Exhibit 10.1


 


EXECUTION COPY


 


U.S. $1,750,000,000


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of April 17, 2015


 


Among


 


CELGENE CORPORATION

 


as Borrower


 


and


 


THE INITIAL LENDERS NAMED HEREIN


 


as Initial Lenders


 


and


 


CITIBANK, N.A.


 


as Administrative Agent


 


and


 


JPMORGAN CHASE BANK, N.A. and MORGAN
STANLEY SENIOR FUNDING, INC.

 


as Syndication Agents


 


BANK OF AMERICA, N.A.

 


as Documentation Agent


 


and


 


CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN
SECURITIES LLC, MORGAN STANLEY SENIOR FUNDING, INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH 


INCORPORATED

 


as Joint Lead Arrangers
and Joint Book Runners


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	ARTICLE I	1
	 	 
	SECTION 1.01.  Certain Defined Terms	1
	 	 
	SECTION 1.02.  Computation of Time Periods	13
	 	 
	SECTION 1.03.  Accounting Terms	13
	 	 
	SECTION 1.04.  Terms Generally	14
	 	 
	ARTICLE II	14
	 	 
	SECTION 2.01.  The Advances	14
	 	 
	SECTION 2.02.  Making the Advances	14
	 	 
	SECTION 2.03.  Fees	15
	 	 
	SECTION 2.04.  Optional Termination or Reduction of the Commitments	15
	 	 
	SECTION 2.05.  Repayment of Advances	16
	 	 
	SECTION 2.06.  Interest on Advances	16
	 	 
	SECTION 2.07.  Interest Rate Determination	16
	 	 
	SECTION 2.08.  Optional Conversion of Advances	17
	 	 
	SECTION 2.09.  Prepayments of Advances	17
	 	 
	SECTION 2.10.  Increased Costs	18
	 	 
	SECTION 2.11.  Illegality	19
	 	 
	SECTION 2.12.  Payments and Computations	19
	 	 
	SECTION 2.13.  Taxes	20
	 	 
	SECTION 2.14.  Sharing of Payments, Etc.	22
	 	 
	SECTION 2.15.  Evidence of Debt	22
	 	 
	SECTION 2.16.  Use of Proceeds	23
	 	 
	SECTION 2.17.  Mitigation Obligations; Replacement of Lenders	23
	 	 
	SECTION 2.18.  Defaulting Lenders	24


 




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	SECTION 2.19.  Increase in the Aggregate Commitments	25
	 	 
	SECTION 2.20.  Extension of Termination Date	26
	 	 
	ARTICLE III	27
	 	 
	SECTION 3.01.  Conditions Precedent to Amendment and Restatement	27
	 	 
	SECTION 3.02.  Conditions Precedent to Each Borrowing.	28
	 	 
	SECTION 3.03.  Determinations Under Section 3.01	28
	 	 
	ARTICLE IV	29
	 	 
	SECTION 4.01.  Representations and Warranties of the Borrower	29
	 	 
	ARTICLE V	30
	 	 
	SECTION 5.01.  Affirmative Covenants	30
	 	 
	SECTION 5.02.  Negative Covenants	33
	 	 
	SECTION 5.03.  Financial Covenants	35
	 	 
	ARTICLE VI	35
	 	 
	SECTION 6.01.  Events of Default	35
	 	 
	ARTICLE VII	37
	 	 
	SECTION 7.01.  Appointment and Authority	37
	 	 
	SECTION 7.02.  Rights as a Lender	37
	 	 
	SECTION 7.03.  Exculpatory Provisions	37
	 	 
	SECTION 7.04.  Reliance by Agent	38
	 	 
	SECTION 7.05.  Delegation of Duties	38
	 	 
	SECTION 7.06.  Resignation of Agent	39
	 	 
	SECTION 7.07.  Non-Reliance on Agent and Other Lenders	39
	 	 
	SECTION 7.08.  No Other Duties, etc	39
	 	 
	ARTICLE VIII	40
	 	 
	SECTION 8.01.  Amendments, Etc.	40


 




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	SECTION 8.02.  Notices; Effectiveness; Electronic Communication.	40
	 	 
