii) not encumbered by or subject to any other
Lien, setoff, counterclaim, recoupment, defense or any restriction on the use thereof to pay Indebtedness and other liabilities of the
Company and its Domestic Subsidiaries, other than as provided in clause (n) of the definition of Permitted Encumbrances or contained in
control agreements entered into by the Administrative Agent with such financial institutions.


 


“Unrestricted Foreign
Cash” means, as of any date of determination, that portion of the Company’s and its consolidated Subsidiaries’ aggregate
cash and Permitted Investments that is (i) on deposit with one or more financial institutions outside the United States of America, or
is owned by a Foreign Subsidiary, and (ii) not encumbered by or subject to any Lien, setoff, counterclaim, recoupment, defense or any
restriction on the use thereof to pay Indebtedness and other liabilities of the Company and its Subsidiaries other than as provided in
clause (n) of the definition of Permitted Encumbrances or contained in control agreements entered into by the Administrative Agent with
such financial institutions.


 


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


 


“U.S. Special Resolution
Regime” has the meaning assigned to it in Section 9.19.


 






    40 


     


    

 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“Weighted Average Life
to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the
products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.


 


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


 


“Working Capital”
means, at any date, the excess of current assets of the Company and its Subsidiaries on such date over current liabilities of the Company
and its Subsidiaries on such date, all determined on a consolidated basis in accordance with GAAP.


 


“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.


 


SECTION 1.02. Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type
(e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving 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 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 and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein 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
(including by succession of comparable successor laws), (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, (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 and (f) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 






    41 


     


    

 


SECTION 1.04. Accounting
Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative
Agent that the Company requests 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 notifies the Company that the
Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before
or after such 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. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein
shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election
under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having
a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”,
as defined therein and (ii) 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 or Financial Accounting Standard having a similar result
or effect) 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.


 


(b)
All pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence
or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case
of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence or assumption
of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first
day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) 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 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 (but without giving effect to any synergies
or cost savings) 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 Swap Agreement applicable to such Indebtedness).


 


(c) Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” in the event
of an accounting change requiring all leases to be capitalized, only those leases that would constitute capital leases in conformity
with GAAP on the Effective Date shall be considered capital leases, and all calculations and deliverables under this Agreement or
any other Loan Document shall be made or delivered, as applicable, in accordance therewith.


 






    42 


     


    

 


SECTION 1.05. Interest
Rates; LIBOR Notification. The interest rate on a Loan denominated in Dollars or a Foreign Currency may be derived from an interest
rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative
benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply
with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The interest
rate on Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate (“LIBOR”).
LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank
market. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that: immediately after December
31, 2021, publication of all seven euro LIBOR settings, all seven Swiss Franc LIBOR settings, the spot next, 1-week, 2-month and 12-month
Japanese Yen LIBOR settings, the overnight, 1-week, 2-month and 12-month British Pound Sterling LIBOR settings, and the 1-week and 2-month
U.S. Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar
LIBOR settings will permanently cease; immediately after December 31, 2021, the 1-month, 3-month and 6-month Japanese Yen LIBOR settings
and the 1-month, 3-month and 6-month British Pound Sterling LIBOR settings will cease to be provided or, subject to consultation by the
FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be representative of the underlying market
and economic reality they are intended to measure and that representativeness will not be restored; and immediately after June 30, 2023,
the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of
the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended
to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or
that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics
of LIBOR or the currencies and/or tenors for which LIBOR is published, and each party to this Agreement should consult its own advisors
to stay informed of any such developments. Public and private sector industry initiatives are currently underway to implement new or alternative
reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term
ESTR Transition Event or an Early Opt-In Election, Section 2.14(b) and (c) provide a mechanism for determining an alternative rate of
interest. The Administrative Agent will promptly notify the Company, pursuant to Section 2.14(e), 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 LIBOR or other rates
in the definition of “LIBO Rate” (or “EURIBOR Rate”, as applicable) or with respect to any alternative or successor
rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented
pursuant to Section 2.14(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term
ESTR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant
to Section 2.14(d)), 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 the EURIBOR Rate, as applicable)
or have the same volume or liquidity as did LIBOR (or the euro interbank offered rate, as applicable) 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): (a) if any asset, right, obligation or liability of any 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.


 









    43 


     


    

 



 


SECTION 1.07. Amendment
and Restatement of Existing Credit Agreement; General Reaffirmations; Existing Loan Documents.


 


(a)
The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and
(ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be and
hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended
to and shall not constitute a novation. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding
on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement
and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (i) all references in the “Loan Documents”
(as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan
Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (ii) the “Letters
of Credit” under the Existing Credit Agreement which remain outstanding on the Restatement Effective Date shall continue as Letters
of Credit under (and shall be governed by the terms of) this Agreement, (iii) all obligations constituting “Secured Obligations”
with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Secured Obligations
under this Agreement and the other Loan Documents, (iv) the Administrative Agent shall make such reallocations, sales, assignments or
other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order
that each such Lender’s Credit Exposures and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the
outstanding aggregate Credit Exposure on the Restatement Effective Date, (e) the Borrowers hereby agree to compensate each Lender (including
any Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of
any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described
above, in each case on the terms and in the manner set forth in Section 2.16 hereof and (f) upon the effectiveness hereof, each Departing
Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received
payment in full of all of the outstanding “Obligations” owing to it under the Existing Credit Agreement (other than obligations
to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent
obligations owing to it under the Existing Loan Documents and, for the avoidance of doubt, excluding “Swap Obligations” and
 “Banking Services Obligations” as defined in the Existing Credit Agreement) and each Departing Lender shall not be a Lender
hereunder.


 


(b) Each
of the Borrowers, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such Borrower grants liens or
security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation party, as the
case may be, in each case under the Existing Loan Documents, hereby (i) ratifies and reaffirms all of its payment and performance
obligations, contingent or otherwise, under each of the Existing Loan Documents to which it is a party, (ii) to the extent such
Borrower granted liens on or security interests in any of its properties pursuant to any of the Existing Loan Documents, hereby
ratifies and reaffirms such grant of security (and, without limitation, any filings with Governmental Authorities made in connection
therewith) and confirms that such liens and security interests continue to secure the applicable Secured Obligations intended to be
secured thereby (as modified by this Agreement) and (iii) to the extent such Borrower guaranteed, was jointly or severally liable,
or provided other accommodations with respect to, the Secured Obligations or any portion thereof pursuant to the Existing Loan
Documents (including, without limitation, Article X of the Existing Credit Agreement), hereby ratifies and
reaffirms such guaranties, liabilities and other accommodations, in each case subject to the limitations set forth herein.


 






    44 


     


    

 


(c)
Each Lender hereby confirms the Administrative Agent’s authority to (i) enter into such additional reaffirmations of, or
any amendments to, amendments and restatements of, or other modifications to, the Existing Loan Documents as the Administrative Agent
shall approve in its sole discretion, and (ii) to cancel any right of pledge created under the Deed of Pledge on Registered Shares in
the Capital of Tennant Holding B.V., dated 6 June 2017, by and among the Company, Tennant Holding B.V. and the Administrative Agent (the
 “Dutch Share Pledge”), in the cases of each of the foregoing clauses (i) and (ii), in connection with the amendment
and restatement of the Existing Credit Agreement. The Administrative Agent herewith cancels in whole the Dutch Share Pledge and herewith
gives notice of such cancellation to the Company.


 


ARTICLE
II


 


The Credits


 


SECTION 2.01. Commitments.
Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans
to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not
result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such
Lender’s Revolving Commitment or (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the Total Revolving Credit Exposure
exceeding the aggregate Revolving Commitments, and (b) each Delayed Draw Term Lender with a Delayed Draw Term Loan Commitment (severally
and not jointly) agrees to make a Delayed Draw Term Loan to the Company in Dollars in a single advance during the Delayed Draw Commitment
Period, in an amount equal to such Lender’s Delayed Draw Term Loan Commitment. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of
Delayed Draw Term Loans may not be reborrowed.


 


SECTION 2.02. Loans and
Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class
and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. 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. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Delayed Draw Term Loans
shall amortize as set forth in Section 2.10.


 


(b)
Subject to Section 2.14, each Revolving Borrowing and Delayed Draw Term Loan Borrowing shall be comprised entirely of ABR Loans
or Eurocurrency Loans as the relevant Borrower may request in accordance herewith; provided that each ABR Loan shall only be made in Dollars
and shall only be made to the Company. Each Swingline Loan shall be an ABR Loan. 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 (and in the case of an Affiliate, the provisions of Sections
2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such
option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.


 






    45 


     


    

 


(c)
 At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or, if such Borrowing is denominated in a Foreign Currency,
the same such units of such currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be
in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments or that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral
multiple of $500,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided
that there shall not at any time be more than a total of ten (10) Eurocurrency Borrowings outstanding.


 


(d)
Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 


SECTION 2.03. Requests
for Borrowings. To request a Borrowing, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify
the Administrative Agent of such request (a) by irrevocable written notice (via a written Borrowing Request in a form approved by the
Administrative Agent and signed or authenticated by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly
followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three
(3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars to the Company) or by irrevocable written notice (via
a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf)
not later than 11:00 a.m., Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency
or a Eurocurrency Borrowing to a Foreign Subsidiary Borrower), in each case before the date of the proposed Borrowing or (b) by telephone
in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing;
provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated
by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the
applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section
2.02:


 


(i)
the name of the applicable Borrower;


 


(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 and whether such Borrowing is a Revolving Borrowing
or a Delayed Draw Term Loan Borrowing;


 


(v)
in the case of a Eurocurrency Borrowing, the Agreed Currency and 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 to which funds are to be disbursed, which shall comply with
the requirements of Section 2.07.




 






    46 


     


    

 


If no election as to the Type of Borrowing is
specified, then, in the case of a Borrowing denominated in Dollars to the Company, the requested Borrowing shall be an ABR Borrowing.
If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the relevant 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. Determination
of Dollar Amounts. The Dollar Amount of all Loans, Borrowings, Letters of Credit and LC Exposure, as applicable, denominated in Foreign
Currencies hereunder shall be determined on each Revaluation Date.


 


SECTION 2.05. Swingline
Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may in its sole discretion make Swingline Loans
in Dollars to the Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that
will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, (ii) the Dollar Amount of
the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment or (iii) subject to Section 2.04, the Dollar
Amount of the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments; provided that the Swingline Lender
shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans.


 


(b)
To request a Swingline Loan, the Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopy),
not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall
specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly
advise the Swingline Lender of any such notice received from the Company. The Swingline Lender shall make each Swingline Loan available
to the Company by means of a credit to the general deposit account of the Company with the Swingline Lender (or, in the case of a Swingline
Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00
p.m., New York City time, on the requested date of such Swingline Loan.


 


(c)
The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on
any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly
upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such
Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s
Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations
in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under
this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans
made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative
Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received
by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted
shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required
to be refunded to the Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Company of any default in the payment thereof.


 






    47 


     


    

 


(d)
The Swingline Lender may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced
Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of the
Swingline Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid interest accrued for the account
of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (x) the
successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect
to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer
to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require.
After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue
to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to
its replacement, but shall not be required to make additional Swingline Loans.


 


(e)
Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as Swingline Lender
at any time upon thirty days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which case, the
Swingline Lender shall be replaced in accordance with Section 2.05(d) above.


 


SECTION 2.06. Letters
of Credit. (a) General. Subject to the terms and conditions set forth herein, the Company may request the issuance of Letters of
Credit denominated in Dollars as the applicant thereof for its or its Subsidiaries’ obligations, in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In
the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter
of credit application or other agreement submitted by the Company to, or entered into by the Company with, the Issuing Bank relating
to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary,
the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would
be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or
territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation
of any Sanctions by any party to this Agreement. The Company unconditionally and irrevocably agrees that, in connection with any
Letter of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph,
the Company will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of
interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in
respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a
guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit).


 






    48 


     


    

 


(b)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or
the amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably
in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal 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 prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Company also shall submit a letter of
credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the
Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the
Dollar Amount of the LC Exposure shall not exceed $25,000,000, (ii) subject to Section 2.04, the Dollar Amount of the Total Revolving
Credit Exposure shall not exceed the aggregate Revolving Commitments and (iii) no Lender’s Dollar Amount of Revolving Credit Exposure
shall exceed its Revolving Commitment. Notwithstanding the foregoing or anything to the contrary contained herein, with respect to all
Letters of Credit, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto,
the outstanding LC Exposure in respect of all Letters of Credit issued by such Issuing Bank and its Affiliates would exceed such Issuing
Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood
and agreed that the Company may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing
Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter
of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a
Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject
to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b). No Issuing Bank shall be under
any obligation to issue any Letter of Credit if the issuance of the Letter of Credit would violate one or more internal policies or procedures
of such Issuing Bank applicable to letters of credit generally.


 


An Issuing Bank shall not
be under any obligation to issue any Letter of Credit if:


 


(i) any order, judgment
or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing
such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require 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 Restatement Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was
not applicable on the Restatement Effective Date and that such Issuing Bank in good faith deems material to it; or


 


(ii)
the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.


 






    49 


     


    

 


(c)
 Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the
beneficiary thereof) 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 the then-current date at the time of such extension) and (ii)
the date that is five (5) Business Days prior to the Maturity Date; provided, that a Letter of Credit may expire up to one year
beyond the Maturity Date so long as the Company cash collateralizes 105% of the amount available to be drawn under such Letter of Credit
no later than five (5) Business Days prior to the Maturity Date in the manner described in Section 2.06(j) and otherwise on terms reasonably
satisfactory to the Administrative Agent.


 


(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 Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving
Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance
of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by
the Company on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the
Company for any reason. Each Revolving 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, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of
the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)
Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse
such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as
of the date the Issuing Bank made such LC Disbursement not later than 12:00 noon, Local Time, on the date that such LC Disbursement is
made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice
has not been received by the Company prior to such time on such date, then not later than 12:00 noon, Local Time, on (i) the Business
Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., Local Time, on the day of receipt, or (ii)
the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time
on the day of receipt; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent Dollar Amount
to such LC Disbursement and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced
by the resulting ABR Revolving Borrowing or Swingline Loan. If the Company fails to make such payment when due, the Administrative Agent
shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such
Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Company, in the same manner as provided in Section 2.07 with respect
to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders.
Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by
a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving
Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse
such LC Disbursement.


 






    50 


     


    

 


(f)
Obligations Absolute. The Company’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this
Section shall be 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 therein, (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 the 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, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions
of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder.
Neither the Administrative Agent, the Revolving Lenders nor the Issuing Bank, nor 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 or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or 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 or any consequence arising from causes
beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability
to the Company 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 Company to the extent permitted by applicable law) suffered by the Company that are caused by the 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 or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the 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 which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the 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.


 


(g)
Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Company
by telephone (confirmed by telecopy) of such demand for payment and whether the 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 Company of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h) Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Company 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 the Company reimburses such LC Disbursement, at the rate per annum
then applicable to ABR Revolving Loans; provided that, if the Company fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be
for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant
to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such
payment.




 






    51 


     


    

 


(i)
Replacement and Resignation of Issuing Bank.


 


(j)
The Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing
Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing
Bank. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall
have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter
and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder,
the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under
this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required
to issue additional Letters of Credit.


 


(k)
Subject to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as an Issuing Bank at any time
upon thirty days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which case, such Issuing Bank
shall be replaced in accordance with Section 2.06(i)(i) above.


 


(l) 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 (or, if the maturity of the Loans has been accelerated, Revolving Lenders with
LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the Dollar
Amount of the LC Exposure as of such date plus any accrued and unpaid 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 the Company described in clause (h)
or (i) of Section 7.01. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by
Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured
Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over
such account and the Company hereby grants the Administrative Agent a security interest in the LC Collateral 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 Company’s 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 be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Company for the LC Exposure at such time or, if the maturity of
the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of
the total LC Exposure), be applied to satisfy other Secured Obligations. If the Company is 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 Company within three (3) Business Days after all Events of Default have been cured or waived.


 






    52 


     


    

 


(m)
Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder
supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary 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 drawings thereunder) 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 such 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 such Subsidiaries.


 


(n)
Issuing Bank Agreements. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall report in writing
to the Administrative Agent (i) promptly following the end of each calendar month, the aggregate amount of Letters of Credit issued by
it and outstanding at the end of such month, (ii) on or prior to each Business Day on which such Issuing Bank expects to issue, amend,
renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the
Letter of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal
or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance,
renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written
confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing
Bank makes any payment under any Letter of Credit, the date of such payment under such Letter of Credit and the amount of such payment,
(iv) on any Business Day on which the Borrower fails to reimburse any payment under any Letter of Credit required to be reimbursed to
such Issuing Bank on such day, the date of such failure and the amount of such payment and (v) on any other Business Day, such other information
as the Administrative Agent shall reasonably request.


 


SECTION 2.07. 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 (i) in the case of Loans denominated in Dollars to the Company, by 12:00 noon, New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in the case of each Loan denominated
in a Foreign Currency or to a Foreign Subsidiary Borrower, by 12:00 noon, Local Time, in the city of the Administrative Agent’s
Eurocurrency Payment Office for such currency and Borrower and at such Eurocurrency Payment Office for such currency and Borrower; provided
that (i) Delayed Draw Term Loans shall be made in a single advance as provided in Section 2.01(b) and (ii) Swingline Loans shall be made
as provided in Section 2.05. The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the
amounts so received, in like funds, to (x) an account of the Company maintained with the Administrative Agent in New York City or Chicago
and designated by the relevant Borrower in the applicable Borrowing Request, in the case of Loans denominated in Dollars to the Company
and (y) an account of such Borrower maintained with the Administrative Agent in the relevant jurisdiction and designated by such Borrower
in the applicable Borrowing Request, in the case of Loans denominated in a Foreign Currency or to a Foreign Subsidiary Borrower; provided
that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the
Administrative Agent to the Issuing Bank.


 






    53 


     


    

 


(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 upon
such assumption, make available to the relevant 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 such 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
such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated
in a Foreign Currency) or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.


 


SECTION 2.08. Interest
Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to
convert such Borrowing to 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. A 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. This Section shall not apply to Swingline Borrowings,
which may not be converted or continued.


 


(b)
To make an election pursuant to this Section, a Borrower, or the Company on its behalf, shall notify the Administrative Agent of
such election (by telephone or irrevocable written notice in the case of a Borrowing denominated in Dollars or by irrevocable written
notice (via an Interest Election Request signed by such Borrower, or the Company on its behalf) in the case of a Borrowing denominated
in a Foreign Currency) 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 such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election
Request signed by the relevant Borrower, or the Company on its behalf. Notwithstanding any contrary provision herein, this Section shall
not be construed to permit any Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency
Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not available under
the Class of Commitments pursuant to which such Borrowing was made.


 


(c)
Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)
the name of the applicable Borrower and 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;


 



    54 


     


    





  


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


 


(iv)
if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and Agreed Currency to be applicable thereto after
giving effect to such election, which Interest Period 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.


 


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


 


(e)
If the relevant 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 (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR Borrowing and (ii) in the case
of a Borrowing denominated in a Foreign Currency (or in Dollars by a Foreign Subsidiary Borrower) in respect of which the applicable Borrower
shall have failed to deliver an Interest Election Request prior to the third (3rd) Business Day preceding the end of such Interest Period,
such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest Period of one month
unless (x) such Eurocurrency Borrowing is or was repaid in accordance with Section 2.11 or (y) such Borrower shall have given the Administrative
Agent an Interest Election Request requesting that, at the end of such Interest Period, such Eurocurrency Borrowing continue as a Eurocurrency
Borrowing for the same or another Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred
and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event
of Default is continuing (i) no outstanding Borrowing borrowed by the Company may be converted to or continued as a Eurocurrency Borrowing,
(ii) unless repaid, each Eurocurrency Borrowing borrowed by the Company shall be converted to an ABR Borrowing (and any such Eurocurrency
Borrowing in a Foreign Currency shall be redenominated in Dollars at the time of such conversion) at the end of the Interest Period applicable
thereto and (iii) unless repaid, each Eurocurrency Borrowing by a Foreign Subsidiary Borrower shall automatically be continued as a Eurocurrency
Borrowing with an Interest Period of one month.


 


SECTION 2.09. Termination
and Reduction of Commitments. (a) Unless previously terminated, (i) the aggregate Delayed Draw Term Loan Commitments shall be automatically
and permanently reduced to zero on the date any Delayed Draw Term Loans are made pursuant to Section 2.01(b), and in any event shall be
automatically and permanently reduced to zero on the Delayed Draw Term Loan Termination Date and (ii) all other Commitments shall terminate
on the Maturity Date.


 


(b)
The Company may at any time terminate, or from time to time reduce, the Revolving Commitments or the Delayed Draw Term Loan Commitments;
provided that (i) each reduction of the applicable Commitments shall be in an amount that is an integral multiple of $1,000,000 and not
less than $5,000,000 and (ii) the Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.11, the Dollar Amount of the Total Revolving Credit Exposure would exceed the aggregate
Revolving Commitments.


 


(c)
The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and
the effective date thereof.


 






    55


     


    

 


Promptly following receipt of any 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 of the Commitments delivered by the Company may state that such notice is
conditioned upon the effectiveness of other credit facilities or other transactions 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 2.10. Repayment
and Amortization of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity
Date in the currency of such Loan and (ii) in the case of the Company, to the Swingline Lender the then unpaid principal amount of each
Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or
last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that
a Revolving Borrowing is made, the Company shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall
be applied by the Administrative Agent to repay any Swingline Loans outstanding. The Company shall repay the Delayed Draw Term Loans on
each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(a)
and Section 2.11(d)):


 


	Date	 	Principal

 Amount	 
	September 30, 2021	 	$	625,000	 
	December 31, 2021	 	$	625,000	 
	March 31, 2022	 	$	625,000	 
	June 30, 2022	 	$	625,000	 
	September 30, 2022	 	$	1,250,000	 
	December 31, 2022	 	$	1,250,000	 
	March 31, 2023	 	$	1,250,000	 
	June 30, 2023	 	$	1,250,000	 
	September 30, 2023	 	$	1,250,000	 
	December 31, 2023	 	$	1,250,000	 
	March 31, 2024	 	$	1,250,000	 
	June 30, 2024	 	$	1,250,000	 
	September 30, 2024	 	$	1,875,000	 
	December 31, 2024	 	$	1,875,000	 
	March 31, 2025	 	$	1,875,000	 
	June 30, 2025	 	$	1,875,000	 
	September 30, 2025	 	$	2,500,000	 
	December 31, 2025	 	$	2,500,000	 
	March 31, 2026	 	$	2,500,000	 




 


To the extent not previously repaid, all unpaid
Delayed Draw Term Loans shall be paid in full in Dollars by the Company on the Maturity Date.


 


(b) Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.


 






    56


     


    

 


(c)
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class,
Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)
The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations.


 


(e)
Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender,
to such Lender and its registered assigns) and in the form attached hereto as Exhibit L. 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 order of the payee named therein (or, if such promissory note is a registered note, to such payee and
its registered assigns).


 


SECTION 2.11. Prepayment
of Loans.


 


(a)
Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable
Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written
notice (promptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency
Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars)
or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of
prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before
the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date
of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing
or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, 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 Revolving Borrowing shall
be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Delayed Draw Term
Loan Borrowing shall be applied ratably to the Delayed Draw Term Loans of the applicable Class included in the prepaid Delayed Draw Term
Loan Borrowing in such order of application as directed by the Company, and each mandatory prepayment of a Delayed Draw Term Loan Borrowing
shall be applied in accordance with Section 2.11(d). Prepayments shall be accompanied by (i) accrued interest to the extent required by
Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


 






    57


     


    

 


(b)
 If at any time, (i) other than as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar
Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as
of the most recent Revaluation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (ii) solely
as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit
Exposures (so calculated) exceeds 105% of the aggregate Revolving Commitments, the Borrowers shall in each case immediately repay Revolving
Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in
an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be
less than or equal to the aggregate Revolving Commitments.


 


(c)
In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any of its Subsidiaries
in respect of any Prepayment Event, the Company shall, within three (3) Business Days after such Net Proceeds are received, prepay the
Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds; provided that,
in the case of any event described in clause (b) of the definition of the term “Prepayment Event”, if the Company shall deliver
to the Administrative Agent a certificate of an Authorized Officer to the effect that the Company or its relevant Subsidiaries intends
to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such
Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in
the business of the Company and/or its Subsidiaries, and certifying that no Default or Event of Default has occurred and is continuing,
then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided,
further that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365-day period (or
within a period of 180 days thereafter if by the end of such initial 365-day period the Company or one or more Subsidiaries shall have
entered into an agreement with an unaffiliated third party to acquire such assets with such Net Proceeds), at which time a prepayment
shall be required in an amount equal to such Net Proceeds that have not been so applied.


 


(d)
All such amounts pursuant to Section 2.11(c) shall be applied (x) first, to prepay the Delayed Draw Term Loans
in the inverse order of maturity and (y) second, to repay the Revolving Loans (including Swingline Loans) ratably without a reduction
in the Revolving Commitments. Prepayments of the Delayed Draw Term Loans may not be reborrowed.


 


(e) Notwithstanding
anything in this Section 2.11 to the contrary, (i) the Borrowers shall not be required to prepay any amount that would otherwise be
required to be paid pursuant to this Section 2.11 to the extent that (A) the relevant asset disposition described in clause (a) of
the definition of Prepayment Event is consummated by any Foreign Subsidiary, or (B) the relevant events described in clause (b) of
the definition of Prepayment Event produce Net Proceeds received by any Foreign Subsidiary, as the case may be, solely to the extent
and for so long as the repatriation to the Company of any such amount or application of any such amount to the Obligations of any
Foreign Subsidiary Borrower would be prohibited under any law, regulation or order of any Governmental Authority or conflict with
the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a
material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of
such Foreign Subsidiary (the Borrowers hereby agree to cause the applicable Foreign Subsidiary to promptly take all commercially
reasonable actions required by applicable law, regulation or order of such Governmental Authority to permit such repatriation or
application of proceeds); it being understood that once the repatriation of the relevant affected Net Proceeds or application of any
such amount to the Obligations of any Foreign Subsidiary Borrower, as the case may be, is permitted under the applicable law,
regulation or order of such Governmental Authority and, to the extent applicable, would no longer conflict with the fiduciary duties
of such director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for
the Persons described above, the relevant Foreign Subsidiary will promptly (and in any event not later than two (2) Business Days
after such repatriation or application of proceeds would be permitted) (net of additional Taxes payable or reserved against as a
result thereof) cause the application of any such amount to the repayment of the Obligations as required pursuant to Section
2.11(c), and (ii) if the Borrowers determine in good faith that the repatriation to the Company of any amounts required to make the
repayment of the Obligations as required pursuant to Section 2.11(c) would result in material and adverse tax consequences, taking
into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a
 “Restricted Amount”), as reasonably determined by the Company, the amount the Borrowers shall be required to
mandatorily prepay pursuant to Section 2.11(c) shall be reduced by the Restricted Amount until such time as it may repatriate to the
Company the Restricted Amount without incurring such material and adverse tax liability; provided that to the extent that the
repatriation of any Net Proceeds from the relevant Foreign Subsidiary would no longer have an adverse tax consequence, an amount
equal to the Net Proceeds not previously applied pursuant to the Obligations, shall be promptly (any in any event within two (2)
Business Days after such repatriation is permitted) applied to the repayment of the Obligations pursuant to Section 2.11(c).


 






    58


     


    

 


SECTION 2.12. Fees.
(a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable
Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the
Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender
continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue
on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates
to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure; provided further that no facility
fee shall be paid to a Defaulting Lender as provided in Section 2.24(a). Accrued facility fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on which any Revolving Commitments terminate, commencing on the
first such date to occur after the date hereof; provided that any facility fees accruing after the date on which any Revolving
Commitments terminate shall be payable on demand. All facility 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 (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to
its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate
applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date
to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which
such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at a
rate per annum separately agreed upon between the Company and the Issuing Bank on the average daily Dollar Amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement
Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases
to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment,
cancellation, negotiation, transfer, presentment, renewal 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 third (3rd) Business Day following such last day, commencing on the first such date to occur
after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand.
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).


 






    59


     


    

 


(c)
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.


 


(d)
All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section)
and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution,
in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


SECTION 2.13. Interest.
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate. Each Swingline Loan
shall bear interest at the Alternate Base Rate plus the Applicable Rate or an alternate interest rate agreed upon between the Company
and the Swingline Lender.


 


(b)
The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate or the Adjusted EURIBOR Rate, as
applicable 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 fee or other amount payable by any Borrower 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 any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable
to ABR Loans as provided in paragraph (a) of this Section.


 


(d)
Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving
Loans, upon termination of the Revolving Commitments; 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 Revolving
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 any 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 shall be payable for the actual number of days elapsed (including the first day but excluding the last
day). The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Rate, Adjusted EURIBOR Rate or EURIBOR Rate shall be determined by
the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


SECTION 2.14. Alternate
Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.14, if prior to the commencement of any
Interest Period for a Eurocurrency Borrowing:


 






    60


     


    

 


(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, the LIBO Rate, the Adjusted EURIBOR Rate or the EURIBOR Rate, as applicable (including
because the Relevant Screen Rate is not available or published on a current basis), for the applicable Agreed Currency and such Interest
Period; or


 


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


 


then the Administrative Agent
shall give notice thereof to the Company and the Lenders by telephone, telecopy or electronic mail 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 in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective, (B) if any
Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing, and (C) if any
Borrowing Request requests a Eurocurrency Borrowing in a Foreign Currency, then such request shall be ineffective; provided that
if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted.
Furthermore, if any Eurocurrency Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of the notice from
the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Eurocurrency Loan, then
until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist,
(i) if such Eurocurrency Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next
succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute,
an ABR Loan denominated in Dollars on such day and (ii) if such Eurocurrency Loan is denominated in any Agreed Currency other than Dollars,
then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day
is not a Business Day), at the Company’s election prior to such day: (A) be prepaid by the Company on such day or (B) solely for
the purpose of calculating the interest rate applicable to such Eurocurrency Loan, such Eurocurrency Loan denominated in any Agreed Currency
other than Dollars shall be deemed to be a Eurocurrency Loan denominated in Dollars and shall accrue interest at the same interest rate
applicable to Eurocurrency Loans denominated in Dollars at such time.


 


(b)            Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan
Document” for purposes of this Section 2.14) , 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 (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) 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 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 (y) if a
Benchmark Replacement is determined in accordance with clause (3) 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 Loan
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) 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 of each affected Class.


 






    61


     


    

 


(c)
Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph,
(x) with respect to a Loan denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date, or (y)
with respect to a Loan denominated in euro, if a Term ESTR Transition Event and its related Benchmark Replacement Date, as applicable,
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 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 clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders
and the Company a Term SOFR Notice or a Term ESTR Notice, as applicable. For the avoidance of doubt, the Administrative Agent shall not
be required to deliver any (x) Term SOFR Notice after the occurrence of a Term SOFR Transition Event, or (y) Term ESTR Notice after the
occurrence of a Term ESTR Transition Event, and may do so in its sole discretion.


 


(d)
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.


 


(e)
The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event
or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) 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 2.14, 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 2.14.


 


(f)
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), (i) if the then-current Benchmark is a term rate (including Term SOFR, Term ESTR, LIBO Rate or EURIBOR Rate)
and either (A) 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 (B) 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 (ii) if a tenor that was removed pursuant to clause (i)
above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B)
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.


 






    62


     


    

 


(g)
 Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any
request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted or continued during
any Benchmark Unavailability Period and, failing that, either (x) the Company will be deemed to have converted any request for a Eurocurrency
Borrowing denominated in Dollars into a request for a Borrowing of or conversion to ABR Loans or (y) any Eurocurrency Borrowing denominated
in a Foreign Currency shall be ineffective. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of ABR. Furthermore, if any Eurocurrency Loan in any Agreed Currency is outstanding on the date
of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable
to such Eurocurrency Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section
2.14, (i) if such Eurocurrency Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or
the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and
shall constitute, an ABR Loan denominated in Dollars on such day or (ii) if such Eurocurrency Loan is denominated in any Agreed Currency
other than Dollars, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business
Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day
or (B) solely for the purpose of calculating the interest rate applicable to such Eurocurrency Loan, such Eurocurrency Loan denominated
in any Agreed Currency other than Dollars shall be deemed to be a Eurocurrency Loan denominated in Dollars and shall accrue interest at
the same interest rate applicable to Eurocurrency Loans denominated in Dollars at such time.


 


SECTION 2.15. Increased
Costs. (a) If any Change in Law shall:(i) impose, modify or deem applicable any reserve, special
deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets
of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted
LIBO Rate or the Adjusted EURIBOR Rate, as applicable) or the Issuing Bank;


 


(ii)
impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes)
affecting this Agreement or 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 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 or such other Recipient of making, continuing, converting into or maintaining any Loan or of
maintaining its obligation to make any such Loan (including, without limitation, pursuant to any conversion of any Borrowing
denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to increase the cost to such Lender,
the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (including, without
limitation, pursuant to any conversion of any Borrowing denominated in an Agreed Currency into a Borrowing denominated in any other
Agreed Currency) or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient
hereunder, whether of principal, interest or otherwise (including, without limitation, pursuant to any conversion of any Borrowing
denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency), then the applicable Borrower will pay
to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate
such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered
as reasonably determined by such Lender or the Issuing Bank (which determination shall be made in good faith (and not on an
arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender or the Issuing Bank under
agreements having provisions similar to this Section 2.15 after consideration of such factors as such Lender or the Issuing Bank
then reasonably determines to be relevant).


 






    63


     


    

 


(b)
If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have
the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s
or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy and liquidity), then from time to time the applicable Borrower will pay to such Lender or the Issuing
Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s
or the Issuing Bank’s holding company for any such reduction suffered as reasonably determined by such Lender or the Issuing Bank
(which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated
customers of the applicable Lender or the Issuing Bank under agreements having provisions similar to this Section 2.15 after consideration
of such factors as such Lender or the Issuing Bank then reasonably determines to be relevant).


 


(c)
A certificate of a Lender or the Issuing Bank setting forth the amount or amounts and reasonable calculations with respect thereto
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b)
of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay, or cause the other
Borrowers to pay, such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10)
days after receipt thereof.


 


(d)
Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Company shall
not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 90 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Company of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period
referred to above shall be extended to include the period of retroactive effect thereof.


 


SECTION 2.16. 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 or as a result of any prepayment pursuant to
Section 2.11), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c)
the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith) or (d) 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 2.19, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and
expense attributable to such event. 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 which would have accrued on the principal amount of such Loan had
such event not occurred, at the Adjusted LIBO Rate or the Adjusted EURIBOR Rate, as applicable, that would have been applicable to
such Loan, 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 which would accrue on such principal amount for such period at the interest rate which such Lender would bid were
it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and period from other
banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The
applicable Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt
thereof.


 






    64


     


    

 


SECTION 2.17. Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall
be made without deduction or withholding for any Taxes, except as required by applicable 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 Loan Party 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 2.17) 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 relevant Borrower shall timely pay to the relevant Governmental Authority in
accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)
Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant
to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


 


(d)
Indemnification by the Loan Parties. The Loan Parties shall indemnify each Recipient, within 10 days after demand therefor,
for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section) 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 relevant Borrower
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.


 


(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 any Loan Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) 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 the Lender from any other source against any
amount due to the Administrative Agent under this paragraph (e).


 






    65


     


    

 


(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 Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrowers 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 Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested
by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission
would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position
of such Lender.


 


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


 


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


  


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


 


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


 






    66


     


    

 


(2) in the case of a Foreign Lender
claiming that its extension of credit will generate U.S. effectively connected income, an executed 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 J-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 such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and
(y) an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(4) to the extent
a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-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 J-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 such Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals 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 such Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


 


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


 






    67


     


    

 



 


(iii)
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 2.17 (including by the payment of additional amounts
pursuant to this Section 2.17), 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 2.17 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 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.


 


(h)
Survival. Each party’s obligations under this Section 2.17 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 any Loan Document.


 


(i)  
Defined Terms. For purposes of this Section 2.17, the term “Lender” includes the Issuing Bank and the term
 “applicable law” includes FATCA.


 


SECTION 2.18.   Payments
Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs.


 


(a) Each
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments
denominated in Dollars by the Company, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign
Currency or by a Foreign Subsidiary Borrower, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency
Payment Office for such currency, in each case on the date when due, in immediately available funds, without set-off 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 (i)
in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and
(ii) to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Credit
Event denominated in a Foreign Currency or to a Foreign Subsidiary Borrower, the Administrative Agent’s Eurocurrency Payment
Office for such currency, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder 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. Notwithstanding the foregoing provisions of this
Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in
the country which issues such currency with the result that the type of currency in which the Credit Event was made (the
 “Original Currency”) no longer exists or any Borrower is not able to make payment to the Administrative Agent for
the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall
instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it
being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or
exchange regulations.


 






    68


     


    

 


(b) 
At any time that payments are not required to be applied in the manner required by Section 7.02, if any proceeds of Collateral
received by the Administrative Agent not constituting (A) a specific payment of principal, interest, fees or other sum payable under
the Loan Documents (which shall be applied as specified by the Company) or (B) a mandatory prepayment (which shall be applied in
accordance with Section 2.11), shall be applied in the following order: first, to pay any fees, indemnities, or expense reimbursements
then due to the Administrative Agent and the Issuing Bank from any Borrower, second, to pay any fees or expense reimbursements
then due to the Lenders from any Borrower ratably, third, to pay interest then due and payable on the Loans ratably, fourth,
to (x) prepay principal on the Loans and unreimbursed LC Disbursements and (y) pay any amounts owing with respect to Banking Services
Obligations and Swap Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause fourth
held by them, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn
face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral
for such Obligations and sixth, to the payment of any other Secured Obligation due to the Administrative Agent or any Secured Party
by any Borrower ratably. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap
Obligation of such Loan Party but appropriate adjustments shall be made with respect to payments from the other Loan Parties or on account
of their assets to preserve the allocation to the Obligations set forth in the preceding sentence. Notwithstanding anything to the contrary
contained in this Agreement, unless so directed by the Company, or unless a Default is in existence, none of the Administrative Agent
or any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (a) on the expiration date of
the Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there are no outstanding
ABR Loans of the same Class and, in any event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16.
The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such
proceeds and payments to any portion of the Secured Obligations, provided that, no such application, reversal or reapplication shall be
performed in any manner for the purpose of increasing the amount of interest, fees or break funding payments to be paid by the Borrowers.


 


(c) At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable
expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums
payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by a
Borrower (or the Company on behalf of a Borrower) pursuant to Section 2.03 or a deemed request as provided in this Section or
may be deducted from any deposit account of such Borrower maintained with the Administrative Agent. Each Borrower hereby irrevocably
authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and
fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall
constitute Loans (including Swingline Loans) and that all such Borrowings shall be deemed to have been requested pursuant to
Sections 2.03 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of the relevant
Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or
any other amount due under the Loan Documents.


 






    69


     


    

 


(d) 
If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; 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 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 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 and Swingline Loans to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). 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 such
Borrower rights of set-off 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.


 


(e) 
Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that such 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 Bank, as the case may be, the amount due. In such event, if such Borrower
has not in fact made such payment, then each of the Lenders or the Issuing Bank, 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 Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign
Currency).


 


(f)   If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or
9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts
thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent, the
Swingline Lender or the Issuing Bank to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied
obligations are fully paid and/or (ii) hold any such amounts in a segregated account over which the Administrative Agent shall have
exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in
the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.


 






    70


     


    

 


SECTION 2.19.  Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if 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 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in
the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation
or assignment.


 


(b) 
If (i) any Lender requests compensation under Section 2.15, (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 2.17, (iii) any Lender becomes a
Defaulting Lender, or (iv) if any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any
provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected
thereby (so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be 50% for this purpose)
has been obtained), 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 Sections 2.15 or 2.17) and obligations under the Loan Documents
to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being
assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting
from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result
in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto,
as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation
cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an
Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement
incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent
and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for
such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following
the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to
evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse
to or warranty by the parties thereto.


 






    71


     


    

 


SECTION 2.20.  
Expansion Option. The Company may from time to time elect to increase the Revolving Commitments or enter into one or more tranches
of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $10,000,000 so long as, after
giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $275,000,000. The Company
may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving
Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks,
financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”;
provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Commitments,
or to participate in such Incremental Term Loans, or provide new Revolving Commitments, as the case may be; provided that (i) each
Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent and each Issuing Bank and Swingline Lender
to the extent the consent of the Issuing Bank or the Swingline Lender would be required to effect an assignment under Section 9.04(b),
and (ii) (x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially
in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender
execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than (i) the Lenders
participating in the increase or any Incremental Term Loan and (ii) in the case of any increase of the Revolving Commitments, each Issuing
Bank) shall be required for any increase in Revolving Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases
and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date
agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent
shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment
of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date
of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of
Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate
to that effect dated such date and executed by a Financial Officer of the Company and (B) the Company shall be in compliance (on
a pro forma basis) with the covenants contained in Section 6.10 and (ii) the Administrative Agent shall have received
documents and opinions consistent with those delivered on the Restatement Effective Date as to the organizational power and authority
of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments
or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the
Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the
other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments
to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage
of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed to
have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing
to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable
Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.03). The deemed
payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest
on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the
provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental
Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Delayed Draw Term Loans, (b) shall
not mature earlier than the Maturity Date (but may have amortization prior to such date) and shall not have a Weighted Average Life to
Maturity earlier than the Delayed Draw Term Loans and (c) shall be treated substantially the same as (and in any event no more favorably
than) the Revolving Loans and the Delayed Draw Term Loans; provided that (i) the terms and conditions applicable to any tranche
of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants
or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced
differently than the Revolving Loans and the Delayed Draw Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment
or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents,
executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche,
if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative
Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20 shall constitute, or otherwise
be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans,
at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.20,
any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably
request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States
of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall
be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, rules and regulations,
including without limitation, the Patriot Act.


 






    72


     


    

 


SECTION 2.21.   (Intentionally
omitted).


 


SECTION 2.22.   Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder
in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative
Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations
of each Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in
a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender
or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative
Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative
Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against
such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative
Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such
excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees
to remit such excess to such Borrower.


 


SECTION 2.23.   Designation
of Foreign Subsidiary Borrowers. The Company may at any time and from time to time, with not less than five (5) Business
Days’ prior notice to the Lenders, and subject to the requirements set forth in the definition of Eligible Foreign Subsidiary,
designate any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing
Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in
Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Foreign
Subsidiary Borrower and a party to this Agreement. Each Foreign Subsidiary Borrower shall remain a Foreign Subsidiary Borrower until
the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such
Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement. Notwithstanding
the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower at a time
when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder, provided that such Borrowing
Subsidiary Termination shall be effective to terminate the right of such Foreign Subsidiary Borrower to make further Borrowings
under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall
furnish a copy thereof to each Lender.


 






    73


     


    

 


SECTION 2.24.   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) 
fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)  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 Section 7.02 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 or Swingline Lender
hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth,
as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the 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 future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit
issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the
Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the
Issuing Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists,
to the payment of any amounts owing to a 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
or under any other Loan Document; 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 4.02 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
and funded and unfunded participations in the Borrowers’ obligations corresponding to such Defaulting Lender’s LC
Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to
clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held)
to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;


 






    74


     


    

 


(c) 
the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required
Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to
Section 9.02); provided, that, except as otherwise provided in Section 9.02, this clause (c) shall not apply to the vote of a Defaulting
Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected
thereby;


 


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


 


(i) 
all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender
that is a Swingline Lender, the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall
be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that
such reallocation does not, as to any non-Defaulting Lender, cause the Dollar Amount of such non-Defaulting Lender’s Revolving Credit
Exposure to exceed its Revolving Commitment;


 


(ii) 
if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within three (3)
Business Days following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, upon
request of the Administrative Agent, cash collateralize for the benefit of the Issuing Bank only the Borrowers’ obligations corresponding
to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance
with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;


 


(iii) 
if the Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)
if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and


 


(v) 
if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to
clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all facility
fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s
Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash
collateralized; and


 


(e)  so
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing
Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and
the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting
Lenders and/or cash collateral will be provided by the Company in accordance with Section 2.24(d), and participating interests in
any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders
in a manner consistent with Section 2.24(d)(i) (and such Defaulting Lender shall not participate therein).


 






    75


     


    

 


If (i) a Bankruptcy Event
or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue
or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under
one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline
Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing
Bank, as the case may be, shall have entered into arrangements with the Company or such Lender, reasonably satisfactory to the Swingline
Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.


 


In the event that the Administrative
Agent, the Company, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and 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
(other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans
in accordance with its Applicable Percentage.


 


ARTICLE
III



Representations and Warranties


 


Each Borrower represents and
warrants to the Lenders that:


 


SECTION 3.01.   Organization;
Powers; Subsidiaries. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing (to the extent
such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent
such concept is applicable) in, every jurisdiction where such qualification is required. As of the date hereof, Schedule 3.01 hereto identifies
each Subsidiary, if such Subsidiary is a Material Subsidiary, the jurisdiction of its incorporation or organization, as the case may be,
the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Company and
the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description
of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Subsidiary are
validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01
as owned by the Company or another Subsidiary as of the date hereof are owned, beneficially and of record, by the Company or any Subsidiary
free and clear of all Liens, other than Liens created under the Loan Documents. There are no outstanding commitments or other obligations
of the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class
of capital stock or other equity interests of the Company or any Subsidiary.


 


SECTION 3.02. Authorization;
Enforceability. The Transactions are within each Borrower’s organizational powers and have been duly authorized by all
necessary organizational actions and, if required, actions by equity holders. This Agreement and each other Loan Document to which
each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding
obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


 






    76


     


    

 


SECTION 3.03.   Governmental
Approvals; No Conflicts. The Transactions (a) do not require the Company or any of its Subsidiaries to obtain or make 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 and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will
not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries
or any order of any Governmental Authority applicable to the Company or any of its Subsidiaries, (c) will not violate or result in a default
under any indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries or its assets, or give rise to
a right thereunder to require any payment to be made by the Company or any of its Subsidiaries, and (d) will not result in the creation
or imposition of any Lien on any asset of the Company or any of its Subsidiaries, other than Liens created under the Loan Documents.


 


SECTION 3.04.   Financial
Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and
statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2020 reported on by Deloitte
LLP. Such 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 as of such dates and for such periods in accordance with GAAP.


 


(b) 
Since December 31, 2020, there has been no material adverse change in the business, assets, operations or financial condition of
the Company and its Subsidiaries, taken as a whole.


 


SECTION 3.05.  Properties.
(a) Each of the Company and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material
to its business, except for minor defects in title that do not materially interfere with its ability to conduct its business as currently
conducted or to utilize such properties for their intended purposes.


 


(b)
  Each of the Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and, to the knowledge of the Company, the use thereof by the Company and its Subsidiaries
does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.06.  Litigation
and Environmental Matters. (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any Borrower, threatened against or affecting the Company or any of its Subsidiaries
(i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions. There
are no labor controversies pending against or, to the knowledge of the Company, threatened against or affecting the Company or any of
its Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or
(ii) that involve this Agreement or the Transactions.


 






    77


     


    

 


(b)
   Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.


 


SECTION 3.07.   Compliance
with Laws and Agreements.  Each of the Company and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental
Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except
where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.08.   Investment
Company Status.  Neither the Company nor any of its Subsidiaries is an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940.


 


SECTION 3.09.   Taxes.
  Each of the Company and its Subsidiaries 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 have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves or
(b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.10.   ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.11.  
Disclosure.  (a) The Company has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished
by or on behalf of the Company or any Subsidiary to the Administrative Agent or any Lender in connection with the Information Memorandum,
the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent
only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


(b) 
As of the Restatement Effective Date, to the best knowledge of the Company, the information included in the most recent Beneficial
Ownership Certification, if any, provided on or prior to the Restatement Effective Date to any Lender in connection with this Agreement
is true and correct in all respects.


 


SECTION 3.12.   Federal Reserve
Regulations.  No part of the proceeds of any Loan have been used or will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including Regulations T, U and X.


 


SECTION 3.13.   Liens.
There are no Liens on any of the real or personal properties of the Company or any Subsidiary except for Liens permitted by Section 6.02.


 


SECTION 3.14.   No Default.  No Default or Event of Default
has occurred and is continuing.


 









    78


     


    

 






 


SECTION 3.15. Anti-Corruption
Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the
Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering
Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and employees and to the knowledge of the
Company its directors and agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in
all material respects and, in the case of any Foreign Subsidiary Borrower, is not knowingly engaged in any activity that could reasonably
be expected to result in such Borrower being designated as a Sanctioned Person. None of (a) the Company, any Subsidiary or to the knowledge
of the Company or such Subsidiary any of their respective directors, officers or 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 the credit facility established
hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate any Anti-Corruption
Law or applicable Sanctions. The foregoing representations in this Section 3.15 will not apply to any party hereto to which Council
Regulation (EC) 2271/96 (the “Blocking Regulation”) applies, if and to the extent that such representations are
or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, (i) any
provision of the Blocking Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European
Union) or (ii) any similar blocking or anti-boycott law in the United Kingdom.


 


SECTION 3.16. Insurance.
The Company maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance
on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties
and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar
locations.


 


SECTION 3.17. Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid perfected Liens on all
the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing
Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having
priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted
Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law and (b) Liens
perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained
or does not maintain possession of such Collateral.


 


SECTION 3.18. Use of Proceeds.
The proceeds of the Loans have been used and will be used, whether directly or indirectly as set forth in Section 5.08.


 


SECTION 3.19. Solvency.


 


(a)
Immediately after the consummation of the Transactions to occur on or before the Restatement Effective Date, the Company and its
Subsidiaries, taken as a whole, are and will be solvent as provided in the certificates provided pursuant to Sections 4.01(g) and 4.04(d),
respectively, and will be Solvent at all other times after the Restatement Effective Date.


 


(b) The
Company does not intend to, nor will it permit any of its Subsidiaries to, and the Company does not believe that it or any of its
Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of
cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary.


 









    79 


     


    

 


SECTION 3.20. Affected
Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 3.21. Plan Assets;
Prohibited Transactions. None of the Company or any of its Subsidiaries is an entity deemed to hold “plan assets” (within
the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the Transactions, including the making
of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code.


 


ARTICLE
IV



Conditions


 


SECTION 4.01. Restatement
Effective Date. The amendment and restatement of the Existing Credit Agreement and the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions
is satisfied (or waived in accordance with Section 9.02):


 


(a)
The Administrative Agent (or its counsel) shall have received (i) from each party hereto (including any Departing Lender) either
(A) a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06(b), may include any Electronic Signatures
transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page) or
(B) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.06(b), may include any Electronic Signatures
transmitted by telecopy, emailed pdf or any other electronic means that reproduced an image of an actual executed signature page of this
Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents (or amendments
to, amendments and restatements of or reaffirmations of the Existing Loan Documents) and such other certificates, documents, instruments
and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement
and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order
of each such requesting Lender, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further
described in the list of closing documents attached as Exhibit E.


 


(b)
The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and
any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory
to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit E.


 


(c)
The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders
and dated the Restatement Effective Date) of (a) Kristin Stokes, General Counsel of the Company and (b) Dorsey & Whitney LLP, U.S.
counsel to the Loan Parties, in each case, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions
as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.


 


(d)
 The Lenders, the Administrative Agent and the Lead Arrangers shall have received or been authorized to deduct from the proceeds
of the Credit Events to occur on the Restatement Effective Date all fees required to be paid by the Company on or before the Restatement
Effective Date, and all expenses for which invoices have been presented not less than two (2) Business Days prior to the Restatement Effective
Date (except as otherwise reasonably agreed by the Company).


 









    80 


     


    

 


(e)
The Lead Arrangers shall have received (i) audited consolidated financial statements of the Company for the fiscal years ended
December 31, 2019 and December 31, 2020; (ii) unaudited consolidated financial statements for any interim period or periods of each of
the Company ended after the date of the most recent audited financial statements, to the extent available; and (iii) customary additional
audited and unaudited financial statements for all recent, probable or pending acquisitions by the Company or any of its Subsidiaries.
The filing of the required financial statements under clauses (i) and (ii) above on form 10-K and/or form 10-Q by the Company, as applicable
will satisfy such requirements for the Company.


 


(f)
The Administrative Agent shall have received a copy of the plan and forecast covering a period of not less than four (4) years
(including a projected consolidated balance sheet, income statement and cash flow statement) of the Company and its Subsidiaries in form
reasonably satisfactory to the Administrative Agent and demonstrating, in the reasonable judgment of the Administrative Agent, the ability
of the Company and the other Borrowers to repay their debts and to comply with the financial covenants hereunder.


 


(g)
The Administrative Agent shall have received (i) a certificate in the form of Exhibit M, dated the Restatement Effective Date and
signed by the chief financial officer of the Company, certifying that the Company and its Subsidiaries are solvent as provided therein
as of the Restatement Effective Date immediately after the consummation of the Transactions being effected on or before the Restatement
Effective Date and (ii) a certificate dated as of the Restatement Effective Date and signed by the president, vice president or a Financial
Officer of the Company confirming compliance with the conditions set forth in Section 4.02(a) and (b) hereof.


 


(h)
The Administrative Agent shall have received, at least five (5) days prior to the Restatement Effective Date, all documentation
and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws,
rules and regulations, including the PATRIOT Act. To the extent the Company qualifies as a “legal entity customer” under the
Beneficial Ownership Regulation, at least five (5) days prior to the Restatement Effective Date, any Lender that has requested, in a written
notice to the Company at least ten (10) days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation
to the Company shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such
Lender of its signature page to this Agreement, the condition set forth in this sentence shall be deemed to be satisfied).


 


(i)
The Administrative Agent (or its counsel) shall have received the following:


 


(i) each document (including
any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to
be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties (or to
reaffirm or re-evidence the perfection of), a perfected Lien on the Collateral described therein, prior and superior in right to any other
Person (other than with respect to Liens expressly permitted by Section 6.02), in proper form for filing, registration or recordation;
and


 


(ii) (A) the
certificates (if any) representing the Equity Interests pledged pursuant to the Collateral Documents, together with an undated stock
power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (B) each promissory note
(if any) pledged to the Administrative Agent pursuant to the Collateral Documents endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank) by the pledgor thereof.


 









    81 


     


    

 


(j)
Each Departing Lender shall have received payment in full of all of its outstanding “Obligations” owing under the Existing
Credit Agreement (other than obligations to pay fees and expenses with respect to which the Company has not received an invoice, contingent
indemnity obligations and other contingent obligations owing to it under the Existing Loan Documents).


 


(k)
The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Banks, any Lender or
their respective counsel may have reasonably requested.


 


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


 


SECTION 4.02. Each Other
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend,
renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)
The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects
(and in all respects if qualified by Material Adverse Effect or other materiality qualifier) on and as of the date of such Borrowing or
the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.


 


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


 


(c)
No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain,
any Lender from making the requested Loan or the Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount
of or participating in the Letter of Credit requested to be issued, renewed, extended or increased.


 


Each Borrowing and each issuance, amendment, renewal
or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as
to the matters specified in paragraphs (a) and (b) of this Section.


 


SECTION 4.03. Designation
of a Foreign Subsidiary Borrower. The designation of a Foreign Subsidiary Borrower pursuant to Section 2.23 is subject to the condition
precedent that the Company or such proposed Foreign Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative
Agent:


 


(a)
Copies, certified by the Secretary or Assistant Secretary of such Subsidiary, of its Board of Directors’ resolutions (and
resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement
and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent
or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary;


 





(b) An
incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary, which shall identify by name and title
and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing
Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the
Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such
Subsidiary;


 






    82 


     


    

 


(c)
Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel,
with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative
Agent and addressed to the Administrative Agent and the Lenders; and


 


(d)
Any promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the Administrative
Agent.


 


ARTICLE
V



Affirmative Covenants


 


Until the Commitments have expired
or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all
Letters of Credit shall have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed,
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 and each Lender:


 


(a)
within ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by Deloitte LLP or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition
and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;


 


(b)
within forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its consolidated
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter
and the then elapsed portion of the fiscal year, setting forth in each case 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 previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;


 


(c) concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i)
certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with
Section 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate;


 






    83 


     


    

 


(d)
concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported
on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements
of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);


 


(e)
concurrently with the delivery of the certificate of a Financial Officer of the Company as required by clause (c) above, updated
versions of the Exhibits to the Security Agreement (provided that if there have been no changes to any such Exhibits since the previous
updating thereof required hereby, the Company shall indicate that there has been “no change” to the applicable Exhibit(s));


 


(f)
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials
filed by the Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or
all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally,
as the case may be; and


 


(g)
promptly following any request therefor, (x) such other information regarding the operations, business affairs and financial condition
of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably
request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance
with applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including the Patriot Act and
the Beneficial Ownership Regulation.


 


All financial statements and reports referred
to in Sections 5.01(a) and (b) shall be deemed to have been delivered upon the date on which such documents are filed for public availability
on the U.S. Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System and the receipt by the Administrative
Agent of electronic notice from the Company with a link to such financial statements and reports. Notwithstanding anything contained herein,
in every instance the Company shall be required to provide copies of the compliance certificates required by clause (c) of this Section 5.01
to the Administrative Agent by electronic mail of pdf documents, unless otherwise requested by the Administrative Agent.


 


SECTION 5.02. Notices of
Material Events. The Company will furnish to the Administrative Agent and each Lender prompt 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 Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;


 


(c)
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in a Material Adverse Effect;


 


(d)
any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and


 






    84 


     


    

 


(e)
 any change in the information provided in the Beneficial Ownership Certification delivered to such Lender, if any, that would
result in a change to the list of beneficial owners identified in such certification.


 


Each notice delivered under this Section shall
be accompanied by a statement of a Financial Officer or other executive officer of the Company 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 of its Subsidiaries to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution
permitted under Section 6.03.


 


SECTION 5.04. Payment of
Obligations. The Company will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if
not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except
where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary
has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.05. Maintenance
of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain with financially
sound and reputable carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss
or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption;
and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or
similar businesses operating in the same or similar locations and (ii) all insurance required pursuant to the Collateral Documents.
The Company will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance
so maintained. The Company shall deliver to the Administrative Agent endorsements (x) to all “All Risk” physical damage
insurance policies on all of the Loan Parties’ tangible personal property and assets insurance policies naming the Administrative
Agent as lender loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent an additional
insured. In the event the Company or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the
policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without
waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation
to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the
Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable
as provided in this Agreement. The Company will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty
or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any
material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.


 






    85 


     


    

 


SECTION 5.06. Books
and Records; Inspection Rights. The Company will, and will cause each of its Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and transactions in relation to its business and
activities. The Company will, and will cause each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts
from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested. The Company acknowledges that the Administrative Agent, after exercising
its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Company and its
Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders.