	SECTION 8.03.  No Waiver; Remedies	41
	 	 
	SECTION 8.04.  Costs and Expenses	41
	 	 
	SECTION 8.05.  Right of Set-off	43
	 	 
	SECTION 8.06.  Binding Effect	44
	 	 
	SECTION 8.07.  Assignments and Participations	44
	 	 
	SECTION 8.08.  Confidentiality	47
	 	 
	SECTION 8.09.  Governing Law	48
	 	 
	SECTION 8.10.  Execution in Counterparts	48
	 	 
	SECTION 8.11.  Jurisdiction, Etc.	48
	 	 
	SECTION 8.12.  Patriot Act Notice	49
	 	 
	SECTION 8.13.  No Fiduciary Duty; Other Relationships	49
	 	 
	SECTION 8.14.  Waiver of Jury Trial	50


 




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Schedules


 


Schedule I - Commitments


 


Schedule 5.02(a) - Existing Liens


 


Schedule 5.02(c) - Existing Subsidiary Debt


 


Exhibits


 


	Exhibit A	-	Form of Note
	 	 	 
	Exhibit B	-	Form of Notice of Borrowing
	 	 	 
	Exhibit C	-	Form of Assignment and Assumption


 




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SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of April 17, 2015


 


CELGENE CORPORATION, a Delaware
corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial
Lenders”) listed on the signature pages hereof, and CITIBANK, N.A. (“Citibank”), as administrative
agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:


 


PRELIMINARY STATEMENT.  The
Borrower, the lenders parties thereto and Citibank, as agent, are parties to an Amended and Restated Credit Agreement dated as
of April 18, 2013 (the “Existing Credit Agreement”).  Subject to the satisfaction of the conditions
set forth in Section 3.01, the Borrower, the parties hereto and Citibank, as Agent, desire to amend and restate the Existing Credit
Agreement as herein set forth.


 


ARTICLE I


 


DEFINITIONS AND ACCOUNTING TERMS


 


SECTION 1.01.  Certain
Defined Terms.  As used in this Agreement, the following terms shall have the following meanings (such meanings to
be equally applicable to both the singular and plural forms of the terms defined):


 


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


 


“Advance”
means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance
(each of which shall be a “Type” of Advance).


 


“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’s
Account” means the account of the Agent maintained by the Agent at Citibank at its office at 388 Greenwich Street, New
York, New York 10013, Account No. 36852248, Attention: Bank Loan Syndications.


 


“Anniversary
Date” has the meaning specified in Section 2.20(a).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates
from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt
Practices Act of 1977 and the UK Bribery Act 2010.


 


“Applicable
Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base
Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.


 




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“Applicable
Margin” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on
such date as set forth below:


 


	Public Debt Rating

S&P/Moody’s	Applicable Margin for

Base Rate Advances	Applicable Margin for

Eurodollar Rate Advances
	
        Level 1

        A+ / A1 or above
	
         

        0.000%
	
         

        0.750%

	
        Level 2

        A / A2
	
         

        0.000%
	
         

        0.875%

	
        Level 3

        A- / A3
	
         

        0.000%
	
         

        1.000%

	
        Level 4

        BBB+ / Baa1
	
         

        0.125%
	
         

        1.125%

	
        Level 5

        BBB / Baa2
	
         

        0.250%
	
         

        1.250%

	
        Level 6

        Lower than Level 5
	
         

        0.500%
	
         

        1.500%



 


“Applicable
Percentage” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect
on such date as set forth below:


 


	Public Debt Rating

S&P/Moody’s	Applicable

Percentage
	
        Level 1

        A+ / A1 or above
	
         

        0.060%

	
        Level 2

        A / A2
	
         

        0.070%

	
        Level 3

        A- / A3
	
         

        0.100%

	
        Level 4

        BBB+ / Baa1
	
         

        0.125%

	
        Level 5

        BBB / Baa2
	
         

        0.150%

	
        Level 6

        Lower than Level 5
	
         

        0.200%



 


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


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 8.07), and accepted by the Agent, in substantially the form of Exhibit C or any
other form approved by the Agent.


 


“Assuming
Lender” has the meaning specified in Section 2.19(d).


 


“Assumption
Agreement” has the meaning specified in Section 2.19(e)(i)(B).