 


SECTION 5.07. Compliance
with Laws. The Company will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of
any Governmental Authority applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all
material respects its obligations under material agreements to which it is a party, in each case except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and
enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers,
employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.


 


SECTION 5.08. Use of Proceeds.


 


(a)
The proceeds of the Delayed Draw Term Loans, along with other funds (including certain proceeds of Revolving Loans), shall be used
to repay in full the outstanding Private Placement Notes.


 


(b)
The proceeds of the Revolving Loans after the Restatement Effective Date shall be used to repay existing indebtedness (including
the outstanding Private Placement Notes), fees and expenses associated with the Transactions, finance the working capital needs, and for
general corporate purposes, of the Company and its Subsidiaries in the ordinary course of business (including acquisitions (other than
Hostile Acquisitions), investments in joint ventures, dividends and share repurchases, all to the extent permitted hereunder).


 


(c)
No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any
of the Regulations of the Board, including Regulations T, U and X. No Borrower will request any Borrowing or Letter of Credit, and no
Borrower shall use, and the Company shall procure that its Subsidiaries and its or their respective directors, officers, employees and
agents shall not use, the proceeds of any Borrowing or Letter of Credit (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 or Anti-Money Laundering
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, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by
a corporation incorporated in the United States or in a European Union member state or (iii) in any manner that would result in the violation
of any Sanctions applicable to any party hereto. The foregoing clauses (ii) and (iii) of this Section 5.08(c) will not apply
to any party hereto to which the Blocking Regulation applies, if and to the extent that such provisions are or would be unenforceable
by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, (i) any provision of the Blocking
Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European Union) or (ii) any
similar blocking or anti-boycott law in the United Kingdom.


 






    86 


     


    

 


SECTION 5.09. Subsidiary
Guaranty; Pledges; Additional Collateral; Further Assurances.


 


(a) As
promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent)
after any Person becomes a Subsidiary and qualifies as, or any Subsidiary qualifies independently as, or is designated by the
Company or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, or
in the event the Company elects to designate any Subsidiary as a Subsidiary Guarantor, the Company shall provide the Administrative
Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and
shall cause each such Subsidiary which also qualifies as a Subsidiary Guarantor to deliver to the Administrative Agent a joinder to
the Subsidiary Guaranty and the Security Agreement (in each case) in the form contemplated thereby pursuant to which such Subsidiary
agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by
appropriate corporate resolutions, other corporate documentation and legal and joinder opinions, as the Administrative Agent may
reasonably request, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the
foregoing, no Receivables Entity shall be required to become a Subsidiary Guarantor.


 


(b)
The Company will cause, and will cause each other Loan Party, other than a Foreign Subsidiary Borrower, to cause, all of its owned
personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the
Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions
of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing,
the Company will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary
directly owned by the Company or any other Loan Party, other than a Foreign Subsidiary Borrower, to be subject at all times to a first
priority, perfected Lien under the UCC in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms
and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request,
including Pledge Agreements required to create a first priority perfected Lien in the Equity Interests of a First-Tier Foreign Subsidiary
that is a Material Subsidiary under the laws of its jurisdiction of incorporation or organization. Notwithstanding the foregoing, no such
Pledge Agreement in respect of the Equity Interests of a First-Tier Foreign Subsidiary that is a Material Subsidiary shall be required
hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support
for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable Pledge Agreements.


 


(c)
Without limiting, but not in contravention of, the foregoing, the Company will, and will cause each Subsidiary to, execute and
deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take
or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other
actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative
Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents
and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of
the Company; provided that the Company shall not be required to cause such action to be taken if a Deemed Dividend Problem or Financial
Assistance Problem would occur.


 


(d)
If any assets are acquired by a Loan Party after the Restatement Effective Date (other than assets constituting Collateral under
the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Company will notify
the Administrative Agent thereof, and, if requested by the Administrative Agent, the Company will cause such assets to be subjected to
a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of
this Section, all at the expense of the Company.


 






    87 


     


    

 


SECTION 5.10. Lender
Call and Narrative Discussions. The Company will, within 90 days after the close of each fiscal
year of the Company (or such later date as the Administrative Agent may agree), at the request of the Administrative Agent and upon
reasonable prior notice, hold a telephonic meeting with all Lenders who choose to attend such meeting at which meeting shall be
reviewed the financial results of the previous fiscal year and the financial condition of the Loan Parties and the projections
presented for the current fiscal year of the Company.


 


ARTICLE
VI



Negative Covenants


 


Until the Commitments have expired
or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of
Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Company
covenants and agrees with the Lenders that:


 


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


 


(a)
the Secured Obligations and any other Indebtedness created under the Loan Documents;


 


(b)
Indebtedness existing on the Restatement Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements
of any such Indebtedness with Indebtedness of a similar type that does not, for purposes of this clause (b), increase the outstanding
principal amount thereof;


 


(c)
Indebtedness of the Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary; provided that
Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall be subject to the limitations set forth in Section 6.04(c);


 


(d)
Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company or any other Subsidiary;


 


(e)
Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or
capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets
or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness
that do not, for purposes of this clause (e), increase the outstanding principal amount thereof; provided that (i) such Indebtedness
is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (e) shall not exceed $35,000,000 in the aggregate at any time outstanding to
finance the acquisition, construction or improvement of any other fixed or capital assets;


 


(f)
any Indebtedness of a Person prior to the acquisition thereof by the Company or any Subsidiary; provided that (i) such Indebtedness
is not incurred in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii)
such Indebtedness shall not have recourse to any other property or assets of the Company or any Subsidiary and (iii) any extensions, renewals
and replacements thereof that do not increase the outstanding principal amount thereof;


 


(g)
Indebtedness of the Company or any Subsidiary as an account party in respect of trade letters of credit;


 






    88 


     


    

 


(h)
 Indebtedness of Foreign Subsidiaries in an aggregate principal amount, when aggregated with any Indebtedness outstanding under
Section 6.01(v), not in excess of the greater of (x) 6% of Consolidated Total Assets (as reflected in the most recent consolidated balance
sheet of the Company delivered pursuant to Section 5.01) and (y) $60,000,000 at any time outstanding;


 


(i)
Indebtedness under Swap Agreements permitted by Section 6.05;


 


(j)
Indebtedness arising from the endorsement of items for deposit or collection of commercial paper received in the ordinary course
of business;


 


(k)
Indebtedness of the Company or any Subsidiary arising from the honoring by a bank or other financial institution of a check, draft
or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course
of business; provided that such Indebtedness is repaid within two (2) Business Days after being incurred;


 


(l)
obligations owed to customers of the Company or any Subsidiary arising from the receipt of advance payments from a customer in
the ordinary course of business;


 


(m)
Permitted Unsecured Indebtedness;


 


(n)
Indebtedness of the Company or any Subsidiary as an account party in respect of trust account funds or letters of credit established
or issued for the account of the Company or such Subsidiary, as the case may be, that are established or issued in order to provide security
for workers’ compensation claims or pension plans, payment obligations in connection with self-insurance, reclamation or closure
liabilities or similar requirements, in each case in the ordinary course of business;


 


(o)
obligations of the Company or any Subsidiary arising in respect of performance bonds and completion, guarantee, surety and similar
bonds, in each case obtained in the ordinary course of business and pursuant to customary terms in the Company’s and such Subsidiary’s
industry to support statutory and contractual obligations (other than Indebtedness) arising in the ordinary course of business; provided
that the amount of any such obligations shall not exceed the maximum amount required pursuant to the applicable statutory law or contract;


 


(p)
Indebtedness of the Company or any Subsidiary consisting of the financing of insurance premiums in the ordinary course of business;


 


(q)
[Reserved];


 


(r)
Indebtedness of the Company or any Subsidiary in respect of (i) Banking Services Agreements (or similar agreements provided by
Persons other than Lenders and their Affiliates) and (ii) cash pooling arrangements and cash management incurred in the ordinary course
of business in respect of netting services and similar arrangements in each case in connection with cash management and deposit accounts,
but only to the extent, with respect to any such arrangements, that the total amount of deposits subject to such arrangements equals or
exceeds the total amount of overdrafts or similar obligations with respect thereto; provided that an overdraft account, not to
exceed $50,000 shall be permitted;


 


(s)
Indebtedness of the Company or any Subsidiary constituting reimbursement obligations in respect of bank guarantees, letters of
credit and other similar credit enhancements not issued pursuant to this Agreement up to an aggregate amount of $5,000,000 at any time
outstanding;


 


(t)
[Reserved];


 






    89 


     


    

 



 


(u)
 Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Receivables Facilities; provided that the
Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $60,000,000 at any time outstanding; and


 


(v)
other Indebtedness of the Company and Domestic Subsidiaries; provided that the aggregate principal amount of Indebtedness
of Domestic Subsidiaries which are not Subsidiary Guarantors permitted by this clause (v), when aggregated with any Indebtedness outstanding
under Section 6.01(h), shall not exceed the greater of (x) 6% of Consolidated Total Assets (as reflected in the most recent consolidated
balance sheet of the Company delivered pursuant to Section 5.01) and (y) $60,000,000 at any time outstanding.


 


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 property or 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, except:


 


(a)
(i) Permitted Encumbrances and Liens created under any Loan Documents and (ii) cash collateral securing Letters of Credit pursuant
to Section 2.06(c);


 


(b)
any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.02;
provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien
shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not,
for purposes of this clause (b), increase the outstanding principal amount thereof;


 


(c)
any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided
that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as
the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case
may be and extensions, renewals and replacements thereof that do not, for purposes of this clause (c), increase the outstanding principal
amount thereof;


 


(d)
Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such
security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed 90% (100% in the case of a Capital Lease Obligation) of the cost
of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other
property or assets of the Company or any Subsidiary;


 


(e)
Liens (i) consisting of customary bankers’ Liens and rights of setoff created or incurred on deposits or with respect to
deposit accounts in the ordinary course of business, (ii) relating to pooled deposit or sweep accounts of the Company or any Subsidiary
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or such Subsidiary
or (iii) relating to purchase orders and other agreements entered into with customers with respect to the sale of goods or delivery of
services of the Company or any Subsidiary in the ordinary course of business;


 






    90 


     


    







 


(f)
 Liens solely on any cash earnest money deposits made by the Company or any Subsidiary in connection with any letter of intent
or purchase agreement relating to an Investment or other transaction permitted under this Agreement;


 


(g)
any encumbrance or restriction with respect to the Equity Interests of any joint venture or similar arrangement pursuant to any
joint venture or similar agreement to the extent permitted under Section 6.04;


 


(h)
Liens on cash collateral or other investment assets securing letters of credit not issued pursuant to this Agreement up to an aggregate
amount of $5,000,000 at any time outstanding;


 


(i)
Liens on Permitted Receivables Facility Assets arising under Permitted Receivables Facilities; and


 


(j)
Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above and securing Indebtedness
and other obligations in an amount not exceeding the greater of (x) 6% of Consolidated Total Assets (as reflected in the most recent consolidated
balance sheet of the Company delivered pursuant to Section 5.01) and (y) $60,000,000 at any time outstanding.


 


SECTION 6.03. Fundamental
Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in
one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or all
or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or
dissolve, except that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation, (ii) any
Subsidiary may merge into another Subsidiary; provided that in the case of any merger involving a Loan Party such merger must
result in a Loan Party as the surviving entity (and any such merger involving the Company must result in the Company as the
surviving entity), (iii) any Loan Party and any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to another
Loan Party and any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to any other
Subsidiary, (iv) any Subsidiary may be dissolved, provided that (A) such Subsidiary is not a Material Subsidiary, (B) the
assets of such dissolved Subsidiary are transferred to a Loan Party or another Subsidiary, and (C) if a Subsidiary becomes a
Material Subsidiary as a result of such transfer of assets, it will comply with the requirements of Section 5.09, (v) any Loan Party
and any Subsidiary may dispose of delinquent notes or accounts receivable in the ordinary course of business for purposes of
collection and not for the purpose of any bulk sale or securitization transaction, (vi) any Loan Party may make charitable donations
in the ordinary course of business in accordance with past practice, (vii) the Company and its Subsidiaries may (A) sell inventory
in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment for value in the ordinary course
of business consistent with past practice, (C) dispose of assets in connection with the leasing, subleasing or licensing of real or
personal property (including intellectual property) in the ordinary course of business, (D) enter into Sale and Leaseback
Transactions permitted by Section 6.09, (E) sell, transfer, lease or otherwise dispose of its assets in connection with any Liens
permitted under Section 6.02 or with any investments permitted under Section 6.04, (F) sell, transfer, lease or otherwise dispose of
its assets to any joint venture so long as such disposition is an investment permitted under Section 6.04, (G) abandon intellectual
property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct
of the business of the Company and its Subsidiaries, taken as a whole, (H) dispose of interests in joint ventures as permitted under
Section 6.04(f) and (I) make any other sales, transfers, leases or dispositions that, together with all other property of the
Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (I) during any fiscal year of the
Company, does not exceed 10% of Consolidated Total Assets (as reflected in the most recent consolidated balance sheet of the Company
delivered pursuant to Section 5.01), and (viii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company
determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially
disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned
Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.


 






    91 


     


    

 


(b)
The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably
related thereto, including any environmental cleaning solutions business or line of business that owns or develops related technology.


 


(c)
The Company will not, and will not permit any of its Subsidiaries to, change the basis of its fiscal year from the basis in effect
on the Restatement Effective Date.


 


SECTION 6.04. Investments,
Loans, Advances, Guarantees and Acquisitions. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold
or acquire (including pursuant to any merger or consolidation with any Person that was not a wholly owned Subsidiary prior to such merger
or consolidation) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire
any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions)
any Person or any assets of any other Person constituting a business unit, except:


 


(a)
Permitted Investments;


 


(b)
(i) investments by the Company existing on the date hereof in the capital stock of its Subsidiaries, (ii) other investments, capital
contributions, loans, advances and book entries reflecting any of the foregoing by the Company in or to any Subsidiary and made by any
Subsidiary to the Company or any other Subsidiary, in each case, in the case of this clause (ii), to the extent (x) existing on the Restatement
Effective Date and set forth on Schedule 6.04(b) hereto, (y) anticipated as of the Restatement Effective Date and set forth on Schedule
6.04(b) hereto or (z) made after the Restatement Effective Date by conversion from such investment, capital contribution, loan, advance
or book entry to another investment, capital contribution, loan, advance or book entry of like amount and involving the same entities,
and (iii) other investments existing on the Restatement Effective Date as set forth on Schedule 6.04(b) hereto;


 


(c) investments,
capital contributions, loans, advances or book entries reflecting any of the foregoing made by the Company in or to any Subsidiary
and made by any Subsidiary to the Company or any other Subsidiary; provided that, in addition to the investments, capital
contributions, loans, advances and book entries permitted by clause (b) above, investments, loans, advances and capital
contributions by the Company and the Subsidiary Guarantors to any Subsidiary that is not a Subsidiary Guarantor shall be permitted
only if (x) at the time of and after giving effect to such investment, loan, advance or capital contribution, no Event of Default
exists and is continuing and (y) if the Net Leverage Ratio, calculated at the time of and after giving effect to such investment,
loan, advance or capital contribution on a pro forma basis, is greater than 2.50 to 1.00, the aggregate amount of such investment,
loan, advance or capital contribution, together with all other such investments, loans, advances and capital contributions under
this clause (c) during the then-current fiscal year and all investments, loans, advances and capital contributions in Receivables
Entities under clause (r) of this Section 6.04 during such fiscal year, shall not exceed $65,000,000; provided that, if the Net
Leverage Ratio, calculated at the time of and after giving effect to such investment, loan, advance or capital contribution, on a
pro forma basis, is less than or equal to 2.50 to 1.00, there shall be no limit on the aggregate amount of such investments, loans,
advances or capital contributions;


 






    92 


     


    

 


(d)
Guarantees constituting Indebtedness permitted by Section 6.01;


 


(e)
Permitted Acquisitions;


 


(f)
investments in joint ventures and acquisitions of Equity Interests that would constitute Permitted Acquisitions but for the fact
that Persons in which such Equity Interests are acquired do not become wholly owned Subsidiaries of the Borrower; provided that
the sum of the aggregate amount of such investments, plus the aggregate consideration paid in all such acquisitions, made under this clause (f)
after the Restatement Effective Date shall not exceed the greater of (x) 6% of Consolidated Total Assets (as reflected in the most recent
consolidated balance sheet of the Company delivered pursuant to Section 5.01) and (y) $60,000,000 at any time outstanding;


 


(g)
accounts receivable and extensions of trade credit to and extended payment terms to customers in the ordinary course of business
consistent with past practice;


 


(h)
investments in the form of promissory notes and other non-cash consideration received by the Company or any Subsidiary in connection
with any disposition of assets to the extent permitted under Section 6.03;


 


(i)
investments made in lieu of a dividend permitted by Section 6.06;


 


(j)
investments consisting of prepaid rent or security deposits made by the Company and its Subsidiaries in the ordinary course of
business;


 


(k)
investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes
with, customers and suppliers, in each case in the ordinary course of business;


 


(l)
loans or advances to directors and employees of the Company or any Subsidiary made in the ordinary course of business; provided
that the aggregate outstanding amount of such loans and advances at any time shall not exceed $1,000,000;


 


(m)
capital expenditures not otherwise prohibited under this Agreement;


 


(n)
Equity Interests of the Company acquired pursuant to a Restricted Payment permitted under Section 6.06 and held by the Company
(provided that any such acquisition financed by the proceeds of Loans shall be made in compliance with applicable laws, rules and regulations,
including Regulations T, U and X);


 


(o)
Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit
and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices;


 


(p)
investments in the form of Swap Agreements permitted by Section 6.05;


 


(q) for
any fiscal quarter of the Company and its Subsidiaries, investments, loans, advances, capital contributions or book entries
evidencing any of the foregoing (other than acquisitions) in an aggregate amount for all such investments not to exceed the
aggregate Dollar Amount of Restricted Payments received in cash or cash equivalents (or book entries evidencing such receipt of cash
or cash equivalents) by the Company or any Subsidiary Guarantor from a Subsidiary that is not a Subsidiary Guarantor during such
fiscal quarter;


 






    93 


     


    

 


(r)
(i) contributions of Permitted Receivables Facility Assets and cash deemed received from proceeds of Permitted Receivables Facility
Assets to any Receivables Entity to the extent required or made pursuant to Permitted Receivables Facility Documents or to the extent
necessary to keep such Receivables Entity properly capitalized to avoid insolvency or consolidation with a Loan Party or any of the Subsidiaries
and (ii) loans or advances made by the Company or any Receivables Seller to the Receivables Entity for the purchase price of the
Receivables and the Permitted Receivables Facility Assets; and


 


(s)
any other investment, capital contribution, loan, advance or book entries reflecting any of the foregoing (other than acquisitions)
so long as the aggregate amount of all such investments, capital contributions, loans, advances or book entries does not exceed the greater
of (x) 6% of Consolidated Total Assets (as reflected in the most recent consolidated balance sheet of the Company delivered pursuant to
Section 5.01) and (y) $60,000,000 at any time.


 


SECTION 6.05. Swap Agreements.
The Company will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered
into to hedge or mitigate risks to which the Company or any Subsidiary has actual or anticipated exposure (other than those in respect
of Equity Interests of the Company or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar
or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to
any interest-bearing liability or investment of the Company or any Subsidiary.


 


SECTION 6.06. Restricted
Payments. The Company will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, except (a) the Company may declare and pay dividends with respect to its Equity Interests payable
solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests,
(c) the Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management
or employees of the Company and its Subsidiaries, (d) any Receivables Entity may declare and pay dividends or other distributions to the
Company or any wholly-owned Subsidiary thereof, (e) so long as no Default or Event of Default has occurred and is continuing, Restricted
Payments constituting a quarterly cash dividend to the shareholders of the Company shall be permitted in an amount not to exceed $7,500,000
per quarter; and (f) the Company may make any other Restricted Payment so long as no Default or Event of Default has occurred and
is continuing prior to making such Restricted Payment or would arise after giving effect thereto (including pro forma effect); provided
that, if, as of the date of making such Restricted Payment (and after giving pro forma effect thereto) the Net Leverage Ratio for the
Company and its consolidated Subsidiaries would exceed 2.50 to 1.00, then the aggregate amount of Restricted Payments permitted pursuant
to this clause (f) shall not exceed $60,000,000 during any fiscal year of the Company; provided further that if, as of the date of making
such Restricted Payment (and after giving pro forma effect thereto) the Net Leverage Ratio for the Company and its consolidated Subsidiaries
is less than or equal to 2.50 to 1.00, there shall be no limit on the aggregate amount of Restricted Payments permitted pursuant to this
clause (f).


 






    94 


     


    

 


SECTION 6.07. Transactions
with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except for (a) transactions in the ordinary course of business at prices and on terms and
conditions not less favorable to the Company or a Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among the Company and its wholly owned Subsidiaries not involving any other Affiliate, (c)
intercompany transactions for the purpose of improving the consolidated tax efficiency of the Company and its Subsidiaries, (d)
payments by the Company and its Subsidiaries pursuant to tax sharing agreements among the Company and its Subsidiaries on customary
terms that require each party to make payments when such taxes are due or refunds received of amounts equal to the income tax
liabilities and refunds generated by each such party calculated on a separate return basis and payments to the party generating tax
benefits and credits of amounts equal to the value of such tax benefits and credits made available to the group by such party, (e)
any transaction permitted under Section 6.01, 6.03, 6.04 or 6.06, (f) employment, indemnification, benefits and compensation
arrangements (including arrangements made with respect to bonuses and equity-based awards) entered into in the ordinary course of
business with members of the board of directors or management committee, officers and employees of the Company or a Subsidiary, (g)
any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or
similar rights with employees, officers or directors, (h) transactions between the Company or any Subsidiary and any Person, a
member of the governing board of which is also a member of the governing board of the Company or a Subsidiary which are expressly
approved by the governing board of the Company or such Subsidiary, provided, however, that such member abstains from voting
as a member of the governing board of the Company or such Subsidiary on any matter involving such other Person, (i) the payment of
fees, expenses, indemnities or other payments pursuant to the agreements set forth on Schedule 6.07 and (j) transactions
contemplated by any Permitted Receivables Facility Documents.


 


SECTION 6.08. Restrictive
Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the
Company or any Subsidiary to create, incur or permit to exist any Lien in favor of the Administrative Agent upon any of its property
or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its Equity
Interests or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company
or any other Subsidiary; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by
this Agreement or by the terms of any Permitted Unsecured Indebtedness, and (B) customary restrictions and conditions, including net
worth, leverage and other financial covenants and customary covenants regarding business operations or encumbrances, on then-market
terms (for the applicable Indebtedness) imposed under the terms of any other Indebtedness permitted under clauses (b), (e), (f),
(h), (i) or (v) of Section 6.01, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof
identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope
of, any such restriction or condition) or existing at the time of any acquisition, (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or agreements with surety companies
that waive or prohibit subrogation of claims and/or prohibit parties to such agreements from collecting intercompany obligations
until obligations to the applicable surety company have been paid or satisfied, in each case after a claim is made upon such surety
company, (iv) the foregoing shall not apply to customary provisions in licenses, governmental permits, leases and other contracts
restricting the assignment thereof, (v) the foregoing shall not apply to customary prohibitions or restrictions in joint venture
agreements and similar agreements that relate solely to the activities of joint ventures permitted under Section 6.04, (vi) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness,
(vii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment
thereof, (viii) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to the
disposition of any property permitted by Section 6.03 pending the consummation of such disposition and (ix) the foregoing shall not
apply to customary restrictions and conditions contained in Permitted Receivables Facility Documents.


 






    95 


     


    

 


SECTION 6.09. Sale and
Leasebacks.The Company shall not, nor shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction except that
the Company and any Subsidiary may become and remain liable as lessee, guarantor or other surety with respect to any lease under a Sale
and Leaseback Transaction if and to the extent that the Company or any Subsidiary would be permitted to enter into, and remain liable
under, such lease to the extent that the transaction would be permitted under Section 6.01.


 


SECTION 6.10. Financial
Covenants.


 


(a)
Maximum Net Leverage Ratio. The Company will not permit the Net Leverage Ratio determined as of the end of each of its fiscal
quarters to be greater than 3.50 to 1.00; provided, that the Company may, in connection with a Specified Acquisition, so long as
no Default or Event of Default shall be continuing and upon written notice by the Company to the Administrative Agent, elect to increase
the maximum Net Leverage Ratio permitted under this Section 6.10(a) to 4.00 to 1.00 for a period of four consecutive fiscal quarters commencing
with the fiscal quarter in which such Specified Acquisition occurs (any such election in respect of the maximum Net Leverage Ratio pursuant
to this Section 6.10(a) being referred to as an “Acquisition Holiday”); provided, further that (x) no
Acquisition Holiday shall be available during the two (2) consecutive fiscal quarters occurring immediately after any Acquisition Holiday
shall have concluded, (y) the Company may only exercise an Acquisition Holiday twice during the term of this Agreement and (z) for the
avoidance of doubt, after the four consecutive fiscal quarter period referred to above, the Net Leverage Ratio shall revert to the levels
required in this Section 6.10(a) had the Acquisition Holiday not occurred.


 


(b)
Minimum Interest Coverage Ratio. The Company will not permit the ratio, determined as of the end of each of its fiscal quarters,
of (i) Consolidated EBITDA for the period of 4 consecutive fiscal quarters ending with the end of such fiscal quarter to (ii) Consolidated
Interest Expense for such period, all calculated for the Company and its Subsidiaries on a consolidated basis, to be less than 3.00 to
1.00.


 


ARTICLE
VII


 


Events of Default


 


SECTION 7.01. 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 three (3) Business Days;


 






    96 


     


    

 





(c)
 any representation or warranty made or deemed made by or on behalf of any Borrower or any Subsidiary in this Agreement or any
other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement
or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect in any material respect (or in any respect if qualified by Material Adverse
Effect or other materiality qualifier) when made or deemed made;


 


(d)
(i) the Company shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (solely with
respect to any Borrower’s or any Guarantor’s existence), 5.08, 5.09 or 5.10, or in Article VI or (ii) Article X or any Loan
Document shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void, or the Company
or any Subsidiary takes any action for the purpose of terminating, repudiating or rescinding any Loan Document or any of its obligations
thereunder;


 


(e)
any Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such
failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent to the Company (which
notice will be given at the request of any Lender);


 


(f)
the Company or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable, beyond the period of grace, if any but in no event beyond
five (5) Business Days, provided in the instrument or document under which such Indebtedness was created;


 


(g)
any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption
or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;


 


(h)
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
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 sixty (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 or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law 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 clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, 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, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 






    97 


     


    

 


(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;


 


(k)
one or more judgments for the payment of money in an aggregate amount in excess of $35,000,000 shall be rendered against the Company,
any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 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 Subsidiary to enforce any such judgment; provided, that any such amount shall be calculated after deducting from
the sum so payable any amount of such judgment or order that is covered by a valid and binding policy of insurance in favor of the Company
or such Subsidiary (but only if the applicable insurer shall have been advised of such judgment and of the intent of the Company or such
Subsidiary to make a claim in respect of any amount payable by it in connection therewith and such insurer shall not have denied coverage);


 


(l)
an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect;


 


(m)
a Change in Control shall occur;


 


(n)
the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of
the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace
therein provided;


 


(o)
any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or the Company or any Subsidiary shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any
action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid,
binding and enforceable in accordance with its terms); or


 


(p)
any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any portion
of the Collateral purported to be covered thereby, except as permitted by the terms of any Loan Document;


 


then, and in every such event (other than an
event with respect to a Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take any or
all of the following actions, at the same or different times: (i) terminate the Commitments, 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 Secured Obligations of
the Borrowers accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, (iii) require that the Borrowers
provide cash collateral as required in Section 2.06(j); and (iv) exercise on behalf of itself, the Lenders and the Issuing Banks all
rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law or equity; and in
case of any event with respect to any Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically
terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest
thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents (including any break funding
payment), shall automatically become due and payable, and the obligation of the Borrowers to cash collateralize the LC Exposure as
provided in clause (iii) above shall automatically become effective, in each case, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrowers.


 






    98 


     


    

 


Upon the occurrence and during
the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights
and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under
the UCC.


 


SECTION 7.02. Application
of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default,
and notice thereof to the Administrative Agent by the Company or the Required Lenders:


 


(a)
all payments received on account of the Secured Obligations shall, subject to Section 2.24, be applied by the Administrative
Agent as follows:


 


first, to payment
of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent
(including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 9.03 and amounts
pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such);


 


second, to
payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement
obligations in respect of LC Disbursements, interest and Letter of Credit fees) payable to the Lenders and the Issuing Banks (including
fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 9.03) arising under
the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them;


 


third, to payment
of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans
and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in
this clause (iii) payable to them;


 


fourth, (A) to
payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and any
other amounts owing with respect to Banking Services Obligations and Swap Obligations and (B) to cash collateralize that portion
of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Company pursuant
to Section 2.06 or 2.24, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this
clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be
paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Secured Obligations in
respect of Letters of Credit, (y) subject to Section 2.06 or 2.24, amounts used to cash collateralize the aggregate amount of
Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon
the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed
to the other Secured Obligations, if any, in the order set forth in this Section 7.02;


 






    99 


     


    

 





fifth, to the
payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent, the Lenders and the Issuing Banks
based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof
then due and payable; and


 


finally, the
balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Company or as otherwise required by law; and


 


(b)
if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without
any pending drawings), such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.


 


ARTICLE
VIII


 


The Administrative Agent


 


SECTION 8.01. Authorization
and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading
of this Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents and each Lender and each
Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement
and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably
incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender
and each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral
Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing,
each Lender and each Issuing Bank 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, 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 it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it
from the Lenders and the Issuing Banks 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 bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or
reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or
direction from the Required Lenders 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, any
Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as 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.


 






    100 


     


    

 


(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:


 


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, Issuing Bank or holder of any other obligation 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); additionally, each Lender 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 and/or the transactions contemplated
hereby; and


 


nothing in this Agreement
or any Loan Document shall require the Administrative Agent to account to any Lender 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 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 of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment
that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.


 


(e)
None of any Co-Syndication Agent, any Co-Documentation Agent or any Lead Arranger shall have obligations or duties whatsoever in
such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but
all such persons shall have the benefit of the indemnities provided for hereunder.





 






    101 


     


    







 



 


(f)
In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or
any reimbursement obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether
the Administrative Agent shall have made any demand on the Company) shall be entitled and empowered (but not obligated) by intervention
in such proceeding or otherwise:



 


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
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, 2.15, 2.17 and 9.03) allowed in such
judicial proceeding; and


 


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, each Issuing Bank and each
other Secured Party 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, the Issuing Banks or the other Secured Parties, 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 Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such
proceeding.


 


(g)
The provisions of this Article 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 rights to consent pursuant to and subject to the conditions set forth in this Article,
none of the Company or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under
any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral
and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 


SECTION 8.02. Administrative
Agent’s Reliance, Limitation of Liability, Etc. (a) Neither the Administrative Agent nor any of its Related Parties shall be
(i) liable for any action taken or omitted to be taken by such party, 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 or willful
misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable
judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made
by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement
or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic
Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature
page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 






    102


     


    

 


(b) The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of 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 said Section is given to the Administrative Agent by the
Company, or (ii) notice of 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 the
Company, a Lender or an Issuing Bank. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) 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, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document
or any other agreement, instrument or document, (v) 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, or (vi) the creation, perfection or priority of Liens on the
Collateral. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for
any Liabilities, costs or expenses suffered by the Company, any Subsidiary, any Lender or any Issuing Bank as a result of, any
determination of the Revolving Credit Exposure, any of the component amounts thereof or any portion thereof attributable to each
Lender or Issuing Bank, or any exchange rate or calculation of any Dollar Amount.


 


(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 with Section 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 the Company), 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) makes no warranty or representation to any Lender or Issuing Bank and
shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan
Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an
Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have
received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of
such Letter of Credit and (vi) 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, any
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 party or parties (whether or not such Person
in fact meets the requirements set forth in the Loan Documents for being the maker thereof).


 


SECTION 8.03. Posting of
Communications. (a) The Company 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 Restatement 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, each of the Issuing Banks
and the Company 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 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, each of the Issuing Banks and the Company hereby approves distribution of the Communications through the
Approved Electronic Platform and understands and assumes the risks of such distribution.


 






    103


     


    

 


(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 LEAD ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY CO-SYNDICATION
AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO
ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY 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 LOAN PARTY’S
OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 


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


 


(d)
Each Lender and each 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 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) email address to which
the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(e)
Each of the Lenders, each of the Issuing Banks and the Company 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.


 


(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 (including Swingline Loans), Letter of Credit
Commitments and Letters of Credit, 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, as the case may be. The terms “Issuing Banks”, “Lenders”, “Required Lenders”
and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual
capacity as a Lender, 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, any Subsidiary or any Affiliate
of any of the foregoing 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.


 






    104


     


    

 


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,
(i) the Administrative Agent may appoint one of its Affiliates acting through an office in the European Union as a successor Administrative
Agent and (ii) if the Administrative Agent has not appointed one of its Affiliates acting through an office in the European Union as a
successor Administrative Agent pursuant to clause (i) above, the Required Lenders shall have the right, with the approval of the Company
(such approval not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent; provided that no consent of the
Company shall be required if an Event of Default has occurred and is continuing. 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, (other than if the Administrative Agent appoints one of its Affiliates acting through an office in the European Union
as a successor Administrative Agent pursuant to clause (i) above) such appointment shall be subject to the prior written approval of the
Company (which approval may not be unreasonably withheld 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.


 


(b) Notwithstanding
paragraph (a) of this Section, 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; provided that, solely
for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit
of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral
agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and
Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such
Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance
with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take
any further action under any Collateral Document, including any action required to maintain the perfection of any such security
interest), 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. Following the effectiveness of the Administrative
Agent’s resignation from its capacity as such, the provisions of this Article 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 and in respect of
the matters referred to in the proviso under clause (i) above.


 






    105


     


    

 


SECTION 8.06. Acknowledgments
of Lenders and Issuing Banks. (a) Each Lender and each Issuing Bank represents and warrants 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 Lead Arranger, any Co-Syndication Agent, any Co-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, and to make, acquire or hold Loans 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
such 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 Lead Arranger any Co-Syndication Agent, any Co-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 material, non-public information within
the meaning of the United States securities laws concerning the Company and its Affiliates) 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, by delivering its signature page to this Agreement on the Restatement Effective Date, or delivering its signature
page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender 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 or the Lenders on the Restatement Effective Date.


 


(c) (i)
Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender 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 (whether or not known to such Lender), and demands the
return of such Payment (or a portion thereof), such Lender 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 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 (y) to the extent permitted by applicable law, such Lender 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 without limitation any defense based on “discharge for
value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this paragraph shall be conclusive,
absent manifest error.


 






    106


     


    

 


(ii)       
Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) 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 (y) 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 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 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 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)       
Each Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by any Borrower or any other Loan Party.


 


(iv)       
Each party’s obligations under this paragraph shall survive the resignation or replacement of the Administrative Agent or any transfer
of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge
of all Secured Obligations under any Loan Document.


 


SECTION 8.07. Collateral
Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured
Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize
upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights
and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance
with the terms thereof.


 


(b) In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under
which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create
(or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or
release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the
Collateral, each Secured Party that is a party to any Banking Services Agreement or Swap Agreement in respect of Swap Obligations,
as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent
under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set
forth in this paragraph.


 






    107


     


    

 


(c)
The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien
on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that
is permitted by Section 6.02. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any
representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of
the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative
Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 


SECTION 8.08. Credit Bidding.
The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all
or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including
under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is
subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or
at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection
with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid
by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent
or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation
of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests)
for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are
issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form
one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the
Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this
Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall
be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the
Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests
thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required
Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle
or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions
by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition
vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which
were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such
acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition
vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used
to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to
the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall
automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests
and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the
need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations
of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured
Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party
which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request
in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the
transactions contemplated by such credit bid.


 






    108


     


    

 


SECTION 8.09. Foreign
Law Matters. (a) Each Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf
of its affiliated Secured Parties, hereby irrevocably constitute the Administrative Agent as the holder of an irrevocable power of attorney
(fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and
security granted by each Borrower or any Subsidiary on property pursuant to the laws of the Province of Québec to secure obligations
of any Borrower or any Subsidiary under any bond, debenture or similar title of indebtedness issued by any Borrower or any Subsidiary
in connection with this Agreement, and agree that the Administrative Agent may act as the bondholder and mandatary with respect to any
bond, debenture or similar title of indebtedness that may be issued by any Borrower or any Subsidiary and pledged in favor of the Secured
Parties in connection with this Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of
legal persons (Québec), JPMorgan Chase Bank, N.A. as Administrative Agent may acquire and be the holder of any bond issued by
any Borrower or any Subsidiary in connection with this Agreement (i.e., the fondé de pouvoir may acquire and hold the first
bond issued under any deed of hypothec by any Borrower or any Subsidiary).


 


(b)
The Administrative Agent is hereby authorized to execute and deliver any documents necessary or appropriate to create and perfect
the rights of pledge for the benefit of the Secured Parties including a right of pledge with respect to the entitlements to profits, the
balance left after winding up and the voting rights of the Company as ultimate parent of any subsidiary of the Company which is organized
under the laws of the Netherlands and the Equity Interests of which are pledged in connection herewith (a “Dutch Pledge”).
Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the
creation of parallel debt obligations of the Company or any relevant Subsidiary as will be described in any Dutch Pledge (the “Parallel
Debt”), including that any payment received by the Administrative Agent in respect of the Parallel Debt will - conditionally
upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency,
preference, liquidation or similar laws of general application - be deemed a satisfaction of a pro rata portion of the corresponding amounts
of the Secured Obligations, and any payment to the Secured Parties in satisfaction of the Secured Obligations shall - conditionally upon
such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference,
liquidation or similar laws of general application - be deemed as satisfaction of the corresponding amount of the Parallel Debt. The parties
hereto acknowledge and agree that, for purposes of a Dutch Pledge, any resignation by the Administrative Agent is not effective until
its rights under the Parallel Debt are assigned to the successor Administrative Agent.


 


(c) The
parties hereto acknowledge and agree for the purposes of taking and ensuring the continuing validity of German law governed pledges
(Pfandrechte) with the creation of parallel debt obligations of the Borrowers as will be further described in a separate
German law governed parallel debt undertaking. The Administrative Agent shall (i) hold such parallel debt undertaking as fiduciary
agent (Treuhaender) and (ii) administer and hold as fiduciary agent (Treuhaender) any pledge created under a German
law governed Collateral Document which is created in favor of any Secured Party or transferred to any Secured Party due to its
accessory nature (Akzessorietaet), in each case in its own name and for the account of the Secured Parties. Each Lender, on
its own behalf and on behalf of its affiliated Secured Parties, hereby authorizes the Administrative Agent to enter as its agent in
its name and on its behalf into any German law governed Collateral Document, to accept as its agent in its name and on its behalf
any pledge under such Collateral Document and to agree to and execute as its agent in its name and on its behalf any amendments,
supplements and other alterations to any such Collateral Document and to release any such Collateral Document and any pledge created
under any such Collateral Document in accordance with the provisions herein and/or the provisions in any such Collateral
Document.


 






    109


     


    

 


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)
below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)
if to any Borrower, to it c/o Tennant Company, 10400 Clean Street, Eden Prairie, Minnesota 55344, Attention of Thomas Stueve,
Vice President and Treasurer (Telecopy No. (763) 765-9026; Telephone No. (763) 513-2120); Thomas.Stueve@tennantco.com; Kristin.Stokes@tennantco.com,
along with a copy (in the case of a notice of Default) to the attention of General Counsel at the same address;


 


(ii)
if to the Administrative Agent, to (A) in the case of Borrowings by the Company denominated in Dollars, JPMorgan Chase Bank, N.A.,
10 South Dearborn Street, Chicago, IL 60603, Attention of Charitra Shetty (Telecopy No. 844-490-5663; charitra.shetty@chase.com;
jpm.agency.cri@jpmorgan.com) and (B) in the case of Borrowings by any Foreign Subsidiary Borrower or denominated in Agreed Currencies
other than Dollars, JPMorgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5AJ, Attention of The Manager, Loan & Agency
Services (Telecopy No. 011-44-207-777-2360);


 


(iii)
if to the Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Chicago, IL 60603, Attention of Charitra
Shetty (Telecopy No. 844-490-5663; charitra.shetty@chase.com; jpm.agency.cri@jpmorgan.com);


 


(iv)
if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Chicago, IL 60603, Attention of Charitra
Shetty (Telecopy No. 844-490-5663; charitra.shetty@chase.com; jpm.agency.cri@jpmorgan.com); and


 


(v)
if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


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 facsimile
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through
Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said
paragraph (b).


 






    110


     


    

 


(b)
Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by using Electronic
Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to
Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Company may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


(c)
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 acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted
to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail 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, email 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.


 


(d)
Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other
parties hereto.


 


(e)
Electronic Systems.


 


(i)
The Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar Electronic System.


 


(ii)
Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent
Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in 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 any Agent Party
in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties
(collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the Issuing Bank or any other
Person or entity 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 Loan Party’s or the Administrative Agent’s transmission of Communications
through an Electronic System.


 


SECTION 9.02. Waivers;
Amendments.


 


(a) No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender 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 Issuing Bank and the Lenders
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 this Agreement 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 purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.


 






    111


     


    

 


(b) Except
as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or pursuant to any fee letter entered into by the
Company in connection with this Agreement and subject to Section 2.14(b), (c) and (d) and clauses (c) and (f) below, neither this
Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the
Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender 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 affected thereby (except that any amendment or
modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) shall
not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone the scheduled date of
payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender directly affected thereby (other than any reduction of the amount of, or any extension of the payment date
for, the mandatory prepayments required under Section 2.11, in each case which shall only require the approval of the Required
Lenders), (iv) change Section 2.09(c) or Section 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or
the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change the payment waterfall
provisions of Section 2.24(b) or 7.02 without the written consent of each Lender, (vi) change any of the provisions of this Section
or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender (it being understood that, solely with the consent of the parties prescribed by Section 2.20 to be
parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders on
substantially the same basis as the Commitments and the Revolving Loans and Delayed Draw Term Loans are included on the Restatement
Effective Date) or (vii) release the Company from its obligations under Article X or all or substantially all of the Subsidiary
Guarantors from their obligations under Article X or the Subsidiary Guaranty, in each case, without the written consent of each
Lender, or (vii) except as provided in clause (d) of this Section or in any Collateral Document, release all or substantially all of
the Collateral, as applicable, without the written consent of each Lender; provided further that no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender
hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be (it being understood that any change to Section 2.24 shall require the consent of the Administrative Agent, the Issuing Bank and
the Swingline Lender); provided further that no such agreement shall amend or modify the provisions of Section 2.06 or
any letter of credit application and any bilateral agreement between the Company and the Issuing Bank regarding the Issuing
Bank’s Issuing Bank Sublimit (other than in the manner set forth in the definition of Issuing Bank Sublimit) or the respective
rights and obligations between the Company and the Issuing Bank in connection with the issuance of Letters of Credit without the
prior written consent of the Administrative Agent and the Issuing Bank, respectively. Notwithstanding the foregoing, no consent with
respect to any amendment, waiver or other modification of this Agreement 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 this
paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other
modification.


 






    112


     


    

 


(c)
Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written
consent of the Required Lenders, the Administrative Agent and the Borrowers to each relevant Loan Document (x) to add one or more credit
facilities (in addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to permit
extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in
the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Delayed Draw Term Loans, Incremental Term Loans
and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders and Lenders.


 


(d)
The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens
granted to the Administrative Agent by the Loan Parties on any Collateral and release the Subsidiary Guarantors from the Subsidiary Guaranty
(i) upon the termination of all the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than the Unliquidated
Obligations) and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent, (ii)
under the circumstances set forth in Section 9.17, (iii) constituting property being sold or disposed of if the Company certifies to the
Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent
may rely conclusively on any such certificate, without further inquiry), (iv) constituting property leased to the Company or any Subsidiary
under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (v) as required to effect any sale
or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant
to Section 7.01 (and the Lenders further authorize the Administrative Agent to execute and deliver any documents reasonably requested
by the Company to evidence such termination or release). Any such release shall not in any manner discharge, affect, or impair the Obligations
or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained
by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In addition,
each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, irrevocably authorizes the Administrative
Agent, at its option and in its discretion, (i) to subordinate any Lien on any assets granted to or held by the Administrative Agent
under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) or (ii) in the event
that the Company shall have advised the Administrative Agent that, notwithstanding the use by the Company of commercially reasonable efforts
to obtain the consent of such holder (but without the requirement to pay any sums to obtain such consent) to permit the Administrative
Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder of such other Indebtedness requires,
as a condition to the extension of such credit, that the Liens on such assets granted to or held by the Administrative Agent under any
Loan Document be released, to release the Administrative Agent’s Liens on such assets.


 


(e) If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders
is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting
Lender”), then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company and
the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the
Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to
assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of
clause (b) of Section 9.04, and (ii) each Borrower shall pay to such Non-Consenting Lender in same day funds on the
day of such replacement (1) the outstanding principal amount of its Loans and participations in LC Disbursements and all
interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower hereunder to and including
the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17,
and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under
Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement
Lender.


 






    113


     


    

 


(f)
Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrowers only, amend, modify
or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


SECTION 9.03. Expenses;
Indemnity; Damage Waiver. (a) The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with
the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit
facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative
Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, 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. Except as expressly
otherwise set forth in Section 5.06, expenses being reimbursed by the Company under this Section include, without limiting the generality
of the foregoing, reasonable costs and expenses incurred in connection with (x) appraisals and insurance reviews and (y) field examinations
and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the reasonable internally
allocated fees for each Person employed by the Administrative Agent with respect to each field examination.


 


(b) 
To the extent permitted by applicable law (i) the Company and any Loan Party shall not assert, and the Company and each Loan Party
hereby waives, any claim against the Administrative Agent, any Lead Arranger, any Co-Syndication Agent, any Co-Documentation Agent,
any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a
 “Lender-Related Person”) 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), except to the extent determined by a court of competent jurisdiction by a final and non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Lender-Related Person or from the material breach
in bad faith by such Lender-Related Person of its express contractual obligations under the Loan Documents pursuant to a claim made
by the Company, and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party
hereto, 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 Section 9.03(b) shall relieve the Company or any Loan Party of any obligation it may have to indemnify an
Lender-Related Person, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted
against such Lender-Related Person by a third party.


 






    114


     


    

 


(c) The
Company shall indemnify the Administrative Agent, the Issuing Bank and each Lender and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and
all Liabilities and related expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any
counsel for any Indemnitee (but limited, in the case of legal fees and charges, to a single firm of counsel for all such
Indemnitees, taken as a whole and, if relevant, of a single firm of local counsel in each applicable jurisdiction (which may include
a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of
an actual or perceived conflict of interest, where the Indemnitee affected by such conflict notifies the Company of the existence of
such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if relevant, of a
single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple
jurisdictions) for such affected Indemnitee)), incurred by or asserted against any Indemnitee arising out of, in connection with, or
as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, (ii) the
performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (iii) any action taken in connection with this Agreement, including, but not limited to, the
payment of principal, interest and fees, (iv) any Loan or Letter of Credit or the use of the proceeds therefrom (including any
refusal by the 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), (v) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental
Liability related in any way to the Company or any of its Subsidiaries, or (vi) any actual or prospective Proceeding relating to any
of the foregoing, whether or not such Proceeding is brought by the Company or any other Loan Party or its or their respective equity
holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory 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 (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, (y)
result from a claim brought by the Company or any of its Subsidiaries against such Indemnitee for material breach of such
Indemnitee’s or any of its Related Parties’ obligations under any Loan Document if the Company or such Subsidiary has
obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z)
result from any dispute solely among Indemnitees (not arising as a result of any act or omission by the Company or any of its
Subsidiaries or Affiliates) other than claims against any of the Indemnitees in its capacity or in fulfilling its role as
Administrative Agent, Co-Syndication Agent, Co-Documentation Agent, Lead Arranger, Issuing Bank or Swingline Lender or any similar
role under or in connection with this Agreement). A Person seeking to be indemnified under this Section 9.03 shall notify the
Company of any event requiring indemnification within 30 days following such Person’s receipt of notice of commencement of any
action or proceeding, or such Person’s obtaining knowledge of the occurrence of any other event, giving rise to a claim for
indemnification hereunder, and furthermore such Person agrees to notify the Company from time to time of the status of any such
action or proceeding; provided, that the failure to so notify the Company shall not affect the Company’s duty or
obligations under this Section 9.03. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent
losses, claims or damages arising from any non-Tax claim.


 






    115


     


    

 


(d)
To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank
or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, and
each Revolving Lender severally agrees to pay to the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it
being understood that the Company’s failure to pay any such amount shall not relieve the Company of any default in the payment thereof);
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.


 


(e)
All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor.


 


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 Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i)
no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of 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 Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph
(c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing
Bank and the Lenders) 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 Persons (other than an
Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)
of:


 


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


 


(B) the Administrative
Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Delayed
Draw Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund;


 


(C) the Issuing Bank;
provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Delayed Draw Term Loan;
and


 


(D) the Swingline
Lender; provided that no consent of the Swingline Lender shall be required for an assignment of all or any portion of a Delayed
Draw Term Loan.


 






    116


     


    

 





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


 


(A) except in the
case of an assignment to a Lender or 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 of any Class, 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 $5,000,000 (in the case of Revolving Commitments and Revolving Loans) or $1,000,000 (in the case of a Delayed
Draw Term Loan or Delayed Draw Term Loan Commitment) unless each of the Company and the Administrative Agent otherwise consent, provided
that no such consent of the Company shall be required if an Event of Default has occurred and is continuing;


 


(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,
provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s
rights and obligations in respect of one Class of Commitments or Loans;


 


(C) the parties to
each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable,
an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative
Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500, such
fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and


 


(D) the assignee,
if it shall not 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 material non-public information about the Company
and its Affiliates and their Related Parties or their respective securities) will be made available and who may receive such information
in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.


 


For the purposes of this Section
9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its business 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.


 


“Ineligible Institution”
means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Company, any of its Subsidiaries or any of its Affiliates,
or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof.


 


(iii) Subject to
acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each
Assignment and Assumption 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
2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.04 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 paragraph (c) of this Section.


 






    117


     


    

 


(iv) The Administrative Agent,
acting for this purpose as a non-fiduciary agent of each Borrower, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation 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 Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as
a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection
by the Company, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(v) Upon its receipt of (x)
a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement
incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent
and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless
the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment
and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the
assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e)
or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein
in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(c) Any
Lender may, without the consent of the Company, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in
all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); 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 Bank and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and 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; 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. Each Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the
requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(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 (A) agrees to be subject to the provisions of Sections 2.18 and
2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater pro rata
payment under Sections 2.15 or 2.17, 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. 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 such Participant agrees to be subject to Section 2.18(d) as though it
were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of each
Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated
interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any
Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such
disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the
Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 






    118


     


    

 


(d)
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment 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 Loan Parties 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 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, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03
and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement
or any other Loan Document or any provision hereof or thereof.


 


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 letter agreements with respect
to (i) fees payable to the Administrative Agent and (ii) increases or reductions of the Issuing Bank Sublimit of the Issuing Bank
constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, 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.


 






    119


     


    

 


(b)
Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) 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 telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page 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, deliveries or the keeping of records
in any electronic form (including deliveries by telecopy, 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 shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of the Company or any other Loan Party without further verification thereof and without any obligation to review
the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic
Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Company
and each Loan Party hereby (i) agrees 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 Company and the Loan Parties,
Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed
signature page 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, (ii) the Administrative Agent and each of the Lenders 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), (iii) waives 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 (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s
and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, 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 Company and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of
any Electronic Signature.





 






    120


     


    

 



 


SECTION 9.07. Severability. Any
provision of any Loan Document 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 thereof; 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, 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 law, to setoff and apply any and
all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held, and other
obligations at any time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account of any Borrower
or any Subsidiary Guarantor against any and all of the Secured Obligations now or hereafter existing under this Agreement or any other
Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, Issuing
Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations may be contingent
or unmatured or are owed to a branch office or Affiliate of such Lender or such Issuing Bank different from the branch office or Affiliate
holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any
such right of setoff, (x) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the
Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing
to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing
Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Company and the Administrative Agent promptly
after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff
and application.


 


SECTION 9.09. Governing
Law; Jurisdiction; Consent to Service of Process. 


 


(a)
 This Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)
Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the
Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any
such 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. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing
Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against
any Loan Party or its properties in the courts of any jurisdiction.


 


(c) Each
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which 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 action
or proceeding in any such court.


 






    	 	121 	 



     


    

 


(d)
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each
Foreign Subsidiary Borrower irrevocably designates and appoints the Company, as its authorized agent, to accept and acknowledge on its
behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in Section 9.09(b)
in any federal or New York State court sitting in New York City. The Company hereby represents, warrants and confirms that the Company
has agreed to accept such appointment (and any similar appointment by a Subsidiary Guarantor which is a Foreign Subsidiary). Said designation
and appointment shall be irrevocable by each such Foreign Subsidiary Borrower until all Loans, all reimbursement obligations, interest
thereon and all other amounts payable by such Foreign Subsidiary Borrower hereunder and under the other Loan Documents shall have been
paid in full in accordance with the provisions hereof and thereof and such Foreign Subsidiary Borrower shall have been terminated as a
Borrower hereunder pursuant to Section 2.23. Each Foreign Subsidiary Borrower hereby consents to process being served in any suit, action
or proceeding of the nature referred to in Section 9.09(b) in any federal or New York State court sitting in New York City by service
of process upon the Company as provided in this Section 9.09(d); provided that, to the extent lawful and possible, notice of said
service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt requested, to the Company
and (if applicable to) such Foreign Subsidiary Borrower at its address set forth in the Borrowing Subsidiary Agreement to which it is
a party or to any other address of which such Foreign Subsidiary Borrower shall have given written notice to the Administrative Agent
(with a copy thereof to the Company). Each Foreign Subsidiary Borrower irrevocably waives, to the fullest extent permitted by law, all
claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective service
of process upon such Foreign Subsidiary Borrower in any such suit, action or proceeding and shall, to the fullest extent permitted by
law, be taken and held to be valid and personal service upon and personal delivery to such Foreign Subsidiary Borrower. To the extent
any Foreign Subsidiary Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether
from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), each Foreign
Subsidiary Borrower hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. 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.


 


SECTION 9.10. WAIVER OF
JURY TRIAL. EACH PARTY HERETO HEREBY 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.


 






    	 	122 	 



     


    

 


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.


 


SECTION 9.12. Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (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 or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (2) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (g) on a confidential
basis to (1) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided for herein
or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to
the credit facilities provided for herein, (h) with the consent of the Company or (i) to the extent such Information (1) becomes
publicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, the Issuing
Bank or any Lender on a nonconfidential basis from a source other than the Company or any of its Subsidiaries. For the purposes of this
Section, “Information” means all information received from the Company relating to the Company or its business, other
than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior
to disclosure by the Company and other than information pertaining to this Agreement routinely provided by arrangers to data service providers,
including league table providers, that serve the lending industry unless the Company has, in a writing to the Administrative Agent, revoked
disclosure to any such data service providers or league table providers as to further future disclosures; provided that, in the
case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information (and in any event in compliance in all material respects with applicable
law regarding material non-public information).


 


EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE COMPANY AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE
WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 






    	 	123 	 



     


    

 


ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS
AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL
BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE OTHER LOAN PARTIES AND THEIR
RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE AGENT THAT
IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 


SECTION 9.13. USA PATRIOT
Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan Party that pursuant to the requirements
of the Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes
the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with
the Patriot Act.


 


SECTION 9.14. 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 which are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which 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 Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.


 


SECTION 9.15. No Advisory
or Fiduciary Responsibility. Each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no
Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit
Party is acting solely in the capacity of an arm’s length contractual counterparty to each Borrower with respect to the Loan Documents
and the transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, any Borrower or any other
person. Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by
such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each Borrower acknowledges
and agrees that no Credit Party is advising such Borrower as to any legal, tax, investment, accounting, regulatory or any other matters
in any jurisdiction. Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its
own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility
or liability to the Borrowers with respect thereto.


 


Each Borrower further
acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party is a full service securities
or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial
services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to,
and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial
instruments (including bank loans and other obligations) of, the Borrowers and other companies with which it may have commercial or
other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its
customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the
holder of the rights, in its sole discretion.


 






    	 	124 	 



     


    

 


In addition, each Borrower acknowledges
and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing,
equity capital or other services (including financial advisory services) to other companies in respect of which the Borrowers or their
Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential
information obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with
the Borrowers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish
any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection
with the transactions contemplated by the Loan Documents, or to furnish to the Borrowers, confidential information obtained from other
companies.


 


SECTION 9.16. Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of
the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law
can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of
any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request
therefore, shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative
Agent’s instructions.


 


SECTION 9.17. Releases
of Subsidiary Guarantors.


 


(a)
A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation
of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided
that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall
not have provided otherwise.  In connection with any termination or release pursuant to this Paragraph, upon at least five (5) Business
Days’ prior written request by the Company to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably
authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan
Party shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this
Section shall be without recourse to or warranty by the Administrative Agent. Further, the Administrative Agent may (and is hereby irrevocably
authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor (other than a Subsidiary Guarantor party
to the Loans Documents as of the Restatement Effective Date) from its obligations under the Subsidiary Guaranty if such Subsidiary Guarantor
is no longer a Material Subsidiary and the requirements of the definition of Material Subsidiary are otherwise satisfied.


 


(b)
At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under
the Loan Documents and the other Obligations (other than obligations under any Swap Agreement or any Banking Services Agreement, and other
Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have
been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than those expressly
stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any
instrument or performance of any act by any Person.


 






    	 	125 	 



     


    

 


SECTION 9.18. Acknowledgment
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 such parties, each party hereto 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 9.19. Acknowledgment
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements
or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be
governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 


In the event a Covered Entity that is party to
a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported
QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered
Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported
QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States
or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC
or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such
Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect
to a Supported QFC or any QFC Credit Support.


 






    	 	126 	 



     


    

 


SECTION 9.20. Certain
ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person
ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Lead Arranger and their respective Affiliates,
and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following
is and will be true:


 


(i) such Lender is not using
 “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans,
the Letters of Credit or the Commitments,


 


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


 


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


 


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


 


(b)
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender
has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent, and each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrower or any other Loan Party, that none of the Administrative Agent, or any Lead Arranger, any Co-Syndication Agent, any Co-Documentation
Agent or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (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).