 




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“Base
Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times
be equal to the highest of:


 


(a)        the rate
of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;


 


(b)        1/2 of one
percent per annum above the Federal Funds Rate; and


 


(c)        the ICE
Benchmark Administration Limited Settlement Rate (or the successor thereto if ICE Benchmark Administration Limited is no longer
making such rates available) applicable to U.S. dollars for a period of one month (“One Month LIBOR”) plus 1.00%
(for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01 Page (or other
commercially available source providing such quotations as designated by the Agent from time to time) at approximately 11:00 a.m.
London time on such day); provided that, if One Month LIBOR shall be less than zero, such rate shall be deemed zero for purposes
of this Agreement.


 


“Base
Rate Advance” means an Advance that bears interest as provided in Section 2.06(a)(i).


 


“Borrowing”
means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01.


 


“Business
Day” means a day of the year on which banks are not required or authorized by law to close in New York City and,
if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank
market.


 


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


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.


 


“Commitment”
means as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule I, (b) if such Lender has become
a Lender hereunder pursuant to an Assumption Agreement, the amount set forth in such Assumption Agreement or (c) if such Lender
has entered into an Assignment and Assumption, the amount set forth for such Lender in the Register maintained by the Agent pursuant
to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19.


 




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“Commitment
Date” has the meaning specified in Section 2.19(b).


 


“Commitment
Increase” has the meaning specified in Section 2.19(a).


 


“Consolidated”
refers to the consolidation of accounts in accordance with GAAP.


 


“Consolidated
Tangible Assets” means total assets minus intangible assets, in each case as determined in accordance with GAAP.


 


“Convert”,
“Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances
of the other Type pursuant to Section 2.07 or 2.08.


 


“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.


 


“Debt”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations
of such Person for the deferred purchase price of property or services (other than (x) trade payables incurred in the ordinary
course of such Person’s business and (y) to the extent accounted for as indebtedness in accordance with GAAP, milestone and
royalty payments that are (i) in each case, not overdue by more than 60 days or (ii) in the case of trade payables, being contested
in good faith and by proper proceedings and as to which appropriate reserves are being maintained), (c) all obligations of
such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created
or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance
with GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit, (g) all Debt of others referred to in clauses (a) through (f) above
or clause (h) below and other payment obligations (collectively, “Guaranteed Debt”) guaranteed directly
or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement
(1) to pay or purchase such Guaranteed Debt or to advance or supply funds for the payment or purchase of such Guaranteed Debt,
(2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose
of enabling the debtor to make payment of such Guaranteed Debt or to assure the holder of such Guaranteed Debt against loss, (3) to
supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective
of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and
(h) all Debt referred to in clauses (a) through (g) above (including Guaranteed Debt) secured by (or for which the
holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without
limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the
payment of such Debt.


 


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


 




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“Default”
means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given
or time elapse or both.


 


“Defaulting
Lender” means at any time, subject to Section 2.18(c), (i) any Lender that has failed for three or more Business Days
to comply with its obligations under this Agreement to make an Advance or make any other payment due hereunder (each, a “funding
obligation”), unless such Lender has notified the Agent and the Borrower in writing that such failure is the result of
such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent,
together with the applicable default, if any, will be specifically identified in such writing), (ii) any Lender that has notified
the Agent or the Borrower in writing, or has stated publicly, that it does not intend to comply with its funding obligations hereunder,
unless such writing or statement states that such position is based on such Lender’s determination that one or more conditions
precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically
identified in such writing or public statement), (iii) any Lender that has defaulted on its funding obligations under other loan
agreements or credit agreements generally under which it has commitments to extend credit or that has notified, or whose Parent
Company has notified, the Agent or the Borrower in writing, or has stated publicly, that it does not intend to comply with its
funding obligations under loan agreements or credit agreements generally, (iv) any Lender that has, for three or more Business
Days after written request of the Agent or the Borrower, failed to confirm in writing to the Agent and the Borrower that it will
comply with its prospective funding obligations hereunder (provided that such Lender will cease to be a Defaulting Lender pursuant
to this clause (iv) upon the Agent’s and the Borrower’s receipt of such written confirmation), or (v) any Lender with
respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company; provided
that a Lender Insolvency Event shall not be deemed to occur with respect to a Lender or its Parent Company solely as a result of
the acquisition or maintenance of an ownership interest in such Lender or Parent Company by a Governmental Authority or instrumentality
thereof where such action does not result in or provide such Lender with immunity from the jurisdiction of courts within the United
States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority
or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any
determination by the Agent that a Lender is a Defaulting Lender under any of clauses (i) through (v) above will be conclusive and
binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.18(c)) upon notification
of such determination by the Agent to the Borrower and the Lenders.