 


(c) The
Administrative Agent, and each Lead Arranger, Co-Syndication Agent and Co-Documentation Agent hereby informs the Lenders that each
such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the
transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such
Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the
Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Letters of
Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the
Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby,
the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees,
underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,
letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums,
banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 






    	 	127 	 



     


    

 


ARTICLE
X



Cross-Guarantee


 


In order to induce (x) the Lenders
to extend credit to the other Borrowers hereunder and (y) the Lenders and their Affiliates to enter into Swap Agreements with the Company
or any Subsidiary, but subject to the last sentence of this Article X, each Borrower hereby irrevocably and unconditionally guarantees,
as a primary obligor and not merely as a surety, to the Administrative Agent, for the benefit of the Secured Parties, the payment when
and as due of the Secured Obligations of such other Borrowers and the Specified Ancillary Obligations of such other Borrowers and the
Subsidiaries (collectively, the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations consisting
of obligations of any Loan Party arising under any Swap Agreement shall exclude all Excluded Swap Obligations. Each Borrower further agrees
that the due and punctual payment of such 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 hereby irrevocably and unconditionally agrees that if any obligation guaranteed by it is or becomes
unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent, the Issuing
Bank and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any Subsidiary or any of its
Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Company
under this Article X on the date when it would have been due (but so that the amount payable by the Company under this indemnity will
not exceed the amount which it would have had to pay under this Article X if the amount claimed had been recoverable on the basis of a
guarantee).


 


Each Borrower waives
presentment to, demand of payment from and protest to any Borrower of any of the Guaranteed Obligations, and also waives notice of
acceptance of its obligations and notice of protest for nonpayment. The obligations of each Borrower hereunder shall not be affected
by (a) the failure of the Administrative Agent, the Issuing Bank or any Lender (or any of its Affiliates) to assert any claim or
demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement, any other Loan Document, any
Swap Agreement, any Banking Services Agreement 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, any Swap Agreement, any Banking Services Agreement or any other agreement; (d) any default, failure or delay, willful
or otherwise, in the performance of any of the Guaranteed Obligations; (e) the failure of the Administrative Agent (or any
applicable Lender (or any of its Affiliates)) to take any steps to perfect and maintain any security interest in, or to preserve any
rights to, any security or collateral for the Guaranteed Obligations, if any; (f) any change in the corporate, partnership or other
existence, structure or ownership of any Borrower or any other guarantor of any of the Guaranteed Obligations; (g) the
enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any
agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other
invalidity or unenforceability relating to or against any Borrower or any other guarantor of any of the Guaranteed Obligations, for
any reason related to this Agreement, any other Loan Document, any Swap Agreement, any Banking Services Agreement, or any provision
of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other
guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the
Guaranteed Obligations; or (h) 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 such Borrower 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 such Borrower to subrogation.


 






    	 	128 	 



     


    

 


Each Borrower 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, the Issuing Bank or any Lender (or any of its Affiliates)
to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any
Borrower or any other Person.


 


The obligations of each Borrower
hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to 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.


 


Each Borrower further agrees
that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations now or hereafter
existing and 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 (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored
or returned by the Administrative Agent, the Issuing Bank or any Lender (or any of its Affiliates) upon the insolvency, bankruptcy or
reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a holder of Guaranteed Obligations in
its discretion).


 


In furtherance of the
foregoing and not in limitation of any other right which the Administrative Agent, the Issuing Bank or any Lender (or any of its
Affiliates) may have at law or in equity against any Borrower by virtue hereof, upon the failure of any other Borrower to pay any
Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, each Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent, the Issuing Bank
or any Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to the Administrative Agent, the Issuing Bank or any
Lender (or any of such Lender’s Affiliates) in cash an amount equal to the unpaid principal amount of such Guaranteed
Obligations then due, together with accrued and unpaid interest thereon. Each Borrower further agrees that if payment in
respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other than
New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or
foreign exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligation in such currency or at such
place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender (or
any of its Affiliates), disadvantageous to the Administrative Agent, the Issuing Bank or any Lender (or any of such Lender’s
Affiliates) in any material respect, then, at the election of the Administrative Agent, such Borrower shall make payment of such
Guaranteed Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in
New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent or such Lender and, as
a separate and independent obligation, shall indemnify the Administrative Agent, the Issuing Bank and any Lender (and such
Lender’s Affiliates) against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such
alternative payment.


 






    	 	129 	 



     


    

 


Upon payment by any Borrower
of any sums as provided above, all rights of such Borrower against any Borrower 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 in cash of
all the Guaranteed Obligations owed by such Borrower to the Administrative Agent, the Issuing Bank and the Lenders (or any of such Lender’s
Affiliates).


 


Each Borrower jointly and severally
hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time
by each other Borrower to honor all of its obligations under this Article X in respect of Specified Swap Obligations (provided, however,
that each Borrower shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer, and not for any greater amount). Each Borrower intends that this paragraph constitute, and this paragraph
shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Borrower for all purposes
of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


Nothing shall discharge or satisfy
the liability of any Borrower hereunder except the full performance and payment in cash of the Guaranteed Obligations.


 


Notwithstanding anything contained
in this Article X to the contrary, no Foreign Subsidiary Borrower which is and remains an Affected Foreign Subsidiary shall be liable
hereunder for any of the Loans made to, or any other Guaranteed Obligation incurred solely by or on behalf of, the Company or any Subsidiary
Guarantor which is a Domestic Subsidiary.


 


No Borrower hereunder shall
be deemed to be a guarantor of any Swap Obligations if such Borrower is not an ECP, to the extent that the providing of such guaranty
by such Borrower would violate the ECP Rules or any other applicable law or regulation. This paragraph shall not affect any Guaranteed
Obligations other than Swap Obligations, nor shall it affect the Guaranteed Obligations of any Borrower who qualifies as an ECP. If a
Swap Obligation arises under a master Swap Agreement governing more than one transaction, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to transactions for which such Guarantee is or becomes illegal.


 


Without in any way limiting
the obligations of any Borrower under this Agreement (including under this Article X) or the other Loan Documents, each Qualified ECP
Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as
may be needed from time to time by each other Borrower to honor all of its obligations under this Article X in respect of Swap Obligations
(provided, however, that each Qualified ECP Guarantor shall only be liable under this paragraph for the maximum amount of such liability
that can be hereby incurred without rendering its obligations under this paragraph, or otherwise under this Article X, as it relates to
such other Borrower, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).
The obligations of each Qualified ECP Guarantor under this paragraph shall remain in full force and effect until a discharge of such Qualified
ECP Guarantor’s obligations under this Article X in accordance with the terms hereof. Each Qualified ECP Guarantor intends that
this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for
the benefit of each other Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


*Signature Pages Follow*


 



    	 	130 	 



     


    





 


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.


 


 


	 	TENNANT COMPANY,
	 	as the Company
	 	 
	 	By:	/s/ Thomas A. Stueve

	 	Name:  	Thomas A. Stueve

	 	Title	Vice President and Treasurer





 


Signature Page to


Tennant Amended and Restated Credit Agreement


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., individually
    as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent
	 	 
	 	By:	 /s/ Richard Barritt
	 	Name:	Richard Barritt
	 	Title:	Executive Director




 


Signature Page to


Tennant Amended and Restated Credit Agreement


 






     


     


    

 


	 	HSBC
    BANK USA, NATIONAL ASSOCIATION, individually as a Lender and as an Issuing Bank
	 	 
	 	By: 	/s/ Kyle Patterson
	 	Name:	Kyle Patterson
	 	Title:	Senior Vice President



 


Signature Page to


Tennant Amended and Restated Credit Agreement


 







     


     


    

 


	 	U.S.
    BANK NATIONAL ASSOCIATION, individually as a Lender and as an Issuing Bank
	 	 
	 	By:	/s/ Peter I. Bystol
	 	Name:	Peter I. Bystol
	 	Title:	Senior Vice President



 


Signature Page to


Tennant Amended and Restated Credit Agreement


 







     


     


    

 


	 	BANK
    OF THE WEST, individually as a Lender
	 	 
	 	By: 	 /s/ David Wang
	 	Name:	David Wang
	 	Title:	Director



 


Signature Page to


Tennant Amended and Restated Credit Agreement


 







     


     


    

 


	 	BMO
    HARRIS BANK, NA, individually as a Lender
	 	 
	 	By:	/s/ Sean T. Ball
	 	Name:	Sean T. Ball
	 	Title:	Managing Director



 


Signature Page to


Tennant Amended and Restated Credit Agreement


 







     


     


    

 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender
	 	 
	 	By:	/s/ Jonathan D. Beck
	 	Name:	Jonathan D. Beck
	 	Title:	Director 



 


Signature Page to


Tennant Amended and Restated Credit Agreement


 







     


     


    

 


	 	CAPITAL
    ONE, NATIONAL ASSOCIATION, individually as a Lender
	 	 
	 	By:	/s/ Eric Purzycki
	 	Name:	Eric Purzycki
	 	Title:	Duly Authorized Signatory



 


Signature Page to


Tennant Amended and Restated Credit Agreement


 







     


     


    

 


	 	GOLDMAN
    SACHS BANK USA, individually as a Lender
	 	 
	 	By:	/s/ Ryan Durkin
	 	Name:	Ryan Durkin 
	 	Title:	Authorized Signatory



 


Signature Page to


Tennant Amended and Restated Credit Agreement


 







     


     


    

 


	 	KEYBANK
    NATIONAL ASSOCIATION, individually as a Lender
	 	 
	 	By: 	/s/ Brian P. Fox
	 	Name:	Brian P. Fox
	 	Title:	Senior Vice President 



 


Signature Page to


Tennant Amended and Restated Credit Agreement


 







     


     


    

 


	 	TRUIST
    BANK, as successor to SunTrust Bank, as a Departing Lender
	 	 
	 	By:       	/s/ Alexander Harrison
	 	Name:	Alexander Harrison
	 	Title:	Vice President



 


Signature Page to


Tennant Amended and Restated Credit Agreement


 







     


     


    

 


Departing Lender Schedule


 


TRUIST BANK, as successor to SunTrust Bank


 






    


     


    

 





Schedule 2.01


 


Commitments


 


      	LENDER	 	REVOLVING
COMMITMENT	 	 	DELAYED
 DRAW TERM

LOAN
  COMMITMENT
 
	 
	JPMORGAN
CHASE  BANK,  N.A.  
	 	$	65,454,545.45	 	 	$	14,545,454.55	 
	HSBC  BANK  USA, NATIONAL ASSOCIATION	 	$	63,409,090.91	 	 	$	14,090,909.09	 
	U.S. BANK NATIONAL ASSOCIATION	 	$	63,409,090.91	 	 	$	14,090,909.09	 
	BANK OF THE
WEST	 	$	51,136,363.64	 	 	$	11,363,636.36	 
	BMO  HARRIS  BANK,  N.A.	 	$	51,136,363.64	 	 	$	11,363,636.36	 
	WELLS FARGO
BANK,  NATIONAL  ASSOCIATION	 	$	51,136,363.64	 	 	$	11,363,636.36	 
	CAPITAL  ONE,  NATIONAL  ASSOCIATION	 	$	34,772,727.27	 	 	$	7,727,272.73	 
	GOLDMAN SACHS BANK USA	 	$	34,772,727.27	 	 	$	7,727,272.73	 
	KEYBANK  NATIONAL  ASSOCIATION	 	$	34,772,727.27	 	 	$	7,727,272.73	 
	AGGREGATE COMMITMENT 
	 	$	450,000,000.00	 	 	$	100,000,000.00	 



 



    


     


    

 


Schedule 3.01


 


Subsidiaries


 





	 	 	 	 	 	 	 	 	Jurisdiction
    of Organization	 	Direct
    or

 Indirect

 Ownership%	 	 	Certificate


    Evidencing

 Stock	 	Common
    Stock	 	 	Additional
    Paid

 in Capital	 
	 	 	 	 	 	 	Ultimate
    Parent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tennant Company	 	United
    States	 	 	 	 	 	N/A	 	 	6,938,927	 	 	 	54,724,900	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subsidiary	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Anhui Rongen Environmental Protection
    Technology Co., Ltd.	 	People’s
    Republic of China	 	 	100.00	%	 	N/A	 	 	1,455,600	 	 	 	0	 
	 	 	 	 	 	 	Applied Kehmaschinen GmbH	 	Germany	 	 	100.00	%	 	N/A	 	 	35,498	 	 	 	0	 
	 	 	 	 	 	 	Applied Sweepers Group Leasing
    LTd.	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	19,846	 	 	 	0	 
	 	 	 	 	 	 	Applied Sweepers Holdings Limited	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	Applied Sweepers International
    Limited	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	CT Corporation Ltd.	 	People’s
    Republic of China	 	 	80.00	%	 	N/A	 	 	441,951	 	 	 	70,627	 
	 	 	 	 	 	 	Eagle International LLC	 	United
    States	 	 	70.00	%	 	N/A	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	Floorep Limited	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	Foma Norge AS	 	Norway	 	 	99.91	%	 	N/A	 	 	3,492,806	 	 	 	13,911	 
	 	 	 	 	 	 	Hefei Gaomei Cleaning Machines
    Co., Ltd.	 	People’s
    Republic of China	 	 	100.00	%	 	N/A	 	 	1,455,600	 	 	 	40,029	 
	 	 	 	 	 	 	Hofmans Machinefabriek en Constructiefedrijf
    BV	 	Netherlands	 	 	100.00	%	 	N/A	 	 	0	 	 	 	8,607,435	 
	 	 	 	 	 	 	Interclean Assistance ICA S.A.	 	France	 	 	100.00	%	 	N/A	 	 	489,036	 	 	 	49,225	 
	 	 	 	 	 	 	IP Cleaning España, S.L.	 	Spain	 	 	100.00	%	 	N/A	 	 	135,903	 	 	 	10,616,316	 
	 	 	 	 	 	 	IP Cleaning India Pvt. Ltd.	 	India	 	 	99.99	%	 	N/A	 	 	201,179	 	 	 	51,365	 
	 	 	 	 	*	 	IP Cleaning S.r.l.	 	Italy	 	 	100.00	%	 	N/A	 	 	12,586,516	 	 	 	183,843,180	 
	 	 	 	 	 	 	IP Cleaning Sverige AB	 	Sweden	 	 	100.00	%	 	N/A	 	 	1,119,325	 	 	 	2,140	 
	 	 	 	 	 	 	IP Gansow GmbH	 	Germany	 	 	100.00	%	 	N/A	 	 	2,889,270	 	 	 	0	 
	 	 	 	 	 	 	IP Industria e Comercio Ltda.	 	Brazil	 	 	100.00	%	 	N/A	 	 	39,594	 	 	 	69,557	 
	 	 	 	 	 	 	IPC Eagle Corporation	 	United
    States	 	 	100.00	%	 	N/A	 	 	1,000	 	 	 	7,441,000	 
	 	 	 	 	 	 	IPC Euromop Ibérica, S.L.	 	Spain	 	 	51.00	%	 	N/A	 	 	64,206	 	 	 	0	 
	 	 	 	 	 	 	IPC Tools S.p.A.	 	Italy	 	 	100.00	%	 	N/A	 	 	119,851	 	 	 	23,881,422	 
	 	 	 	 	 	 	I-Team North America B.V.	 	Netherlands	 	 	50.00	%	 	N/A	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	Nobles Floor Machine Limited	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	24,815	 	 	 	0	 
	 	 	√	 	 	 	Recumbrimientos Tennant, S. de
    R.L. de C.V. (dormant)	 	Mexico	 	 	100.00	%	 	NO	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	Servicios Integrados Tennant,
    S.A. de C.V.	 	Mexico	 	 	100.00	%	 	N/A	 	 	4,025	 	 	 	0	 
	 	 	 	 	 	 	Sociedade Alfa Ltda.	 	Brazil	 	 	100.00	%	 	N/A	 	 	0	 	 	 	13,463,476	 
	 	 	 	 	 	 	Soteco Benelux BVBA	 	Belgium	 	 	100.00	%	 	N/A	 	 	21,402	 	 	 	2,140	 
	 	 	√	 	 	 	TCO C.V.	 	Netherlands	 	 	100.00	%	 	NO	 	 	0	 	 	 	303,569,514	 
	 	 	√	 	 	 	Tennant Asia Pacific Holdings
    Private Ltd.	 	Singapore	 	 	100.00	%	 	NO	 	 	1	 	 	 	0	 
	 	 	 	 	 	 	Tennant Australia PTY Limited	 	Australia	 	 	100.00	%	 	N/A	 	 	16,757,880	 	 	 	0	 
	 	 	√	 	 	 	Tennant CAD Holdings LLC	 	United
    States	 	 	100.00	%	 	NO	 	 	0	 	 	 	17,479,534	 
	 	 	 	 	 	 	Tennant Cleaning Solutions Ireland
    Limited	 	Ireland	 	 	100.00	%	 	N/A	 	 	1	 	 	 	0	 
	 	 	√	 	 	 	Tennant Cleaning Systems and
    Equipment (Shanghai) Co., Ltd.	 	People’s
    Republic of China	 	 	100.00	%	 	NO	 	 	0	 	 	 	5,100,000	 
	 	 	 	 	**	 	Tennant Cleaning Systems India
    Private Limited	 	India	 	 	100.00	%	 	N/A	 	 	127,506	 	 	 	31,293	 
	 	 	√	 	**	 	Tennant Company (Thailand) Ltd.	 	Thailand	 	 	100.00	%	 	NO	 	 	14,392	 	 	 	0	 
	 	 	 	 	 	 	Tennant Company Far East Headquarters
    PTE Ltd	 	Singapore	 	 	100.00	%	 	N/A	 	 	2	 	 	 	0	 
	 	 	 	 	 	 	Tennant Company Japan, Ltd.	 	Japan	 	 	100.00	%	 	N/A	 	 	1,028,952	 	 	 	1,028,952	 
	 	 	 	 	 	 	Tennant Europe B.V.	 	Netherlands	 	 	100.00	%	 	N/A	 	 	117,518	 	 	 	4,267,957	 
	 	 	 	 	 	 	Tennant Europe NV	 	Belgium	 	 	100.00	%	 	N/A	 	 	63,113	 	 	 	0	 
	 	 	 	 	 	 	Tennant GmbH & Co. KG	 	Germany	 	 	100.00	%	 	N/A	 	 	20,598,004	 	 	 	0	 
	 	 	√	 	 	 	Tennant Holding (US), Inc.	 	United
    States	 	 	100.00	%	 	YES	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	Tennant Holding B.V.	 	Netherlands	 	 	100.00	%	 	N/A	 	 	9,946,925	 	 	 	293,622,589	 
	 	 	√	 	 	 	Tennant Holdings LLC	 	United
    States	 	 	100.00	%	 	NO	 	 	0	 	 	 	13,463,476	 
	 	 	 	 	 	 	Tennant International Holding
    B.V.	 	Netherlands	 	 	100.00	%	 	N/A	 	 	23,744	 	 	 	1,890,838	 
	 	 	√	 	 	 	Tennant International Holding
    LLC	 	United
    States	 	 	100.00	%	 	NO	 	 	1	 	 	 	1,992,655	 
	 	 	 	 	 	 	Tennant Netherland Holding B.V.	 	Netherlands	 	 	100.00	%	 	N/A	 	 	25,042	 	 	 	289,652,033	 
	 	 	 	 	 	 	Tennant New Zealand Ltd.	 	New Zealand	 	 	100.00	%	 	N/A	 	 	67,940	 	 	 	0	 
	 	 	 	 	 	 	Tennant NL B.V.	 	Netherlands	 	 	100.00	%	 	N/A	 	 	25,369	 	 	 	18,523,940	 
	 	 	 	 	 	 	Tennant N.V.	 	Netherlands	 	 	100.00	%	 	N/A	 	 	742,184	 	 	 	325,597,115	 
	 	 	 	 	 	 	Tennant Portugal - Equipamentos
    De Limpeza, Sociedade Unipessoal, Lda	 	Portugal	 	 	100.00	%	 	N/A	 	 	28,143	 	 	 	0	 
	 	 	 	 	 	 	Tennant S.A.	 	France	 	 	100.00	%	 	N/A	 	 	986,542	 	 	 	67,954	 
	 	 	√	 	 	 	Tennant SA Holdings LLC	 	United
    States	 	 	100.00	%	 	NO	 	 	0	 	 	 	13,328,842	 
	 	 	 	 	 	 	Tennant Sales & Service Canada
    ULC	 	Canada	 	 	100.00	%	 	N/A	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	Tennant Sales & Services
    Spain, S.A.	 	Spain	 	 	100.00	%	 	N/A	 	 	82,304	 	 	 	0	 
	X	 	√	 	*	 	Tennant Sales and Service Company	 	United
    States	 	 	100.00	%	 	YES	 	 	10	 	 	 	68,913,168	 
	 	 	√	 	 	 	Tennant Scotland Limited	 	United
    Kingdom	 	 	100.00	%	 	NO	 	 	(63,946	)	 	 	47,369,251	 
	 	 	 	 	 	 	Tennant Sverige AB	 	Sweden	 	 	100.00	%	 	N/A	 	 	12,947	 	 	 	0	 
	 	 	 	 	 	 	Tennant UK Cleaning Solutions
    Limited	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	63,946	 	 	 	200,788	 
	 	 	 	 	 	 	Tennant UK Limited	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	3,605,993	 	 	 	0	 
	 	 	√	 	 	 	Tennant Uruguay SA	 	Eastern
    Republic of Uruguay	 	 	100.00	%	 	NO	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	Tennant Ventas & Servicios
    de Mexico, S.A. de C.V.	 	Mexico	 	 	100.00	%	 	N/A	 	 	4,025	 	 	 	150,587	 
	 	 	 	 	 	 	Tennant Verwaltungs-gesellschaft
    mbH	 	Germany	 	 	100.00	%	 	N/A	 	 	33,132	 	 	 	0	 
	 	 	 	 	 	 	Vaclensa Limited	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	101,660	 	 	 	878,552	 
	 	 	 	 	 	 	Walter Broadley Limited	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	523,798	 	 	 	976,062	 
	 	 	 	 	 	 	Walter Broadley Machines Limited	 	United
    Kingdom	 	 	100.00	%	 	N/A	 	 	432,128	 	 	 	83,105	 
	 	 	√	 	 	 	Water Star, Inc.	 	United
    States	 	 	100.00	%	 	YES	 	 	500	 	 	 	7,955,545	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total
    Consolidated Sales (Less Tennant Coatings, Inc. Sold 2/1/2021)	 	 	 	 	 	 	 	 	 	 	86,886,103	 	 	 	1,719,020,472	 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	X	Entity
    is a Guarantor	Minority
    shareholding	 	 	 	 	 	 	 	 	 
	 	√	Entity
    who's Stock  is Pledged (100% if Domestic Sub) (65% if First Tier Foreign Sub)	(A)
    Foma Norge AS :	 	(1)  Investimenti
    A.S- 0.07%	 	 	 	 	 
	 	*	Material
    Subsidiary	 	 	(2)  Mr.
    Stein Arne Askautrud - 0.02%	 	 	 
	 	**	State
    of liquidation	(B) CT
    Corporation Ltd:	 	(1)  Cleanic
    Cleaning Equipment Ltd. - 20.00%	 	 	 
	 	 	 	 	(C) IPC
    Euromop Ibérica, S.L.:	 	(1)  ICE
    Chemical European S.L. - 49.00%	 	 	 
	 	 	 	 	(D) IP
    Cleaning India Pvt. Ltd.:	 	(1)   Sumeet
    Khurana - .01%	 	 	 	 	 
	 	 	 	 	(E) Eagle
    International LLC:	 	(1)  RON
    Transatlantic Advisors LLC - 30.00%	 	 	 
	 	 	 	 	(F) I-Team
    North America B.V.:	 	(1)  Future
    Cleaning Technologies B.V.- 50%	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    


     


    

 


Schedule 6.01


 


Existing Indebtedness


 


	Type
    of 

Indebtedness	 	Debt
    Holder	 	Amount
    in

 Local 

Currency	 	 	Conv.
    Rate 

as of 

03/15/2021	 	 	Credit
    in 

USD	 	 	Drawn
    in

 USD	 	 	Purpose	 	Maturity/Expiry
	5.625%
    Sr. Notes due 2025	 	Wells
    Fargo as Trustee on behalf of various bondholders	 	$	300,000,000	 	 	 	1.0000	 	 	$	300,000,000	 	 	$	300,000,000	 	 	Senior
    Debt Financing in relation to the acquisition of IPC Group	 	5/1/2025



 






    


     


    

 


Schedule 6.02


 


 Existing Liens


 


	Financial Entity Holding

 Lien	 	Description of Lien	 	 	 	Amt in

 Foreign

 Currency	 	 	Rate at

 03/15/2021	 	 	USD	 
	ANZ	 	Restricted Cash - empress balance securing credit card balances	 	AUD	 	 	296,642	 	 	 	0.7765	 	 	$	230,343	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HSBC - Australia	 	Restricted Cash securing Wangara WA office lease- Term Deposit with Landlord	 	AUD	 	 	30,000	 	 	 	0.7765	 	 	$	23,295	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HSBC - Australia	 	Restricted Cash securing Truganina VIC office lease. Term Deposit with Landlord	 	AUD	 	 	14,575	 	 	 	0.7765	 	 	$	11,317	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HSBC- Australia	 	Restricted cash securing Coopers Plains QLD office lease. Term Deposit with Landlord	 	AUD	 	 	8,333	 	 	 	0.7765	 	 	$	6,471	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HSBC- Australia	 	Restricted cash securing Woodville SA office lease. Term Deposit with Landlord	 	AUD	 	 	9,167	 	 	 	0.7765	 	 	$	7,118	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HSBC- Australia	 	Restricted Cash securing Eastern Creek office lease- Bank Guarantee	 	AUD	 	 	417,770	 	 	 	0.7765	 	 	$	324,398	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HSBC - New Zealand	 	Restricted Cash securing Auckland NZ office lease. Term Deposit with Landlord	 	NZD	 	 	6723.01	 	 	 	0.7174	 	 	$	4,823	 



 



    


     


    




 


Schedule 6.04(b)(ii)


 


Existing Investments


 


		1.	See Schedule 3.01 for a listing of all subsidiaries and the investments made in them.



 


	 	2.	Tennant
Company currently has a demand line of credit of €23,358,879 owed by Tennant N.V. (a fourth tier subsidiary of Tennant Company) for
general working capital needs in the ordinary course.



 


		3.	On April 22, 2015, Tennant Company entered into a Loan Agreement with Sociedade Alfa Ltda., a wholly owned
Brazilian subsidiary. The principal amount of the loan is $2,000,000 with a maturity date of 30 April 2024. The loan proceeds were utilized
for working capital needs in the ordinary course.



 


		4.	On December 30, 2016, Tennant Netherland Holding B.V., became a 50% shareholder in I-Team North America B.V.
(“I-Team”), a joint venture with Future Cleaning Technologies B.V. (“FCT”). I-Team was formed with €50,000
of total share capital.  Tennant N.V. provided a loan in the amount of $1.5M to FCT for the acquisition of the customer list from
its existing North American distributor, the principal and interest of which are due in one lump sum on February 28, 2022.



 


		5.	On April 6, 2017, Tennant Company acquired 100 percent of the outstanding capital stock of IP Cleaning S.p.A.
 & subsidiaries ( the “IPC Group”), for a purchase price of $353.8 million (€331.8 million), net of cash acquired
of $8.8 million. Tennant Company funded the acquisition of IPC Group, along with related fees, purchase price hedge and refinancing of
existing debt, with funds raised through borrowings under a Senior Secured Credit Facility in an aggregate principal amount of $420 million
consisting of $20M borrowings under a $200M revolving credit facility, $100M Term Loan A-1 and $300M Term Loan A-2.



 


In preparation for closing on April 6th,
Tennant Company entered into various intercompany transactions in order to ensure that sufficient cash resided at Tennant Holding (Italy)
S.r.l. (“THI”) to close on the share purchase of IPC Group.


 






    


     


    

 


The intercompany transactions consisted
of the following:


 


		1)	€180 million capital contributions by Tennant Company (“TCO”) through a chain of wholly
owned subsidiaries to THI.
	 	 	 



		2)	€15 million intercompany loan between TCO and THI (revolving credit facility).
	 	 	 



		3)	€150 million of back-to-back intercompany loans from TCO to Tennant C.V. (“TCV”) and from
TCV to THI. Both intercompany loans have identical legal terms and definitions, mature on April 5, 2022 and bear interest at 4.80% with
interest paid monthly.



 


On November 8, 2017,THI merged with and
into IP Cleaning S.l.r. (“IPC”), with IPC being the survivor. The €15 million intercompany loan noted above has been
replaced with a €20 million intercompany revolving credit facility with a maturity date of April 30, 2025.


 


		6.	On January 4, 2019, Tennant N.V. acquired 100% of the shares of Hefei Gaomei Cleaning Machines Co., Ltd.
(“Gaomei”) and 99% of the shares of Anhui Rongen Environmental Protection Technology Co., Ltd. (“Rongen”) (collectively
 "Gaomei Group") for a base purchase price of RMB 155.581M ($22.6M) (less deductibles) plus an option exercise price based on
the aggregate compound annual growth rate (“CAGR”) of gross profit (“GP”) of the Companies on a consolidated basis
(“Earn-Out Payment”) over a three year period. The earn-out payment could range from RMB 0.0 to RMB 291.2M ($41.9M). The base
purchase price was paid in equal installments less deductibles at closing (installment #1) and at closing + 12 months (Installment #2).