 


“Domestic
Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending
Office” in its Administrative Questionnaire delivered to the Agent, or such other office, branch or Affiliate of such Lender
as such Lender may from time to time specify to the Borrower and the Agent.


 


“EBITDA”
means, for any period, net income (or net loss) plus the sum of (a) interest expense, (b) income tax expense,
(c) depreciation expense (d) amortization expense, (e) extraordinary losses, (f) losses from discontinued operations,
(g) non-cash charges for increases in value of contingent consideration and (h) all other non-cash charges and non-cash losses
which do not represent a cash item in such period or any future period minus the sum of (i) non-cash gains which to not
represent a cash item in such period or any future period, (ii) extraordinary gains, (iii) non-cash gains for decreases in value
of contingent consideration and (iv) gains from discontinued operations, in each case determined in accordance with GAAP for
such period.


 




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“Effective
Date” has the meaning specified in Section 3.01.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) (subject
to such consents, if any, as may be required under Section 8.07(b)(iii)).


 


“Environmental
Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability
or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental
Law, Environmental Permit or Hazardous Materials or related to the foregoing and arising from alleged injury or threat of injury
to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement,
cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any
third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.


 


“Environmental
Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree
or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety
or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal,
release or discharge of Hazardous Materials.


 


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


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.


 


“ERISA
Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the Borrower’s controlled
group, or under common control with the Borrower, within the meaning of Section 414 of the Code.


 


“ERISA
Event” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with
respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements
of Section 4043(b) of ERISA are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,
and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur
with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a
Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2)
of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the
cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e)
of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which
it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a
lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (g) a determination that any Plan is
in “at risk” status (within the meaning of Section 303 of ERISA); or (h) the institution by the PBGC of proceedings
to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042
of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.


 




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“Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve
System, as in effect from time to time.


 


“Eurodollar
Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending
Office” in its Administrative Questionnaire delivered to the Agent, or such other office, branch or Affiliate of such Lender
as such Lender may from time to time specify to the Borrower and the Agent.


 


“Eurodollar
Rate” means, for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, an interest
rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum appearing on Reuters Screen LIBOR01 Page
(or any successor page) as the London interbank offered rate for deposits in U.S. dollars at approximately 11:00 A.M. (London time)
two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period by (b) a percentage
equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period; provided that, if the Eurodollar
Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Eurodollar
Rate Advance” means an Advance that bears interest as provided in Section 2.06(a)(ii).


 


“Eurodollar
Rate Reserve Percentage” for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing
means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued
from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate
on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.


 


“Events
of Default” has the meaning specified in Section 6.01.


 


“Excluded
Taxes” means, with respect to the Agent, any Lender or any other recipient of any payment to be made by or on account
of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated),
and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which
its Applicable Lending Office is located, (b) any branch profits taxes imposed by the United States, (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under Section 2.17(b)), any withholding tax that is imposed
by the United States on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates
a new Applicable Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result
of a Change in Law) to comply with Section 2.13(e), except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Applicable Lending Office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.13 and (d) with respect to any Lender or the Agent, any taxes
imposed under FATCA.


 




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“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 agreements entered into pursuant to Section 1471(b)(1) of the Code, any published intergovernmental agreement entered into
in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to such published intergovernmental agreements.


 


“Federal
Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations
for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it;
provided that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Foreign
Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States of America.  For
purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute
a single jurisdiction.


 


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


 


“GAAP”
has the meaning specified in Section 1.03.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank).


 


“Hazardous
Materials” means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing
materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified
or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.


 


“Increase
Date” has the meaning specified in Section 2.19(a).


 


“Increasing
Lender” has the meaning specified in Section 2.19(b).


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


“Information”
has the meaning specified in Section 8.08.


 




    	8



    	 



    

 


“Information
Memorandum” means the information memorandum dated March, 2015 used by the Agent in connection with the syndication of
the Commitments.