 


In preparation for closing on January 4th
, on November 18, 2019 Tennant Company contributed $11M to the share capital of Tennant Scotland Limited (“TSL”), for which
TSL used the funds to paydown an intercompany loan it had with TNV. As a result of the intercompany transaction, TNV along with cash on
hand, had sufficient funds to cash settle the required installment #1 pursuant to the stock purchase agreement.


 


The Earn-Out payment was renegotiated in
April 2020 where the Option Exercise Price Calculation under the SPA was replaced with a Fixed Option Exercise Price of RMB10.0M, a fixed
Integration bonus of RMB 2.0M and Performance Bonus based upon the gross profit (GP) earned by the Gaomei Group during 2020. The performance
bonus is based upon a range of targeted GP and payouts range from RMB 0.0 to RMB 10.0M.


 


It is anticipated that the final Option
Exercise Price of RMB 12.1M will be paid prior to March 31, 2021 and TNV will own 100% of the share capital of Rongen.


 






    	 	 	 



     


    

 


		7.	On November 18, 2020, a Consent Memorandum was executed with the Tennant Company Lender Group. The Consent
Memorandum authorized Tennant Company to enter into a series of intercompany transactions involving the Company and certain Subsidiaries
in order to streamline Tennant Company and its Subsidiaries’ European operations, which transactions described as “Project
Florence Phase I”, which Phase I included (a) the transfer of the Equity Interests of Tennant Holding BV (the “THBV Equity”)
from Tennant Company to TCO C.V. (the “Specified Transfer”) and (b) the concurrent release of the Administrative Agent’s
Lien on the THBV Equity and, together with the Specified Transfer and the other components of the Project Florence Phase I. The Consent
Memorandum was deemed to be effective as of November 25, 2020.



 


		8.	Prior to December 31, 2021 it is anticipated that IP Industria e Comercio Ltda., a wholly owned Brazilian
subsidiary may enter into a Loan Agreement with any one of Tennant Company, Sociedade Alfa Ltda. or IP Cleaning S.r.l. as lender. The
principal amount of the loan is anticipated not to exceed $7,500,000 with a term of 5 years. The loan proceeds will be utilized for working
capital needs in the ordinary course of business including the payment of intercompany trade payables with IP Cleaning S.r.l.



 


		9.	Prior to April 15, 2022 it is anticipated that Tennant Company may enter into a series of intercompany transactions
that may involve the capital contribution of the outstanding €150 million intercompany loan agreement between Tennant Company (Lender)
and TCO C.V. (Borrower). The contemplated capital contribution may include TCO C.V. or Tennant Holding B.V., which ever may be the first-tier
subsidiary of Tennant’s main European operations that include Tennant N.V. and its wholly owned subsidiaries IP Cleaning S.r.l.
The amount of the intercompany loan agreement may be €150 million or less given potential loan principal payments prior to the contemplated
capital contribution.



 






    	 	 	 



     


    



 


Schedule 6.07


 


Agreements


 


None


 






    


     


    

 


Schedule 6.08


 


Existing Restrictions


 


None


 



    


     


    





 





	EXHIBITS:
	Exhibit A 	-- Form of Assignment and Assumption  
	Exhibit B 	-- [Reserved]
	Exhibit C 	-- Form of Increasing Lender Supplement
	Exhibit D 	-- Form of Augmenting Lender Supplement
	Exhibit E 	-- List of Closing Documents
	Exhibit F-1 	-- Form of Borrowing Subsidiary Agreement
	Exhibit F-2 	-- Form of Borrowing Subsidiary Termination
	Exhibit G 	-- Form
    of Subsidiary Guaranty
	Exhibit H 	-- Form
    of Pledge and Security Agreement
	Exhibit I 	--
    [Reserved]
	Exhibit J-1 	-- Form of U.S. Tax Certificate (Foreign Lenders That Are Not
Partnerships)
	Exhibit J-2 	-- Form of U.S. Tax Certificate (Foreign Participants That
Are Not Partnerships)
	Exhibit J-3 	-- Form of U.S. Tax Certificate (Foreign Participants That
Are Partnerships)
	Exhibit J-4 	-- Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)
	Exhibit K-1 	-- Form of Borrowing Request
	Exhibit K-2 	-- Form of Interest Election Request
	Exhibit L 	-- Form of Promissory Note
	Exhibit M 	-- Form of Solvency Certificate


 






     


     


    

 





EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified
below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted
to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including
contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	 	 
	 	 	 	 
	2.	Assignee:	 	 
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 	 	 
	3.	Borrowers:	Tennant Company and certain Foreign Subsidiary Borrowers
	 	 	 
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	
    The Amended and Restated Credit Agreement dated
    as of April 5, 2021 among Tennant Company, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to
    time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

     

	 	 	 	 





 





 



 


1 Select as applicable.


 






     


     


    

 


		6.	Assigned Interest:



 


	Facility Assigned2	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/

Loans Assigned	Percentage Assigned of Commitment/Loans3
	 	$	$	%	 
	 	$	$	%	 
	 	$	$	%	 
	 	 	 	 


Effective Date: _____________ ___, 20___ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the Administrative
Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their
respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance
procedures and applicable laws, including Federal and state securities laws.


 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	 	Title:
	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	 	Title:
	 	 
	 	 
	 	 	 


 


	

Consented to and Accepted:	 
	 	 
	
    JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent
	 
	 	 
	By:	 	 
	 	Title:	 





 





 



 


2
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment
(e.g., “Revolving Commitment”, “Delayed Draw Term Loan Commitment”, etc.).


3 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.


 








    2


     


    

 


	[Consented to:]4	 
	 	 
	TENNANT COMPANY	 
		 
	By:	 	 
	 	Title:	 
		 
	[Consented to:]5	 
	 	 
	[NAME OF RELEVANT PARTY]	 
	 	 
	By:  	 	 
	 	Title:	 




 





 



 


 


4
To be added only if the consent of the Company is required by the terms of the Credit Agreement.


5
To be added only if the consent of other parties (e.g. Swingline Lenders, Issuing Banks) is required by the terms of the Credit Agreement.


 






    3


     


    

 


ANNEX I


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1. Representations and Warranties.


 


1.1 Assignor. The Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free
and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect
of any Loan Document (iv) any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge
interest at the rate set forth therein from time to time or (v) the performance or observance by the Company, any of its Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2. Assignee. The Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii)
it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to be satisfied by
it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions
of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or
the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type,
(v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative Agent, any arranger or any other Lender and their respective
Related Parties, and (vi) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, any arranger, the Assignor or any other Lender and their respective Related Parties,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Lender.


 


2. Payments. From and
after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to
the Assignee for amounts which have accrued from and after the Effective Date.


 






     



     


    

 





3. General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.
Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery
of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic Platform shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by,
and construed in accordance with, the law of the State of New York.


 






    2 



     


    

 





EXHIBIT
B



[Reserved]


 






    


     


    

 






 


EXHIBIT C



FORM OF INCREASING LENDER SUPPLEMENT


 


INCREASING LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto,
to the Amended and Restated Credit Agreement, dated as of April 5, 2021 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Tennant Company (the “Company”), the Foreign Subsidiary
Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to Section
2.20 of the Credit Agreement, the Company has the right, subject to the terms and conditions thereof, to effectuate from time to time
an increase in the Revolving Commitment and/or one or more tranches of Incremental Term Loans under the Credit Agreement by requesting
one or more Lenders to increase the amount of its Revolving Commitment and/or to participate in such a tranche;


 


WHEREAS, the Company has given
notice to the Administrative Agent of its intention to [increase the Revolving Commitment] [and] [enter into a tranche of Incremental
Term Loans] pursuant to such Section 2.20; and


 


WHEREAS, pursuant to Section
2.20 of the Credit Agreement, the undersigned Increasing Lender now desires to [increase the amount of its Revolving Commitment] [and]
[participate in a tranche of Incremental Term Loans] under the Credit Agreement by executing and delivering to the Company and the Administrative
Agent this Supplement;


 


NOW, THEREFORE, each of the
parties hereto hereby agrees as follows:


 


1. The undersigned Increasing
Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement it shall [have its Revolving
Commitment increased by $[__________], thereby making the aggregate amount of its total Revolving Commitments equal to $[__________]]
[and] [participate in a tranche of Incremental Term Loans with a commitment amount equal to $[__________] with respect thereto].


 


2. The Company hereby represents
and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.


 


3. Terms defined in the Credit
Agreement shall have their defined meanings when used herein.


 


4. This Supplement shall be
governed by, and construed in accordance with, the laws of the State of New York.


 


5. This Supplement may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same document. The execution of this
Supplement by Electronic Signature or delivery of an executed counterpart of a signature page of this Supplement by any Electronic
System shall be effective as delivery of a manually executed counterpart of this Supplement.


 









    2


     


    

 


IN WITNESS WHEREOF, each of
the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.


 


	 	[INSERT NAME OF INCREASING LENDER]
	 	 
	 	By:	 
	 	Name:
	 	Title:



 


	Accepted and agreed to as of the date first written above:
	 
	TENNANT COMPANY
	 
	By:	 	 
	Name:
	Title:



 


	Acknowledged as of the date first written above:
	 
	JPMORGAN CHASE BANK, N.A.
	as Administrative Agent
	 
	By:	         	 
	Name:
	Title:



 







    3


     


    

 


EXHIBIT D



FORM OF AUGMENTING LENDER SUPPLEMENT


 


AUGMENTING LENDER SUPPLEMENT,
dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Amended and Restated
Credit Agreement, dated as of April 5, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Tennant Company (the “Company”), the Foreign Subsidiary Borrowers from time to time party
thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


W I T N E S S E T H


 


WHEREAS, the Credit Agreement
provides in Section 2.20 thereof that any bank, financial institution or other entity may [extend Revolving Commitments] [and]
[participate in tranches of Incremental Term Loans] under the Credit Agreement subject to the approval of the Company and the Administrative
Agent, by executing and delivering to the Company and the Administrative Agent a supplement to the Credit Agreement in substantially the
form of this Supplement; and


 


WHEREAS, the undersigned Augmenting
Lender was not an original party to the Credit Agreement but now desires to become a party thereto;


 


NOW, THEREFORE, each of the
parties hereto hereby agrees as follows:


 


1. The undersigned Augmenting
Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become a
Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a [Revolving Commitment with
respect to Revolving Loans of $[__________]] [and] [a commitment with respect to Incremental Term Loans of $[__________]].


 


2. The undersigned Augmenting
Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy
of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof,
as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d)
appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions
of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender.


 


3. The undersigned’s address
for notices for the purposes of the Credit Agreement is as follows:


 


[___________]


 






     


     


    

 





4. The Company hereby represents
and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.


 


5. Terms defined in the Credit
Agreement shall have their defined meanings when used herein.


 


6. This Supplement shall be
governed by, and construed in accordance with, the laws of the State of New York.


 


7. This Supplement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same document. The execution of this Supplement by Electronic
Signature or delivery of an executed counterpart of a signature page of this Supplement by any Electronic System shall be effective as
delivery of a manually executed counterpart of this Supplement.


 


[remainder of this page intentionally left blank]


 






    2


     


    

 





IN WITNESS WHEREOF, each of
the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.


 


	 	[INSERT NAME OF AUGMENTING LENDER]
	 
	 	By: 	 
	 	Name:
	 	Title:



 





	Accepted and agreed to as of the date first written above:
	 
	TENNANT COMPANY
	 
	By:	 	 
	Name:
	Title:






 


	Acknowledged as of the date first written above:
	 
	JPMORGAN CHASE BANK, N.A.
	as Administrative Agent
	 
	By:	 	 
	Name:
	Title:
	 
	[Consented to:]1
	 
	[NAME OF RELEVANT PARTY]
	 
	By:	 	 
	Name:
	Title:



 





 






1 To be added only if the consent
of other parties (e.g. Swingline Lenders, Issuing Banks) is required by the terms of the Credit Agreement.


 









    3


     


    

 


EXHIBIT E


 


LIST OF CLOSING DOCUMENTS


 






     


     


    

 





 



 


EXHIBIT F-1






[FORM OF]



BORROWING SUBSIDIARY AGREEMENT


 


BORROWING SUBSIDIARY AGREEMENT
dated as of [_____], among Tennant Company, a Minnesota corporation (the “Company”), [Name of Foreign Subsidiary Borrower],
a [__________] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as administrative agent (in such capacity,
the “Administrative Agent”) under the Credit Agreement (as defined below).


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of April 5, 2021 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein but not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed,
upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with
the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary
become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as
and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the
New Borrowing Subsidiary hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement
on behalf of the New Subsidiary Borrower and sign this Borrowing Subsidiary Agreement and the other Loan Documents to which the New Borrowing
Subsidiary is, or may from time to time become, a party: [______________].]


 


Each of the Company and the
New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company in the Credit Agreement relating
to the New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given
as of a particular date, in which case they shall be true and correct as of that date. [The Company and the New Borrowing Subsidiary further
represent and warrant that the execution, delivery and performance by the New Borrowing Subsidiary of the transactions contemplated under
this Agreement and the use of any of the proceeds raised in connection with this Agreement will not contravene or conflict with, or otherwise
constitute unlawful financial assistance under, Sections 677 to 683 (inclusive) of the United Kingdom Companies Act 2006 of England and
Wales (as amended).]7[INSERT OTHER PROVISIONS REASONABLY REQUESTED BY ADMINISTRATIVE AGENT OR ITS COUNSELS] The Company agrees
that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon
execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary
shall be a party to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower” for all purposes thereof, and
the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement.


 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.


 


[Signature Page Follows]


 





 






7 To be included
only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales.


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.


 


	 	TENNANT COMPANY
	 	 
	 	
    

     By:
	 

	 		Name:
	 		Title:
	 	 
	 	[NAME OF NEW BORROWING SUBSIDIARY]
	 	 	 
	 	
    

    By:
	 

	 		Name:
	 		Title:
	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative
Agent
	 	 
	 	
    

    By:
	 

	 		Name:
	 		Title:
	 	 







    2


     


    

 





EXHIBIT F-2


 


[FORM OF]



BORROWING SUBSIDIARY TERMINATION


 


JPMorgan Chase Bank, N.A.

as Administrative Agent

for the Lenders referred to below






10 South Dearborn Street


Chicago, Illinois 60603


Attention: Charitra Shetty


 


[Date]


Ladies and Gentlemen:


 


The undersigned, Tennant Company
(the “Company”), refers to the Amended and Restated Credit Agreement dated as of April 5, 2021 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers
from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Company hereby terminates
the status of [______________] (the “Terminated Borrowing Subsidiary”) as a Foreign Subsidiary Borrower under the Credit
Agreement. [The Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date
hereof and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified
by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement have
been paid in full on or prior to the date hereof.] [The Company acknowledges that the Terminated Borrowing Subsidiary shall continue to
be a Borrower until such time as all Loans made to the Terminated Borrowing Subsidiary shall have been prepaid and all amounts payable
by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the Administrative Agent or
any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement shall have been paid in full, provided
that the Terminated Borrowing Subsidiary shall not have the right to make further Borrowings under the Credit Agreement.]


 





[Signature Page Follows]


 






     


     


    

 


This instrument shall be construed
in accordance with and governed by the laws of the State of New York.





 


	 	Very truly yours,
	 	 
	 	TENNANT COMPANY







 


	 	By:	 
	 		Name:
	 		Title:




 


Copy to:     JPMorgan Chase Bank, N.A.


10 South Dearborn Street


Chicago, Illinois 60603


 






    2


     


    

 


EXHIBIT G


 


FORM OF SUBSIDIARY GUARANTY


 


 


		EXECUTION COPY GUARANTY THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this "Guaranty") is made as of April 4, 2017, by and among each of the undersigned (the "Initial Guarantors" and along with any additional Subsidiaries of the Company which become parties to this Guaranty by executing a supplement hereto in the form attached as Annex I, the "Guarantors") in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, under the Credit Agreement referred to below. WITNESS ETH WHEREAS, Tennant Company, a Minnesota corporation (the "Company"), the Foreign Subsidiary Borrowers from time to time parties thereto (the "Foreign Subsidiary Borrowers" and, together with the Company, the "Borrowers"), the institutions from time to time parties thereto as lenders (the "Lenders"), and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), have entered into that certain Credit Agreement dated as of the date hereof (as the same may be amended, modified, supplemented and/or restated, and as in effect from time to time, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit and other financial accommodations to be made by the Lenders to the Borrowers; WHEREAS, it is a condition precedent to the extensions of credit by the Lenders under the Credit Agreement that each of the Guarantors (constituting all of the Subsidiary Guarantors required to execute this Guaranty pursuant to the Credit Agreement) execute and deliver this Guaranty, whereby each of the Guarantors, without limitation and with full recourse, shall guarantee the payment when due of all Secured Obligations; and WHEREAS, in consideration of the direct and indirect financial and other support and benefits that the Borrowers have provided, and such direct and indirect financial and other support and benefits as the Borrowers may in the future provide, to the Guarantors, and in consideration of the increased ability of each Guarantor that is a Subsidiary of the Borrower to receive funds through contributions to capital, and for each Guarantor to receive funds through intercompany advances or otherwise, from funds provided to the Borrowers pursuant to the Credit Agreement and the flexibility provided by the Credit Agreement for each Guarantor to do so which significantly facilitates the business operations of the Borrowers and each Guarantor and in order to induce the Lenders and the Administrative Agent to enter into the Credit Agreement, and to make the Loans and the other financial accommodations to the Borrowers and to issue the Letters of Credit described in the Credit Agreement, each of the Guarantors is willing to guarantee the Secured Obligations under the Credit Agreement and the other Loan Documents; NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. Terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein. SECTION 2.Representations, Warranties and Covenants.Each of the Guarantors represents and warrants (which representations and warranties shall be deemed to have been renewed at the time of the making, conversion or continuation of any Loan or issuance of any Letter of Credit or any other date the representations and warranties under the Credit Agreement shall be made or deemed made pursuant to the terms thereof) that: ACTIVE 22015708lv.5 







    


    


    

		 It is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation, organization or formation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent that the failure to have such authority could not reasonably be expected to have a Material Adverse Effect. It (to the extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution and delivery by each Guarantor of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper proceedings, and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (C) Neither the execution and delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated, nor compliance by it with the provisions hereof will (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or its articles or certificate of incorporation (or equivalent charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the Borrowers or any of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on its property pursuant to the terms of, any such indenture, instrument or agreement (other than any Loan Document). No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the foregoing, each of the Guarantors covenants that, so long as any Lender has any Commitment or Letter of Credit outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations (as defined below) shall remain unpaid, it will, and, if necessary, will enable each of the Borrowers to, fully comply with those covenants and agreements of such Borrower applicable to such Guarantor set forth in the Credit Agreement. SECTION 3.The Guaranty.Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements ("Reimbursement Obligations"), (iii) all obligations of any Borrower or any of its Subsidiaries owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents
and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the "Guaranteed Obligations" 







    


    


    

		(provided, however, that the definition of "Guaranteed Obligations" shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Upon (x) the failure by any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. SECTION 4.Guaranty Unconditional.The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; any change in the corporate, partnership, limited liability company or other existence, structure or ownership of any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of such Borrower or any other guarantor of any of the Guaranteed Obligations; the existence of any claim, setoff or other rights which the Guarantors may have at any time against any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Secured Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or 







    


    


    

		unenforceability relating to or against any. Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; the election by, or on behalf of, any one or more of the Secured Parties, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11U.S.C.101 et seq.) (or any successor statute, the "Bankruptcy Code"), of the application of Section ll11(b)(2) of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (I) any borrowing or grant of a security interest by any Borrower, as debtor-in possession, under Section 364 of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; the disallowance, under Section 502 of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, of all or any portion of the claims of the Secured Parties or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or any other act or omission to act or delay of any kind by any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor's obligations hereunder or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty except as provided in Section 5. SECTION 5.Continuing Guarantee: Discharge Only Upon Payment In Full: Reinstatement In Certain Circumstances. Each of the Guarantors' obligations hereunder shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations shall have been paid in full in cash and the Commitments and all Letters of Credit issued under the Credit Agreement shall have terminated or expired or, in the case of all Letters of Credit, shall be fully cash collateralized on terms as provided in the Credit Agreement, at which time, subject to all the foregoing-conditions, the guarantees made hereunder shall automatically terminate. If at any time any payment of the principal of or interest on any Loan, any Secured Obligation or any other amount payable by any Borrower or any other party under the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document (including a payment effected through exercise of a right of setoft) is rescinded, or is or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), each of the Guarantors' obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The parties hereto acknowledge and agree that each of 







    


    


    

		the Guaranteed Obligations shall be due and payable in the same currency as such Guaranteed Obligation is denominated but if currency control or exchange regulations are imposed in the country which issues such currency with the result that such currency (the "Original Currency") no longer exists or the relevant Guarantor is not able to make payment in such Original Currency, then all payments to be made by such Guarantor hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of payment) of such payment due, it being the intention of the parties hereto that each Guarantor takes all risks of the imposition of any such currency control or exchange regulations. SECTION 6. General Waivers: Additional Waivers. General Waivers. Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein or under the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against any Borrower, any other guarantor of the Guaranteed Obligations, or any other Person. Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives: any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (a) notice of acceptance hereof; (b) notice of any Loans, Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor's right to make inquiry of the Administrative Agent and Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of any Borrower or of any other fact that might increase such Guarantor's risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled; its right, if any, to require the Administrative Agent and the other Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Secured Parties have or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Secured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right 







    


    


    

		such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent's and the other Secured Parties' rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Secured Parties of the Guaranteed Obligations; any discharge of the other Guarantors' obligations to the Administrative Agent and the other Secured Parties by operation of law as a result of the Administrative Agent's and the other Secured Parties' intervention or omission; or the acceptance by the Administrative Agent and the other Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor's liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Secured Parties; or (b) any election by the Administrative Agent and the other Secured Parties under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. Indebtedness. SECTION7.Subordination of Subrogation; Subordination of Intercompany Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash, the Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waive any right to enforce any remedy which the Secured Parties, the Issuing Bank or the Administrative Agent now have or may hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and the Guarantors waive any benefit of, and any right to participate in, any security or collateral given to the Secured Parties, the Issuing Bank and the Administrative Agent to secure the payment or performance of all or any part of the Guaranteed Obligations or any other liability of any Borrower to the Secured Parties or the Issuing Bank. Should any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, each Guarantor hereby expressly and irrevocably (A) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations until the Guaranteed Obligations are indefeasibly paid in full in cash and (B) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the other Secured Parties and shall not limit or otherwise affect such Guarantor's liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the other Secured Parties and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 7(A). Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against any Borrower or any other Guarantor hereunder (each an "Obligor") with respect to any "Intercompany Indebtedness" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred
and is continuing, such Guarantor may receive payments of principal, interest and other amounts from any Obligor with respect to Intercompany Indebtedness. 







    


    


    

		Notwithstanding any right of any Guarantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Secured Parties and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an "Insolvency Event"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor("Intercompany Indebtedness")shall be paidor delivereddirectlyto the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among any Borrower and the Secured Parties, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Secured Parties. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same.Each Guarantor agrees that, except as otherwise permitted by the Credit Agreement, until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among any Borrower and the Secured Parties have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor. SECTION 8. Contribution with Respect to Guaranteed Obligations. To the extent that any Guarantor shall make a payment under this Guaranty (a "Guarantor Payment") which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor's "Allocable Amount" (as defined below) (as determined immediately prior to such Guarantor Payment)
bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations, and the termination or expiration of all Commitments and Letters of Credit or, in the case of all Letters of Credit, until such Letters of Credit are fully cash collateralized on terms as provided in the Credit Agreement, and termination of the Credit Agreement, the Swap Agreements and the Banking Services 







    


    


    

		Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the "Allocable Amount" of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. This Section 8 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 8 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing. The rights of the indemnifying Guarantors against other Guarantors under this Section 8 shall be exercisable upon the full and indefeasible payment of the Guaranteed Obligations in cash and the termination or expiry (or in the case of all Letters of Credit full cash collateralization as provided in the Credit Agreement) of the Commitments and all Letters of Credit issued under the Credit Agreement, and the termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements. SECTION 9.Limitation of Guaranty.Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor's obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. SECTION 10. Stay of Acceleration.If acceleration of the time for payment of any amount payable by any Borrower under the Credit Agreement, any counterparty to any Swap Agreement, any Banking Services Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of such Borrower, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document shall nonetheless be payable by each of the Guarantors hereunder forthwith on demand by the Administrative Agent. SECTION 11. Notices. All notices, requests and other communications to any party hereunder shall be given in the manner prescribed in Article IX of the Credit Agreement with respect to the Administrative Agent at its notice address therein and with respect to any Guarantor, in care of the Company at the address of the Company set forth in the Credit Agreement or such other address or 







    


    


    

		telecopy number as such party may hereafter specify for such purpose by notice to the Administrative Agent in accordance with the provisions of such Article IX. SECTION 12. No Waivers. No failure or delay by the Administrative Agent or any other Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 13.Successors and Assigns.This Guaranty is for the benefit of the Administrative Agent and the other Secured Parties and their respective successors and permitted assigns; provided, that no Guarantor shall have any right to assign its rights or obligations hereunder without the consent of the Administrative Agent, and any such assignment in violation of this Section 13 shall be null and void; and in the event of an assignment of any amounts payable under the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the other Loan Documents in accordance with the respective terms thereof, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Guaranty shall be binding upon each of the Guarantors and their respective successors and assigns. SECTION 14. Changes in Writing.Other than in connection with the addition of additional Subsidiaries, which become parties hereto by executing a supplement hereto in the form attached as Annex I, neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each of the Guarantors and the Administrative Agent. SECTION 15. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. PROCESS. SECTION 16.CONSENT TO JURISDICTION; JURY TRIAL: SERVICE OF CONSENT TO JURISDICTION.EACHGUARANTORHEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH 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. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 







    


    


    

		 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY 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 GUARANTY, 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 WAIYER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (C)SERVICE OF PROCESS.EACHPARTYTOTHISGUARANTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.01 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY TO THIS GUARANTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BYLAW. SECTION 17. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Guaranty. In the event an ambiguity or question of intent or interpretation arises, this Guaranty shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Guaranty. SECTION 18. Taxes. Expenses of Enforcement, etc. Taxes. Any and all payments by or on account of any Guarantor to or for the account of any Lender, the Issuing Bank, the Administrative Agent or any other Secured Party hereunder or under any promissory note or application for a Letter of Credit shall be made without deduction or withholding for any and all Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of any Guarantor) requires the deduction or withholding of any Tax from any such payment by such Guarantor, then such Guarantor 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 Guarantor 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 17(A)) such Lender, the Issuing Bank, the Administrative Agent or any other Secured Party (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made. In addition, the Guarantors hereby agree to pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes. The Guarantors hereby agree to indemnify the Administrative Agent, the Issuing Bank, each Lender and any other Secured Party for the full amount of any Indemnified Taxes or 







    


    


    

		Other Taxes (including, without limitation, any Indemnified Taxes or Other Taxes imposed on amounts payable under this Section 17(A)) payable or paid by the Administrative Agent, the Issuing Bank, such Lender or such other Secured Party or required to be withheld or deducted from a payment to the Administrative Agent, the Issuing Bank, such Lender or such other Secured Party 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. Payments due under this indemnification shall be made within thirty (30) days of the date the Administrative Agent, the Issuing Bank, such Lender or such other Secured Parties makes demand therefor. By accepting the benefits hereof, each Foreign Lender agrees that it will comply with Section 2.17(f) of the Credit Agreement. Expenses of Enforcement, Etc.The Guarantors agree to reimburse the Administrative Agent and the other Secured Parties for any reasonable out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Administrative Agent and the other Secured Parties, which attorneys may be employees of the Administrative Agent or the other Secured Parties) paid or incurred by the Administrative Agent or any other Secured Party in connection with the collection and enforcement of amounts due under the Loan Documents, including without limitation this Guaranty. The Administrative Agent agrees to distribute payments received from any of the Guarantors hereunder to the other Secured Parties on a pro rata basis for application in accordance with the terms of the Credit Agreement. SECTION 19. Setoff. Ifan Event of Default shall have occurred and be continuing, each Secured Party (including the Administrative Agent) and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and without notice to any Guarantor, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Secured Party or Affiliate to or for the credit or the account of any Guarantor against any of and all of the Secured Obligations held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under the Loan Documents and although such obligations may be unmatured. The rights of each Secured Party under this Section are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have. SECTION 20. Financial Information. Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of each of the Borrowers and any and all endorsers and/or other Guarantors of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that none of the Secured Parties (including the Administrative Agent) shall have any duty to advise such Guarantor of information known to any of them regarding such condition or any such circumstances. In the event any Secured Party (including the Administrative Agent), in its sole discretion, undertakes at any time or from time to time to provide any such information to a Guarantor, such Secured Party (including the Administrative Agent) shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose any information which such Secured Party (including the Administrative Agent), pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such information or any other information to such Guarantor. SECTION 21. Severability. Wherever possible, each provision
of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent 







    


    


    

		of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty. SECTION 22. Merger. This Guaranty represents the final agreement of each of the Guarantors with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or subsequent oral agreements, between the Guarantor and any Secured Party (including the Administrative Agent). SECTION 23. Headings.Section headings in this Guaranty are for convenience of reference only and shall not govern the interpretation of any provision of this Guaranty. SECTION 24. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Guarantor hereunder in the currency expressed to be payable herein (the "Specified Currency") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified Currency with such other currency at the Administrative Agent's main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of each Guarantor in respect of any sum due hereunder shall, notwithstanding any judgment in a currency other than the Specified Currency, be discharged only to the extent that on the Business Day following receipt by any Secured Party (including the Administrative Agent), as the case may be, of any sum adjudged to be so due in such other currency such Secured Party (including the Administrative Agent), as the case may be, may in accordance with normal, reasonable banking procedures purchase the Specified Currency with such other currency. If the amount of the Specified Currency so purchased is less than the sum originally due to such Secured Party (including the Administrative Agent), as the case may be, in the Specified Currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Secured Party (including the Administrative Agent), as the case may be, against such loss, and if the amount of the Specified Currency so purchased exceeds (a) the sum originally due to any Secured Party (including the Administrative Agent), as the case may be, in the Specified Currency and (b) amounts shared with other Secured Parties as a result of allocations of such excess as a disproportionate payment to such other Secured Party under Section 2.18 of the Credit Agreement, such Secured Party (including the Administrative Agent), as the case may be, agrees, by accepting the benefits hereof, to remit such excess to such Guarantor. SECTION 25. Termination of Guaranty. The obligations of any Guarantor under this Guaranty shall automatically terminate in accordance with Section 9.17 of the Credit Agreement. SECTION 26. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty (or Article X of the Credit Agreement, as applicable) in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 26 or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 26 shall remain in full force and effect until a discharge of such Qualified ECP Guarantor's Guaranteed Obligations in accordance with the terms hereof and the other Loan Documents. Each Qualified ECP
Guarantor intends that this Section 26 constitute, and this Section 26 shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of each other Guarantor for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act. 







    


    


    

		SECTION 27. Counterparts. This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Guaranty by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Guaranty. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Remainder of Page Intentionally Blank. 







    


    


    

		 IN WITNESS WHEREOF, each of the Initial Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written. INITIAL GUA.RAl"JTORS: TENNANT SALES AND SERVICE COMPANY 







    


    


    

		Acknowledged and Agreed as of the date first written above: JPMORGAN CHASE BANK, N.A., as Administrative Agent Name: Justin Martin Title: Authorized Officer 







    


    


    

		ANNEX I TO GUARANTY Reference is hereby made to the Guaranty (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Guaranty") made as of April 4, 2017, by and among [GUARANTORS TO COME] (the "Initial Guarantors" and along with any additional Subsidiaries of the Company, which become parties thereto and together with the undersigned, the "Guarantors") in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned[NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited liability company] (the "New Guarantor"), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party thereto. By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in Section 2 of the Guaranty are true and correct in all respects as of the date hereof. IN WITNESS WHEREOF, the New Guarantor has executed and delivered this Annex I counterpart to the Guaranty as of this day of , 20_. [NAME OF NEW GUARANTOR] By:_ Its: 













     


     


    

 


EXHIBIT H


 


FORM OF PLEDGE AND SECURITY AGREEMENT


 



		EXECUTION COPY PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this "Security Agreement") is entered into as of April 4, 2017 by and among TENNANT COMPANY, a Minnesota corporation (the "Company"), the Subsidiaries of the Company listed on the signature pages hereto (together with the Company, the "Initial Grantors," and together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Supplement hereto in substantially the form of Annex I, the "Grantors"), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the "Administrative Agent") for itself and for the Secured Parties (as defined in the Credit Agreement identified below). PRELIMINARY STATEMENT The Company, certain Subsidiaries of the Company from time to time parties thereto as borrowers (together with the Company, the "Borrowers"), the Administrative Agent and the Lenders are entering into a Credit Agreement dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").The Grantors are entering into this Security Agreement in order to induce the Lenders to enter into and extend credit to the Borrowers under the Credit Agreement. ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows: ARTICLE I DEFINITIONS Terms Defined in the Credit Agreement.All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC. Definitions of Certain Terms Used Herein.As used in this Security Agreement, in addition to the terms defined in the Preliminary Statement, the following terms shall have the following meanings: "Accounts" shall have the meaning set forth in Article 9 of the UCC. "Article" means a numbered article of this Security Agreement, unless another document is specifically referenced. "Chattel Paper" shall have the meaning set forth in Article 9 of the UCC. ACTIVE 220096434v.JO 







    


    


    

		"Collateral" means all Accounts, Chattel Paper, Commercial Tort Claims, Copyrights, Deposit Accounts, Documents, Equipment, Farm Products, General Intangibles, Goods, Instruments, Inventory, Investment Property, letters of credit, Letter-of-Credit Rights, Licenses, Patents, Pledged Deposits, Supporting Obligations, Trademarks and Other Collateral, wherever located, in which any Grantor now has or hereafter acquires any right or interest, and the proceeds (including Stock Rights), insurance proceeds and products thereof, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto; provided however that "Collateral" shall not include Excluded Assets. "Commercial Tort Claims" means commercial tort claims, as defined in the UCC of any Grantor, including each commercial tort claim specifically described in Exhibit "F". "Control" shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC. "Copyrights" means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and all rights corresponding to any of the foregoing throughout the world. "Default" means an event described in Section 5.1 hereof. "Deposit Account Control Agreement" means an agreement, in form and substance satisfactory to the Administrative Agent, among any Grantor, a banking institution holding such Grantor's funds, and the Administrative Agent with respect to collection and Control of all deposits and balances held in a deposit account maintained by such Grantor with such banking institution. "Deposit Accounts" shall have the meaning set forth in Article 9 of the UCC. "Documents" shall have the meaning set forth in Article 9 of the UCC. "Equipment" shall have the meaning set forth in Article 9 of the UCC. "Excluded Assets" means (a) any lease, contract, agreement, permit, authorization, approval or license of a Grantor, and any rights therein and property acquired thereunder, if and for so long as, and solely to the extent that, the grant of a security interest therein, or the assignment thereof, shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, such lease, contract, agreement, permit, authorization, approval or license (other than (x) to the extent that any such term would be rendered ineffective pursuant to the UCC of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity or (y) to the extent such security interest or assignment shall be expressly permitted by the applicable counterpart(ies) by consent, waiver or otherwise); (b) any intent-to-use trademark application prior to the filing of a "Statement of Use" or "Amendment to Allege Use" with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein, or the assignment thereof, would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; provided, with respect to clause (a) and (b), that the foregoing shall constitute Collateral immediately at such time as the condition causing such
abandonment, invalidation or unenforceability shall be remedied 







    


    


    

		and, to the extent severable, any portion of such trademark application, lease, license, contract, agreement, permit, authorization or approval that does not result in any of the consequences specified in clause (a) or (b), shall constitute Collateral, including any proceeds of such trademark application, lease, license, contract, agreement, permit, authorization or approval; (c) assets consisting of real property or interests in real property; (d) Fixtures; (e) motor vehicles and other assets subject to certificates of title; (f) voting Equity Interests of any Affected Foreign Subsidiary representing in excess of 65% of the issued and outstanding Equity Interests of such Affected Foreign Subsidiary entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)); (g) assets as to which, in consultation with the applicable Grantor, the Administrative Agent reasonably determines in its sole discretion that the burden or cost of obtaining a security interest in such assets, or the perfection thereof, is excessive when compared to the benefit to the Secured Parties of the security to be afforded thereby; (h) assets in respect of which pledges and security interests are prohibited by applicable law, rule or regulation or agreements with any Governmental Authority and approval or authorization from such Governmental Authority has not been obtained (other than (x) to the extent that any such term would be rendered ineffective pursuant to the UCC of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such prohibitions (including by the grant of consent, license or other approval from the applicable Governmental Authority), such assets shall automatically cease to constitute "Excluded Assets"; and (i) to the extent used exclusively to hold funds for the benefit of the applicable third parties, (1) escrow accounts and trust accounts, (2) payroll accounts, (3) accounts used for payroll taxes and/or withheld income taxes, (4) accounts used for employee wage and benefit payments, (5) custodial accounts and (6) accounts that are swept to a zero balance on a daily basis to a deposit account that is subject to a control agreement in favor of the Administrative Agent for the benefit of the Secured Parties; provided that, "Excluded Assets" shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets). "Exhibit" refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced. "Farm Products" shall have the meaning set forth in Article 9 of the UCC. "Fixtures" shall have the meaning set forth in Article 9 of the UCC. "General Intangibles" shall have the meaning set forth in Article 9 of the UCC and, in any event, includes payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill (including the goodwill associated with any Trademark), Patents, Trademarks, Copyrights, URLs and domain names, Industrial Designs, other industrial or Intellectual Property or rights therein or applications therefor, whether under license or otherwise, programs, programming materials, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Licenses, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the UCC,
and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, Goods, Investment Property, negotiable Collateral, and oil, gas, or other minerals before extraction. "Goods" shall have the meaning set forth in Article 9 of the UCC. 







    


    


    

		"Industrial Designs" means (i) registered industrial designs and industrial design applications, and also includes registered industrial designs and industrial design applications listed in Exhibit "B", (ii) all renewals, divisions and any industrial design registrations issuing thereon and any and all applications corresponding thereto, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iv) the right to sue for past, present and future infringements thereof, and (v) all of each Grantor's rights corresponding thereto throughout the world. "Instruments" shall have the meaning set forth in Article 9 of the UCC. "Intellectual Property" means all Patents, Trademarks, Copyrights and any other intellectual property. "Inventory" shall have the meaning set forth in Article 9 of the UCC. "Investment Property" shall have the meaning set forth in Article 9 of the UCC. "Letter-of-Credit Rights" shall have the meaning set forth in Article 9 of the UCC. "Licenses" means, with respect to any Person, all of such Person's right, title, and interest in and to (a) any and all licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof. "Other Collateral" means any property of the Grantors, not included within the defined terms Accounts, Chattel Paper, Commercial Tort Claims, Copyrights, Deposit Accounts, Documents, Equipment, Farm Products, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Licenses, Patents, Pledged Deposits, Supporting Obligations and Trademarks, including, without limitation, all cash on hand, letters of credit, Stock Rights or any other deposits (general or special, time or demand, provisional or final) with any bank or other financial institution, it being intended that the Collateral include all personal property of the Grantors, other than Excluded Assets and subject to the limitations contained in Article II of this Security Agreement. "Patents" means, with respect to any Person, all of such Person's right, title, and interest in and to: (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all licenses of the foregoing whether as licensee or licensor; (e) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (f) all rights to sue for past, present, and future infringements thereof; and (g) all rights corresponding to any of the foregoing throughout the world. "Pledged Collateral" means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement. "Pledged Deposits" means all time deposits of money (other than Deposit Accounts and Instruments), whether or not evidenced by certificates, which a Grantor may from time to time designate 







    


    


    

		as pledged to the Administrative Agent or to any Secured Party as security for any Secured Obligations, and all rights to receive interest on said deposits. "Receivables" means the Accounts, Chattel Paper, Documents, Investment Property, Instruments or Pledged Deposits, and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral. "Section" means a numbered section of this Security Agreement, unless another document is specifically referenced. "Security" shall have the meaning set forth in Article 8 of the UCC. "Securities Account" has the meaning set forth in Article 8 of the UCC. "Stock Rights" means any securities, dividends, instruments or other distributions and any other right or property which any Grantor shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which any Grantor now has or hereafter acquires any right, issued by an issuer of such securities. "Supporting Obligation" shall have the meaning set forth in Article 9 of the UCC. "Trademarks" means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (f) all rights corresponding to any of the foregoing throughout the world. "Voting Power" means with respect to any share of Voting Stock, the number of votes that the holder of such share may cast in an election of members of the Board of Directors (or analogous governing body) of the issuer of such share. "Voting Stock" means, with respect to any Person, such Person's Equity Interests having the right to vote for election of directors (or the equivalent thereof) of such Person under ordinary circumstances. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. ARTICLE II GRANT OF SECURITY INTEREST Each of the Grantors hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the benefit of the Secured Parties, a security interest in all of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to the Collateral to secure the prompt and complete payment and performance of the Secured Obligations; provided that, notwithstanding anything to the contrary contained in this Article II, the amount of Equity Interests in any First-Tier Foreign 







    


    


    

		Subsidiary that is an Affected Foreign Subsidiary pledged or required to be pledged to the Administrative Agent hereunder or under any other Collateral Document shall be automatically limited to the Voting Stock of such First-Tier Foreign Subsidiary representing not more than 65% of the total Voting Power of all outstanding Voting Stock of such First-Tier Foreign Subsidiary (and the term "Collateral" shall not include any other Equity Interests of such First-Tier Foreign Subsidiary). For the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an assignment of intellectual property rights owned by the Grantors. ARTICLE III REPRESENTATIONS AND WARRANTIES Each of the Initial Grantors represents and warrants to the Administrative Agent and the Secured Parties, and each Grantor that becomes a party to this Security Agreement pursuant to the execution of a Security Agreement Supplement in substantially the form of Annex I represents and warrants (after giving effect to supplements to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement Supplement), that: Title, Authorization, Validity and Enforceability. Such Grantor has good and valid rights in or the power to transfer the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1.6 hereof, and has full corporate, limited liability company or partnership, as applicable, power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement have been duly authorized by proper corporate, limited liability company, limited partnership or partnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed in Exhibit "E", the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCC, subject only to Liens permitted under Section 4.1.6 hereof. Conflicting Laws and Contracts. Neither the execution and delivery by such Grantor of this Security Agreement, the creation and perfection of the security interest in the Collateral granted hereunder, nor compliance with the terms and provisions hereof will (x) violate any applicable law or regulation or the charter, by-laws or other organizational documents of such Grantor or any order of any Governmental Authority applicable to such Grantor, (y) violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or its assets, or give rise to a right thereunder to require any payment to be made by such Grantor, or (z) result in the creation or imposition of any Lien on any asset of such Grantor, other than Liens created under this Security Agreement and the Loan Documents. Principal Location. Such Grantor's mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit "A"; such Grantor has no other places of business except those set forth in Exhibit "A".








    


    


    

		Property Locations. The Inventory and Equipment of each Grantor are located solely at the locations of such Grantor described in Exhibit "A'', except for Inventory and Equipment which is in transit ·or Inventory which is located at customer's premises or with dealers or distributors for such Grantor's Inventory. All of said locations are owned by such Grantor except for locations (i) which are leased by such Grantor as lessee and designated in Part B of Exhibit "A" and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment by such Grantor as designated in Part C of Exhibit "A'', with respect to which Inventory such Grantor has delivered bailment agreements, warehouse receipts, financing statements or other documents satisfactory to the Administrative Agent to protect the Administrative Agent's and the Secured Parties' security interest in such Inventory. No Other Names: Etc.. Within the five-year period ending as of the date such Person becomes a Grantor hereunder, such Grantor has not conducted business under any name, changed its jurisdiction of formation, merged with or into or consolidated with any other Person, except as disclosed in Exhibit "A". The name in which such Grantor has executed this Security Agreement is the exact name as it appears in such Grantor's organizational documents, as amended, as filed with such Grantor's jurisdiction of organization as of the date such Person becomes a Grantor hereunder. No Default. No Default or Event of Default exists. Accounts and Chattel Paper. The names of the obligors, amounts owing, due dates and other information with respect to the Accounts and Chattel Paper owned by such Grantor are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices and reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. Filing Requirements. None of the Equipment owned by such Grantor is covered by any certificate of title, except for motor vehicles. None of the Collateral owned by such Grantor is of a type for which security interests or liens may be perfected by filing under any federal statute except for (i) motor vehicles and (ii) Patents, Trademarks and Copyrights held by such Grantor and described in Part C of Exhibit "B". No Financing Statements, Security Agreements.No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except financing statements (i) naming the Administrative Agent on behalf of the Secured Parties as the secured party and (ii) in respect of Liens permitted by Section 6.02 of the Credit Agreement; provided, that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement. 3.IO.Federal Employer Identification Number; State Organization Number: Jurisdiction of Organization. Such Grantor's federal employer identification number is, and if such Grantor is a registered organization, such Grantor's State of organization, type of organization and State of organization identification number are, listed in Exhibit "G". 3.I I.Pledged Securities and Other Investment Property. Exhibit "D" sets forth a complete and accurate list of the Instruments, Securities (excluding immaterial Securities received from or with respect to customers in settlement of Receivables) and other Investment Property constituting Collateral and delivered
to the Administrative Agent. Each Grantor is the direct and beneficial owner of each 







    


    


    

		Instrument, Security and other type of Investment Property listed in Exhibit "D" as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder or as permitted by Section 6.02 of the Credit Agreement. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Exhibit "D" hereto, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible and (iii) to the extent requested by the Administrative Agent, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control. Intellectual Property. Exhibit "B" contains a complete and accurate listing as of the Effective Date of (A) all Intellectual Property of each of the Grantors that is subject to any registration, patent, or application therefor, filed with any U.S. Government Authority, including, but not limited to the following: (i) state, U.S. trademark registrations, and applications for trademark registration, (ii) U.S. patents and patent applications, together with all reissuances, continuations, continuations in part, revisions, extensions, and reexaminations thereof, (iii) U.S. copyright registrations and applications for registration, and (iv) industrial design registrations and industrial design applications, and (B) all Licenses. All of the U.S. registrations, applications for registration or applications for issuance of the Intellectual Property are valid and subsisting, in good standing and are recorded or in the process of being recorded in the name of the applicable Grantor. Such Intellectual Property in Exhibit "B" is valid, subsisting, unexpired (where registered or patented) and enforceable (where registered or patented) and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, except as could not be reasonably expected to result in a Material Adverse Effect. No Person other than the respective Grantor has any right or interest of any kind or nature in or to the Intellectual Property, including any right to sell, license, lease, transfer, distribute, use or otherwise exploit the Intellectual Property or any portion thereof outside of the ordinary course of the respective Grantor's business except as noted on Exhibit "B". Each Grantor has good, marketable and exclusive title to, and the valid and enforceable power and right to sell, license, transfer, distribute, use and otherwise exploit, its Intellectual Property except as noted on Exhibit "B". Each Grantor has taken or caused to be taken steps so that none of its Intellectual Property, the value of which to the Grantors are contingent upon maintenance of the confidentiality thereof, have been disclosed by such Grantor to any Person other than employees, contractors, customers, representatives and agents of the Grantors who are parties to customary confidentiality and nondisclosure agreements with the Grantors except where those disclosures, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Effect.








    


    


    

		To each Grantor's knowledge, no Person has violated, infringed upon or breached, or is currently violating, infringing upon or breaching, any of the rights of the Grantors to the Intellectual Property or has breached or is breaching any duty or obligation owed to the Grantors in respect of the Intellectual Property except where those breaches, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Effect. No settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by any Grantor or to which any Grantor is bound that adversely affects its rights to own or use any Intellectual Property except as could not be reasonably expected to result in a Material Adverse Effect, in each case individually or in the aggregate. No Grantor has received any written notice that remains outstanding challenging the validity, enforceability, or ownership of any Intellectual Property except where those challenges could not reasonably be expected to result in a Material Adverse Effect, and to such Grantor's knowledge at the date hereof there are no facts upon which such a challenge could be made. Each Grantor owns directly or is entitled to use, by license or otherwise, all Intellectual Property necessary for the conduct of such Grantor's business. Each Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all trademarks and has taken all commercially reasonable action necessary to insure that all licensees of the trademarks owned or licensed by such Grantor use such adequate standards of quality, except where the failure to use adequate standards of quality could not reasonably be expected to result in a Material Adverse Effect. The consummation of the transactions contemplated by the Loan Documents will not result in the termination or material impairment of any of the Intellectual Property. Deposit Accounts and Securities Accounts. All of such Grantor's Deposit Accounts and Securities Accounts are listed on Exhibit "H". ARTICLE IV COVENANTS From the date of this Security Agreement and thereafter until this Security Agreement is terminated, each of the Initial Grantors agrees, and from and after the effective date of any Security Agreement Supplement applicable to any Grantor (and after giving effect to supplements to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement Supplement) and thereafter until this Security Agreement is terminated each such subsequent Grantor agrees: General. Inspection. Subject to Section 5.06 of the Credit Agreement, each Grantor will permit the Administrative Agent or any Secured Party, by its representatives and agents (i) to inspect the Collateral, (ii) to examine and make copies of the records of such Grantor relating to the Collateral and (iii) to discuss the Collateral and the related records of such Grantor with, and to be advised as to the same by, such Grantor's officers and employees (and, in the case of any 







    


    


    

		Receivable, with any person or entity which is or may be obligated thereon), all at such reasonable times and intervals as the Administrative Agent or such Secured Party may determine, and all at such Grantor's expense. Taxes. Such Grantor will pay when due all taxes, assessments and governmental charges and levies upon the Collateral owned by such Grantor, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP and with respect to which no Lien exists, and (ii) those which by reason of the amount involved or the remedies available to the taxing authority could not reasonably be expected to have a Material Adverse Effect. Records and Reports; Notification of Default.Each Grantor shall keep and maintain complete, accurate and proper books and records with respect to the Collateral owned by such Grantor, and furnish to the Administrative Agent, with sufficient copies for each of the Secured Parties, such reports relating to the Collateral as the Administrative Agent shall from time to time reasonably request. Each Grantor will give prompt notice in writing to the Administrative Agent and the Lenders of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, which could reasonably be expected to materially and adversely affect the Collateral. Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, and if requested will execute and deliver to the Administrative Agent, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to provide materials for filing or to make filings to perfect Liens in any Intellectual Property rights outside of the United States. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as "all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof." Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all persons and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder. Disposition of Collateral. No Grantor will sell, lease or otherwise dispose of the Collateral owned by such Grantor except (i) prior to the occurrence and continuance of a Default or Event of Default, dispositions specifically permitted pursuant to Section 6.03 of the Credit Agreement, (ii) until such time following the occurrence of a Default as such Grantor receives a notice from the Administrative Agent instructing such Grantor to cease such transactions, sales or leases of Inventory in the ordinary course of business, (iii) dispositions of Intellectual Property which is no longer useful or necessary in such Grantor's business as reasonably determined by such Grantor,
and (iv) until such time as such Grantor receives a notice from the Administrative 







    


    


    

		Agent pursuant to Article VII, proceeds of Inventory and Accounts collected in the ordinary course of business. Liens. No Grantor will create, incur, or suffer to exist any Lien on the Collateral owned by such Grantor except Liens permitted pursuant to Section 6.02 of the Credit Agreement, provided, that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement. Change in Corporate Existence, Type or Jurisdiction of Organization, Location, Name. Each Grantor will: preserve its existence and corporate structure as in effect on the Effective Date; not change its name or jurisdiction of organization; not maintain its place of business (if it has only one) or its chief executive office (if it has more than one place of business) at a location other than a location specified in Exhibit "A"; and not (i) have any Inventory or Equipment or proceeds or products thereof (other than Inventory and proceeds thereof disposed of as permitted by Section 4.1.5) at a location other than a location specified in Exhibit "A" or described in Section 3 .4, (ii) change its name or taxpayer identification number or (iii) change its mailing address, unless, in each such case, such Grantor shall have given the Administrative Agent not less than thirty (30) days' prior written notice of such event or occurrence and the Administrative Agent shall have either (x) determined that such event or occurrence will not adversely affect the validity, perfection or priority of the Administrative Agent's security interest in the Collateral, or (y) taken such steps (with the cooperation of such Grantor to the extent necessary or advisable) as are necessary or advisable to properly maintain the validity, perfection and priority of the Administrative Agent's security interest in the Collateral owned by such Grantor. Other Financing Statements. No Grantor will suffer to exist or authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by such Grantor, except any financing statement authorized under Section 4.1.4 hereof and financing statements filed with respect to Liens otherwise permitted under Section 6.02 of the Credit Agreement; provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement. Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection herewith without the prior written consent of the Administrative Agent, subject to such Grantor's rights under Section 9-509(d)(2) of the UCC. Receivables. Certain Agreements on Receivables. During the occurrence and continuation of a Default, upon reasonable notice from the Administrative Agent, no Grantor will make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable Jess than the original amount thereof. Prior to the 







    


    


    

		occurrence and continuation of a Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory or the rendering of services in accordance with its present policies and in the ordinary course of business and as otherwise permitted under the Credit Agreement. Collection of Receivables.Except as otherwise provided in this Security Agreement, each Grantor will collect and enforce, at such Grantor's sole expense, in accordance with its present policies and in the ordinary course of business, all amounts due or hereafter due to such Grantor under the Receivables owned by such Grantor. Delivery of Invoices.Each Grantor will deliver to the Administrative Agent immediately upon its request after the occurrence and during the continuance of a Default duplicate invoices with respect to each Account owned by such Grantor bearing such language of assignment as the Administrative Agent shall reasonably specify. Disclosure of Counterclaims on Receivables. If (i) any material discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on a Receivable owned by such Grantor exists or (ii) to the knowledge of such Grantor, any material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to a Receivable, such Grantor will disclose such fact to the Administrative Agent in writing in connection with the inspection by the Administrative Agent of any record of such Grantor relating to such Receivable and in connection with any invoice or report furnished by such Grantor to the Administrative Agent relating to such Receivable. Electronic Chattel Paper. Each Grantor shall take all steps necessary to grant the Administrative Agent Control of all electronic chattel paper which constitutes Collateral in accordance with the UCC and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. Maintenance of Goods. Each Grantor will do all things reasonably necessary to maintain, preserve, protect and keep the Inventory and the Equipment owned by such Grantor in good repair, working order and saleable condition (ordinary wear and tear excepted) and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Instruments, Securities. Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) subject to Section 4.0lG){iii) of the Credit Agreement, deliver to the Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities (to the extent certificated and excluding immaterial Securities received from or with respect to customers in settlement of Receivables) and Instruments, in each case, with a value individually or in the aggregate in excess of $1,000,000 constituting Collateral (if any then exist), (ii) hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities (excluding immaterial Securities received from or with respect to customers in settlement of Receivables) and Instruments constituting Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof) with a value individually or in the aggregate in excess of $1,000,000, deliver to the Administrative Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Administrative Agent shall specify, (iv) upon the Administrative Agent's request, after the occurrence and during the continuance of a Default, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately
deliver to the Administrative Agent) any 







    


    


    

		Documents evidencing or constituting Collateral, and (v) upon the Administrative Agent's request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit "I" hereto (the "Amendment"), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Uncertificated Securities and Certain Other Investment Property.Each Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Investment Property not represented by certificates which are Collateral owned by such Grantor to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Investment Property not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. Each Grantor will, upon the request of the Administrative Agent, subject to Section 4.0lU)(iii) of the Credit Agreement, use all commercially reasonable efforts, with respect to Investment Property constituting Collateral owned by such Grantor with a value individually or in the aggregate in excess of $1,000,000 held with a financial intermediary, to cause such financial intermediary to enter into a control agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent. Stock and Other Ownership Interests. Changes in Capital Structure of Issuers.Except as permitted in the Credit Agreement, no Grantor will (i) permit or suffer any issuer of privately held corporate securities or other ownership interests in a corporation, partnership, joint venture or limited liability company constituting Collateral owned by such Grantor to dissolve, liquidate, retire any of its capital stock or other Instruments or Securities evidencing ownership, reduce its capital or merge or consolidate with any other entity, or (ii) vote any of the Instruments, Securities or other Investment Property in favor of any of the foregoing except to the extent permitted under Section 6.03 of the Credit Agreement. Issuance of Additional Securities. No Grantor will permit or suffer the issuer of privately held corporate securities or other ownership interests in a corporation, partnership, joint venture or limited liability company constituting Collateral to issue any such securities or other ownership interests, any right to receive the same or any right to receive earnings, except to such Grantor. Registration of Pledged Securities and other Investment Property. Each Grantor will permit any registrable Collateral owned by such Grantor to be registered in the name of the Administrative Agent or its nominee at any time at the option of the Required Lenders following the occurrence and during the continuance of an Event of Default and without any further consent of such Grantor. Exercise of Rights in Pledged Securities and other Investment Property.Each Grantor will permit the Administrative Agent or its nominee at any time after the continuance of a Default, without notice, to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by such Grantor or any part thereof, and to receive all dividends and interest in respect of such Collateral. Deposit Accounts. Each Grantor will (i) within sixty (60) days (or such later date as may be approved by the Administrative Agent in its sole discretion) after the Administrative Agent's request, 







    


    


    

		cause each bank or other financial institution in which it maintains (a) a Deposit Account (other than any Deposit Accounts constituting an Excluded Asset) with an average daily balance in excess of $100,000 to enter into a control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent in order to give the Administrative Agent Control of such Deposit Account or (b) other deposits (general or special, time or demand, provisional or final) to be notified of the security interest granted to the Administrative Agent hereunder and cause each such bank or other financial institution to acknowledge such notification in writing and (ii) upon the Administrative Agent's request after the occurrence and during the continuance of a Default, deliver to each such bank or other financial institution a letter, in form and substance acceptable to the Administrative Agent, transferring ownership of such Deposit Account to the Administrative Agent or transferring dominion and control over each such other deposit to the Administrative Agent until such time as no Default exists. In the case of deposits maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs. Letter-of-Credit Rights. Each Grantor will, upon the Administrative Agent's request, subject to Section 4.0lG)(iii) of the Credit Agreement, cause each issuer of any letters of credit with a value individually or in the aggregate in excess of $1,000,000, to consent to the assignment of proceeds of such letters of credit in order to give the Administrative Agent Control of the Letter-of-Credit Rights to such letter of credit. Federal, State or Municipal Claims. Each Grantor will notify the Administrative Agent of any Collateral, with a value individually or in the aggregate in excess of $1,000,000, owned by such Grantor which constitutes a claim against the United States government or any state or local government or any instrumentality or agency thereof, the assignment of which claim is restricted by federal, state or municipal law. Furthermore, each Grantor will execute and deliver to the Administrative Agent such documents, agreements and instruments, and will take such further actions (including, without limitation, the taking of necessary actions under the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.)), which the Administrative Agent may, from time to time, reasonably request, to ensure perfection and priority of the Liens hereunder in respect of Accounts and General Intangibles owing by any government or instrumentality or agency thereof with a value individually or in the aggregate in excess of $1,000,000, all at the expense of the Company. No Interference. To the fullest extent permitted by applicable law, each Grantor agrees that it waives its right to interfere with any right, power and remedy of the Administrative Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers or remedies. Insurance. In the event any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a "Special Flood Hazard Area'', each Grantor shall purchase and maintain flood insurance on such Collateral (including any personal property which is located on any real property leased by such Grantor within a "Special Flood Hazard Area"). The amount of flood insurance required by this Section shall be in an amount equal to the lesser of the total Commitment or the total replacement cost value of the improvements (or such other amount as may be agreed to by the Administrative Agent in its sole discretion). Intellectual Property. If, after the date hereof, any Grantor obtains rights to, including, but not limited to filing and acceptance of a statement
of use or an amendment to allege use with the United States Patent and Trademark Office, or applies for or seeks registration of, any new patentable 