 


“Interest
Period” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date
of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance and ending
on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period
commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the
Borrower pursuant to the provisions below.  The duration of each such Interest Period shall be one, two, three or six
months, and subject to clause (c) of this definition, twelve months, as the Borrower may, upon notice received by the Agent not
later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period,
select; provided, however, that:


 


(a)        the Borrower
may not select any Interest Period that ends after the Termination Date;


 


(b)        Interest
Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration;


 


(c)        in the case
of any Borrowing, the Borrower shall not be entitled to select an Interest Period having duration of twelve months unless, by 2:00
P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, each Lender notifies the Agent
that such Lender will be providing funding for such Borrowing with such Interest Period (the failure of any Lender to so respond
by such time being deemed for all purposes of this Agreement as an objection by such Lender to the requested duration of such Interest
Period); provided that, if any or all of the Lenders object to the requested duration of such Interest Period, the duration of
the Interest Period for such Borrowing shall be one, two, three or six months, as specified by the Borrower in the applicable Notice
of Borrowing as the desired alternative to an Interest Period of twelve months;


 


(d)        whenever
the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would
cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day; and


 


(e)        whenever
the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding
day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such
Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.


 


“Invested
Amount” means the aggregate amount invested by investors that are not Affiliates of the Borrower in connection with any
receivables securitization program and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by
such investors from the payment of receivables and applied to reduce such invested amounts.


 




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“Lender
Insolvency Event” means that (a) a Lender or its Parent Company is generally unable to pay its debts as they become due,
or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors,
or is otherwise insolvent or (b) such Lender or its Parent Company has become the subject of a proceeding under any Debtor Relief
Law, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent
Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence
in any such proceeding or appointment.


 


“Lenders”
means the Initial Lenders, each Assuming Lender that shall become a party hereto pursuant to Section 2.19 or 2.20 and each Person
that shall become a party hereto pursuant to Section 8.07.


 


“Lien”
means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including,
without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance
on title to real property.


 


“Material
Adverse Change” means any material adverse change in the business, financial condition or operations of the Borrower
and its Subsidiaries taken as a whole.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, financial condition or operations of the Borrower
and its Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any Lender under this Agreement or any
Note or (c) the ability of the Borrower to perform its obligations under this Agreement or any Note.


 


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


 


“Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.


 


“Multiple
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained
for employees of the Borrower or any ERISA Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or
(b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4064
or 4069 of ERISA in the event such plan has been or were to be terminated.


 


“Non-Approving
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all
affected Lenders in accordance with the terms of Section 8.01 and (ii) has been approved by the Required Lenders.


 


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


 


“Non-Extending
Lender” has the meaning specified in Section 2.20(b).


 


“Note”
means a promissory note of the Borrower payable to the order of any Lender, delivered pursuant to a request made under Section 2.15
in substantially the form of Exhibit A


 




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hereto, evidencing the aggregate
indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender.


 


“Notice
of Borrowing” has the meaning specified in Section 2.02(a).


 


“Other
Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or under any Notes or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any Note.


 


“Parent
Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y),
if any, of such Lender, or if such Lender does not have a bank holding company, then any corporation, association, partnership
or other business entity owning, beneficially or of record, directly or indirectly, a majority of the Voting Stock of such Lender.


 


“Participant”
has the meaning specified in Section 8.07(d).


 


“Participation
Register” has the meaning specified in Section 8.07(d).


 


“Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, Pub. L. 107-56, signed into law October 26, 2001.


 


“PBGC”
means the Pension Benefit Guaranty Corporation (or any successor).


 


“Permitted
Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding
shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required
to be paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business and securing obligations
that (i) are not overdue for a period of more than 60 days or (ii) are being contested in good faith and by appropriate proceedings
and as to which appropriate reserves are being maintained; (c) pledges or deposits to secure obligations under workers’
compensation laws, unemployment insurance or other types of social security benefits or similar legislation or to secure public
or statutory obligations, the performance of trade contracts, bids, renders, sales, contracts (other than for the repayment of
borrowed money), appeal bonds, leases, government contracts or customs bonds and other similar obligations, in each case incurred
in the ordinary course of business, (d) easements, rights of way and other encumbrances on title to real property that do
not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its
present purposes; (e) financing statements with respect to a lessor's
rights in and to personal property leased to such Person in the ordinary course of such Person's business; and (f) Liens arising
solely by virtue