    


    


    

		invention, Trademark or Copyright in addition to the Patents, Trademarks and Copyrights described in Part C of Exhibit "B", which are all of such Grantor's United States Patents, Trademarks and Copyrights as of the Effective Date, then such Grantor shall give the Administrative Agent notice thereof, as part of each compliance certificate provided to the Administrative Agent pursuant to the Credit Agreement. Each Grantor agrees promptly upon request by the Administrative Agent to execute and deliver to the Administrative Agent any supplement to this Security Agreement or any other document reasonably requested by the Administrative Agent to evidence such security interest in a form appropriate for recording in the applicable federal office. Each Grantor also hereby authorizes the Administrative Agent to modify this Security Agreement unilaterally (i) by amending Part C of Exhibit "B" to include any future United States Patents, Trademarks and/or Copyrights of which the Administrative Agent receives notification from such Grantor pursuant hereto and (ii) by recording, in addition to and not in substitution for this Security Agreement, a duplicate original of this Security Agreement containing in Part C of Exhibit "B" a description of such future Patents, Trademarks and/or Copyrights. As of the Effective Date, no Grantor has any interest in, or title to, any United States Copyrights, Patents or Trademarks, or Licenses, except as set forth in Exhibit "B". This Agreement is effective to create a valid and continuing Lien on such Copyrights, Patents and Trademarks that are subject to any registration, patent, or application therefor, filed with any U.S. Government Authority, and Licenses, and, upon filing of the Confirmatory Grant of Security Interest in Copyrights with the United States Copyright Office and filing of the Confirmatory Grant of Security Interest in Patents and the Confirmatory Grant of Security Interest in Trademarks with the United States Patent and Trademark Office, and the filing of appropriate financing statements in the jurisdictions listed in Exhibit "E" hereto, all action necessary or desirable to protect and perfect the security interest in, to and on each Grantor's United States Patents, Trademarks or Copyrights has been taken and such perfected security interest is enforceable as such as against any and all creditors of and purchasers from any Grantor. No Grantor has any interest in any registered or applied for Copyright that is necessary in connection with the operation of such Grantor's business, except for those registered or applied for Copyrights identified in Exhibit "B" attached hereto which have been registered with the United States Copyright Office. Commercial Tort Claims. If, after the date hereof, any Grantor identifies the existence of any Commercial Tort Claims which individually or in the aggregate are in excess of $1,000,000 belonging to such Grantor, and that have arisen in the course of such Grantor's business in addition to the Commercial Tort Claims described in Exhibit "F", which are all of such Grantor's Commercial Tort Claims as of the Effective Date, then such Grantor shall give the Administrative Agent prompt notice thereof, but in any event not less frequently than quarterly. Each Grantor agrees promptly upon request by the Administrative Agent to execute and deliver to the Administrative Agent any supplement to this Security Agreement or any other document reasonably requested by the Administrative Agent to evidence the grant of a security interest therein in favor of the Administrative Agent. Updating of Exhibits to Security Agreement.The Company will provide to the Administrative Agent, concurrently with the delivery of the certificate of a Financial Officer of the Company as required by Section 5.0l(c) of the Credit Agreement, updated versions of the Exhibits to this Security Agreement (which updates shall include, upon the request of the Administrative Agent,
a complete and accurate listing as of the date of such certificate of each of the Grantors' Intellectual Property constituting (i) common law trademarks, (ii) trade secrets, (iii) domain names, (iv) proprietary computer software, (v) all forms of Intellectual Property described in clauses (i)-(iii) of Section 3.12.1 that are owned by a third party and licensed to the Grantors or otherwise used by the Grantors under 







    


    


    

		contract, and (vi) the names of any Person who has been granted rights in respect thereof outside of the ordinary course of business); provided that if there have been no material changes with respect to information set forth on any such Exhibits since the previous updating thereof required hereby, the Company shall indicate that there has been "no material change" to the applicable Exhibit(s). ARTICLEV DEFAULT The occurrence of any one or more of the following events shall constitute a Default: Any representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be materially false (or false in any respect if qualified by Material Adverse Effect or other materiality qualifier) as of the date on which made. The breach by any Grantor of any of the terms or provisions of Article IV or Article VII. The breach by any Grantor (other than a breach which constitutes a Default under Section 5.1.1 or 5.1.2 hereof) of any of the terms or provisions of this Security Agreement which is not remedied within ten (10) days after the giving of written notice to such Grantor by the Administrative Agent. Any material portion of the Collateral shall be transferred or otherwise disposed of, either voluntarily or involuntarily, in any manner not permitted by Section 4.1.5 or 8.8 hereof or shall be lost, stolen, damaged or destroyed. The occurrence of any "Event of Default" under, and as defined in, the Credit Agreement. Remedies. Upon the occurrence and continuance of a Default, the Administrative Agent may, and at the direction of the Required Lenders shall, exercise any or all of the following rights and remedies: Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this clause (i) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Secured Parties prior to a Default. Those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. Give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral. 







    


    


    

		Without notice (except as specifically provided in Section 8.1 hereof or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor's premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable. Concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof. The Administrative Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases. Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent's remedies (for the benefit of the Administrative Agent and other Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. If, after the Credit Agreement has terminated by its terms and all of the Secured Obligations have been paid in full, there remain outstanding Swap Obligations or Banking Services Obligations, the Required Lenders may exercise the remedies provided in this Section upon the· occurrence of any event which would allow or require the termination or acceleration of any Swap Obligations or Banking Services Obligations. Notwithstanding the foregoing, neither the Administrative Agent nor any other Secured Party shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) 







    


    


    

		marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral. Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with Section 5.2.1 above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so. Grantors' Obligations Upon Default. Upon the request of the Administrative Agent after the occurrence and during the continuance of a Default, each Grantor will: Assembly of Collateral. Assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Agent. Secured Party Access. Permit the Administrative Agent, by the Administrative Agent's representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral, or the books and records relating thereto, or both, to remove all or any part of the Collateral, or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy. License. The Administrative Agent is hereby granted a non-exclusive license or other non-exclusive right to use, following the occurrence and during the continuance of a Default, without charge, each Grantor's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, customer lists and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral, and, following the occurrence and during the continuance of a Default, such Grantor's rights under all licenses and all franchise agreements shall inure to the Administrative Agent's benefit. In addition, each Grantor hereby irrevocably agrees that the Administrative Agent may, following the occurrence and during the continuance of a Default, sell any of such Grantor's Inventory directly to any person, including without limitation persons who have previously purchased such Grantor's Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent's rights under this Security Agreement, may sell Inventory which bears any trademark owned by or licensed to such Grantor and any Inventory that is covered by any copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any trademark owned by or licensed to such Grantor and sell such Inventory as provided herein. ARTICLE VI WAIVERS, AMENDMENTS AND REMEDIES No delay or omission of the Administrative Agent or any Secured Party to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a 







    


    


    

		waiver of any Default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent and each Grantor, and then only to the extent in such writing specifically set forth, provided that the addition of any Subsidiary as a Grantor hereunder by execution of a Security Agreement Supplement in the form of Annex I (with such modifications as shall be acceptable to the Administrative Agent) shall not require receipt of any consent from or execution of any documentation by any other Grantor party hereto. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Secured Parties until the Secured Obligations have been paid in full. ARTICLE VII PROCEEDS; COLLECTION OF RECEIVABLES Lockboxes. Upon request of the Administrative Agent after the occurrence and during the continuance of a Default, each Grantor shall execute and deliver to the Administrative Agent irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Administrative Agent, which agreements shall be accompanied by an acknowledgment by the bank where the lockbox is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to a special collateral account at the Administrative Agent. Collection of Receivables.The Administrative Agent may at any time after the occurrence and during the continuance of a Default, by giving each Grantor written notice, elect to require that the Receivables be paid directly to the Administrative Agent for the benefit of the Secured Parties. In such event, each Grantor shall, and shall permit the Administrative Agent to, promptly notify the account debtors or obligors under the Receivables owned by such Grantor of the Administrative Agent's interest therein and direct such account debtors or obligors to make payment of all amounts then or thereafter due under such Receivables directly to the Administrative Agent. Upon receipt of any such notice from the Administrative Agent, each Grantor shall thereafter hold in trust for the Administrative Agent, on behalf of the Secured Parties, all amounts and proceeds received by it with respect to the Receivables and Other Collateral and immediately and at all times thereafter deliver to the Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. The Administrative Agent shall hold and apply funds so received as provided by the terms of Sections 7.3 and 7.4 hereof. Special Collateral Account. After the occurrence and during the continuance of an Event of Default, the Administrative Agent may require all cash proceeds of the Collateral to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. No Grantor shall have any control whatsoever over such cash collateral account. If no Default has occurred or is continuing, the Administrative Agent shall from time to time deposit the collected balances in such cash collateral account into the applicable Grantor's general operating account with the Administrative Agent. If any Default has occurred and is continuing, the Administrative Agent may (and shall, at the direction of the Required Lenders), from time to time, apply the collected balances in such cash collateral account to the payment of the Secured Obligations whether or not the Secured Obligations shall then be due. Application of Proceeds. The proceeds of the Collateral shall be applied by the Administrative Agent to payment of
the Secured Obligations as provided under Section 2.18 of the Credit Agreement. 







    


    


    

		ARTICLE VIII GENERAL PROVISIONS Notice of Disposition of Collateral; Condition of Collateral.To the fullest extent permitted by applicable law, each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Company, addressed as set forth in Article IX, at least ten (10) days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any other Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any other Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. Limitation on Administrative Agent's and other Secured Parties' Duty with Respect to the Collateral. The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each other Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent nor any other Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or such other Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against account debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact
other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or 







    


    


    

		credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent's exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2. Compromises and Collection of Collateral. Each Grantor and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if a Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Secured Party Performance of Grantor's Obligations. Without having any obligation to do so, after the occurrence and during the continuance of an Event of Default, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and such Grantor shall reimburse the Administrative Agent for any reasonable amounts paid by the Administrative Agent pursuant to this Section 8.4. Each Grantor's obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand. Authorization for Secured Party to Take Certain Action. Each Grantor irrevocably, until this Security Agreement is terminated, authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Collateral, (ii) to indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion reasonably deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Collateral,
(iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral owned by such Grantor and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Administrative Agent Control over such Securities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Article VII and (vii) to discharge 







    


    


    

		past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder or under any other Loan Document), and each Grantor agrees to reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative Agent in connection therewith, provided that this authorization shall not relieve any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement. Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1.5, 4.1.6, 4.4, 5.3, or 8.8 or in Article VII hereof will cause irreparable injury to the Administrative Agent and the Secured Parties, that the Administrative Agent and Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the Secured Parties to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.6 shall be specifically enforceable against the Grantors. Use and Possession of Certain Premises.Upon the occurrence and during the continuance of a Default, the Administrative Agent shall be entitled to occupy and use any premises owned or leased by the Grantors where any of the Collateral or any records relating to the Collateral are located until the Secured Obligations are paid or the Collateral is removed therefrom, whichever first occurs, without any obligation to pay any Grantor for such use and occupancy. Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1.5 hereof and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1.5 hereof) shall be binding upon the Administrative Agent or the Secured Parties unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction of the Required Lenders. Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor's assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that the Grantors shall not have the right to assign their rights or delegate their obligations under this Security Agreement or any interest herein, without the prior written consent of the Administrative Agent. No sales of participations, assignments, transfers, or other dispositions of any agreement governing
the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, hereunder. 







    


    


    

		Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement. Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable by a Federal or State authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. The Grantors shall reimburse the Administrative Agent for any and all reasonable out-of-pocket expenses and internal charges (including reasonable attorneys', auditors' and accountants' fees and reasonable time charges of attorneys, paralegals, auditors and accountants who may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors. Headings.The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement. Termination. This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) any and all commitments to extend credit under the Loan Documents have terminated, and the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations (other than Unliquidated Obligations) have been indefeasibly paid in cash and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or backup Letter of Credit has been delivered to the Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative Agent or the Secured Parties which would give rise to any Obligations are outstanding. Entire Agreement.This Security Agreement embodies the entire agreement and understanding between the Grantors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings among the Grantors and the Administrative Agent relating to the Collateral. Governing Law; Jurisdiction; Waiver of Jury Trial. TIDS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each Grantor agrees that a final judgment in any such 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. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to 







    


    


    

		bring any action or proceeding relating to this Security Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or any other Loan Document in any court referred to in Section 8.16.2. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Security Agreement irrevocably consents to service of process in the manner provided for notices in Article IX of this Security Agreement, and each of the Grantors hereby appoints the Company as its agent for service of process. Nothing in this Security Agreement or any other Loan Document will affect the right of any party to this Security Agreement to serve process in any other manner permitted by law. WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY 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 SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GRANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER GRANTOR HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER GRANTOR WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER GRANTORS HAVE BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Indemnity. Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Administrative Agent and the Secured Parties, and their respective successors, assigns, agents and employees (each, an "Indemnitee"), from and against any and all liabilities, damages, penalties, suits, costs, and expenses (but limited, in the case of legal fees and charges, to a single firm of counsel for all such Indemnitees, taken as a whole and, if relevant, of a single firm of local counsel in each applicable jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict notifies the Company of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if relevant, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)) of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent or any Secured Party is a party thereto) imposed on, incurred by or asserted against the Administrative Agent or the Secured Parties, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Security Agreement or any other Loan Document, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Administrative Agent or the Secured Parties or any Grantor, and any claim for patent, trademark or copyright infringement); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and 







    


    


    

		nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Company or any of its Subsidiaries against such Indemnitee for material breach of such Indemnitee's obligations under any Loan Document if the Company or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from any dispute solely among Indemnitees (not arising as a result of any act or omission by the Company or any of its Subsidiaries or Affiliates) other than claims against any of the Administrative Agent or the Secured Parties in its capacity or in fulfilling its role as the Administrative Agent or a Secured Party or any similar role under or in connection with this Security Agreement). Subordination of Intercompany Indebtedness.Each Grantor agrees that any and all claims of such Grantor against any other Grantor (each an "Obligor") with respect to any "Intercompany Indebtedness" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations, provided that, and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Secured Parties and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until this Security Agreement has terminated in accordance with Section 8.14. After the occurrence and during the continuance of an Event of Default, if all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an "Insolvency Event"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor ("Intercompany Indebtedness") shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the termination of this Security Agreement in accordance with Section 8.14, such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Secured Parties, in precisely the form received (except
for the endorsement or assignment of the Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Grantor as the property of the Secured Parties. If any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Grantor agrees that until the termination of this Security Agreement in accordance with Section 8.14, no Grantor will assign or transfer to any Person (other than the Administrative Agent or the Company or another Grantor) any claim any such Grantor has or may have against any Obligor. Severability. Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or 







    


    


    

		invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable. Counterparts.This Security Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Security Agreement. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to any document to be signed in connection with this Security Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. ARTICLE IX NOTICES Sending Notices.Any notice required or permitted to be given under this Security Agreement shall be sent (and deemed received) in the manner and to the addresses set forth in Section 9.01 of the Credit Agreement. Any notice delivered to the Company shall be deemed to have .been delivered to all of the Grantors. Change in Address for Notices. Each of the Grantors, the Administrative Agent and the Lenders may change the address for service of notice upon it by a notice in writing to the other parties. ARTICLEX THE ADMINISTRATIVE AGENT JPMorgan Chase Bank, N .A. has been appointed Administrative Agent for the Secured Parties hereunder pursuant to Article VIII of the Credit Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Administrative Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Administrative Agent pursuant to the Credit Agreement, and that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act) as such hereunder only on the express conditions contained in such Article VIII. Any successor Administrative Agent appointed pursuant to Article VIII of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder. [Signature Pages Follow] 







    


    


    

		 IN WITNESS WHEREOF, each of the Grantors and the Administrative Agent have executed this Security Agreement as of the date first above written. :?' Title: lV vP CLl} ti ( Fo TENNANT SALES AND SERVICE COMPANY, as a Granto By:..:>:""-£..._...;__ N.ame: fl;c,'Y'()?ttS /!. Jfwfl,.f/·€.... Title: Ti·:Y!..ll.S tll'V?f. Signature Page to Tennant Company Pledge and Security Agreement 







    


    


    

		JPMORGAN CHASE BANK, N .A., as Administrative Agent By:j I'\Jvt thV\ Name: Justin Martin Title: Authorized Officer Signature Page to Tennant Company Pledge and Security Agreement 














     


     


    

 


EXHIBIT I


 


[Reserved]


 









     


     


    

 






 


EXHIBIT J-1


 


[FORM OF]


 


U.S. TAX
COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are
Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of April 5, 2021 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Tennant Company (the “Company”), the Foreign Subsidiary
Borrowers from time to time party thereto (collectively with the Company, the “Borrowers”), the Lenders from time to
time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the
meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in
Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the
Borrowers and the Administrative Agent with a properly completed and currently effective certificate prior to the first payment to be
made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


By:
_________________________________________________________


Name:


Title:


 


Date: _______________, 20[__]


 






     


    


    

 


EXHIBIT J-2


 


[FORM oF]


 


U.S. TAX
COMPLIANCE CERTIFICATE


(For Foreign Participants That
Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of April 5, 2021 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Tennant Company (the “Company”), the Foreign Subsidiary
Borrowers from time to time party thereto (collectively with the Company, the “Borrowers”), the Lenders from time to
time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions of
Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation
in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii)
it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled
foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and
currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


By: _________________________________________________________


Name:

Title:


 


Date: _______________, 20[__]


 






     


    


    

 


EXHIBIT J-3


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That
Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of April 5, 2021 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Tennant Company (the “Company”), the Foreign Subsidiary
Borrowers from time to time party thereto (collectively with the Company, the “Borrowers”), the Lenders from time to
time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions of
Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect
of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation,
(iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending
credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section
871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by a withholding
statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial
owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate prior to the first payment to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


By: _________________________________________________________


Name:

Title:


 


Date: _______________, 20[__]


 






     


    


    

 


EXHIBIT J-4


 


[FORM OF]


 


U.S. TAX
COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of April 5, 2021 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Tennant Company (the “Company”), the Foreign Subsidiary
Borrowers from time to time party thereto (collectively with the Company, the “Borrowers”), the Lenders from time to
time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to
the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or
indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or
business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent
shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from
each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E
or (ii) an IRS Form W-8IMY accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E from
each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the
Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative
Agent with a properly completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either
of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


By: _________________________________________________________


Name:

Title:


 


Date: _______________, 20[__]


 






     


    


    

 


EXHIBIT K-1


 


FORM OF BORROWING REQUEST


 


JPMorgan
Chase Bank, N.A.,


as Administrative
Agent


for the Lenders
referred to below


 


10 South Dearborn

Chicago, Illinois 60603


Attention: Charitra Shetty


Facsimile: 844-490-56638


 


[JPMorgan Europe Limited


25 Bank Street


Canary Wharf


London E14 5AJ


Attention: The Manager, Loan & Agency Services


Facsimile: 011-44-207-777-2360]


 


Re: Tennant Company


 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby made
to the Amended and Restated Credit Agreement dated as of April 5, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Tennant Company (the “Company”), the
Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement. The [undersigned Borrower][Company, on behalf of [Foreign Subsidiary
Borrower],] hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement,
and in that connection the [undersigned Borrower][Company, on behalf of [Foreign Subsidiary Borrower],] specifies the following information
with respect to such Borrowing requested hereby:


 


 


 


		1.	Name of Borrower: __________



 


		2.	Aggregate principal amount of Borrowing:9 __________



 


		3.	Date of Borrowing (which shall be a Business Day): __________



 


		4.	Type of Borrowing (ABR or Eurocurrency) and Class of Borrowing (Revolving Borrowing or Delayed Draw Term
Loan Borrowing): __________



_____________________________


 


8 If request is in respect of Revolving
Loans in a Foreign Currency, please replace this address with the bracketed London address.


9 Not less than applicable amounts
specified in Section 2.02(c).


 






     


    


    

 


		5.	Interest Period and the last day thereof (if a Eurocurrency Borrowing):10 __________



 


		6.	Agreed Currency: __________



 


		7.	Location and number of the applicable Borrower’s account or any other account agreed upon by the
Administrative Agent and such Borrower to which proceeds of Borrowing are to be disbursed: __________



 


[Signature Page Follows]


________________________


 


10 Which must comply
with the definition of “Interest Period” and end not later than the Maturity Date.


 






    2 


    


    

 


The undersigned hereby represents
and warrants that the conditions to lending specified in Section[s] [4.01 and]1 4.02 of the Credit Agreement are satisfied
as of the date hereof.


 


	 	Very truly yours,
	 	 
	 	[Tennant COMPANY,
	 	as the Company]
	 	[FOREIGN SUBSIDIARY BORROWER,
	 	as a Borrower]
	 	  
	 	By:	            
	 	Name:
	 	Title:




____________________________


 


1 To be included
only for Borrowings on the Effective Date.


 






    


     


    

 



 


EXHIBIT K-2


 


FORM OF INTEREST ELECTION REQUEST


 


JPMorgan
Chase Bank, N.A.,


as Administrative
Agent


for the Lenders
referred to below


 


10 South Dearborn

Chicago, Illinois 60603


Attention: Charitra Shetty

Facsimile: 844-490-56631


 


[JPMorgan Europe Limited


25 Bank Street


Canary Wharf


London E14 5AJ


Attention: The Manager, Loan & Agency Services


Facsimile: 011-44-207-777-2360]


 


Re: Tennant Company


 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby made
to the Amended and Restated Credit Agreement dated as of April 5, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Tennant Company (the “Company”), the
Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement. The [undersigned Borrower][Company, on behalf of [Subsidiary Borrower],]
hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to [convert][continue] an existing Borrowing
under the Credit Agreement, and in that connection the [undersigned Borrower][Company, on behalf of [Foreign Subsidiary Borrower],] specifies
the following information with respect to such [conversion][continuation] requested hereby:


 


		1.	List Borrower, date, Type, principal amount, Agreed Currency
and Interest Period (if applicable) of existing Borrowing: __________



 


		2.	Aggregate principal amount of resulting Borrowing: __________



 


		3.	Effective date of interest election (which shall be a Business Day): __________



 





 






1
If request is in respect of Revolving Loans in a Foreign Currency, please replace this address with the bracketed London
address.


 






     


     


    

 





		4.	Type of Borrowing (ABR or Eurocurrency) and Class of Borrowing (Revolving Borrowing or Delayed Draw Term
Loan Borrowing): __________



 


		5.	Interest Period and the last day thereof (if a Eurocurrency Borrowing):2
__________



 


		6.	Agreed Currency: __________



 


[Signature Page Follows]


 










 






2 Which must comply with the
definition of “Interest Period” and end not later than the Maturity Date.


 






     


     


    

	 	 
	 	Very truly yours,
	 	 
	 	[Tennant COMPANY,
	 	as the Company]
	 	[FOREIGN SUBSIDIARY BORROWER,
	 	as a Borrower]
	 	 
	 	By:	                       
	 	Name:

Title:




 



     


     


    

 





EXHIBIT L


[FORM OF] [AMENDED AND RESTATED] NOTE


[_____], 20[_]


 


FOR VALUE RECEIVED, the undersigned,
[COMPANY][FOREIGN SUBSIDIARY BORROWER], a [___________] (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to
the order of [NAME OF LENDER] (the “Lender”) the aggregate unpaid Dollar
Amount of all Loans made by the Lender to the Borrower pursuant to the “Credit Agreement” (as defined below) on the Maturity
Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise
defined herein are as defined in the Credit Agreement.


 


The undersigned Borrower promises
to pay interest on the unpaid principal amount of each Loan made to it from the date of such Loan until such principal amount is paid
in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable
at such times and on such dates as set forth in the Credit Agreement.


 


At the time of each Loan, and
upon each payment or prepayment of principal of each Loan, the Lender shall make a notation either on the schedule attached hereto and
made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Loan, the respective Interest
Period thereof (in the case of Eurocurrency Loans) or the amount of principal paid or prepaid with respect to such Loan, as applicable;
provided that the failure of the Lender to make any such recordation or notation shall not affect the Obligations of the undersigned
Borrower hereunder or under the Credit Agreement.


 


This Note is one of the notes
referred to in, and is entitled to the benefits of, that certain Amended and Restated Credit Agreement dated as of April 5, 2021 by and
among Tennant Company (the “Company”), the Foreign Subsidiary Borrowers from time to time party thereto (collectively
with the Company, the “Borrowers”), the financial institutions from time to time party thereto as Lenders and JPMorgan
Chase Bank, N.A., as Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of Loans by the Lender
to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar Amount of such Lender’s
Commitment, the indebtedness of the Borrower resulting from each such Loan to it being evidenced by this Note, and (ii) contains provisions
for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior
to the maturity hereof upon the terms and conditions therein specified.


 


This
Note is secured by the Collateral Documents. Reference is hereby made to the Collateral Documents for a description of the collateral
thereby mortgaged, warranted, bargained, sold, released, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent
of the security for this Note, the rights of the holder of this Note, the Administrative Agent in respect of such security and otherwise.


 


Demand, presentment, protest
and notice of nonpayment and protest are hereby waived by the Borrower.


 






     


     


    

 


Whenever in this Note
reference is made to the Administrative Agent, the Lender or the Borrower, such reference shall be deemed to include, as applicable,
a reference to their respective successors and assigns. The provisions of this Note shall be binding upon and shall inure to the
benefit of said successors and assigns. The Borrower’s successors and assigns shall include, without limitation, a receiver,
trustee or debtor in possession of or for the Borrower.


 


This Note shall be construed
in accordance with and governed by the law of the State of New York.


 


[This
Note amends and restates that certain Note, dated as of [_______], issued to the Lender pursuant to the Existing Credit Agreement (the
 “Existing Note”), and is given as a continuation, rearrangement and extension, and not as a novation, release, payment
or satisfaction, of the Existing Note, and the issuance and delivery of this Note is in replacement of the Existing Note.]


 


 



    2


     


    




 





	 	[BORROWER]
	 	 
	 	By:	                                   
	 	Name:
	 	Title:





 


Note


 









     


     


    

 


SCHEDULE OF LOANS AND PAYMENTS OR PREPAYMENTS


 


	Date	Amount
    of Loan	Type
    of Loan Currency	Interest
    Period/Rate	Amount
    of

 Principal 

    Paid or 

    Prepaid	Unpaid
    

    Principal

    Balance	Notation
Made By
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






 






     


     


    

 


EXHIBIT M


 


[FORM OF] SOLVENCY CERTIFICATE


[______], 20[_]


 


This Solvency Certificate
is being executed and delivered to JPMorgan Chase Bank, N.A., as the administrative agent.


 


I, _____________________________
the chief financial officer of Tennant Company (the “Company”), solely in such capacity and not in an individual capacity,
hereby certify that I am the chief financial officer of the Company and that I am generally familiar with the businesses and assets of
the Company and its Subsidiaries (taken as a whole) and the Transactions (as defined in that certain Amended and Restated Credit Agreement,
dated as of April 5, 2021, by and among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the lenders from
time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”); defined terms
not otherwise defined herein shall have the meanings set forth in the Credit Agreement), I have made such other investigations and inquiries
as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the Company.


 


I further certify, solely
in my capacity as chief financial officer of the Company, and not in my individual capacity, as of the date hereof and after giving effect
to the Transactions that have been consummated on or before the date hereof and the incurrence of the indebtedness and obligations being
incurred in connection with the Credit Agreement and the Transactions that have been consummated on or before the date hereof, that, with
respect to the Company and its Subsidiaries on a consolidated basis, (a) the sum of the probable liability of the debts and other liabilities
(subordinated, contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, as such debts and liabilities become absolute
and matured, does not exceed the present fair saleable value of the assets of the Company and its Subsidiaries, taken as a whole; (b)
the capital of the Company and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Company
and its Subsidiaries, taken as a whole, contemplated on the date hereof and (c) the Company and its Subsidiaries, taken as a whole, have
not incurred, do not intend to incur or believe that they will incur, debts or other liabilities including current obligations beyond
their ability to pay such debt or other liabilities as they mature in the ordinary course of business. For the purposes hereof, the amount
of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether
such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).


 


[Remainder of page intentionally left blank]





 






     


     


    

 


IN WITNESS WHEREOF, I have
executed this Solvency Certificate on the date first written above.


 





	 	TENNANT
    COMPANY
	 	 
	 	By:	                 
	 	Name:
	 	Title: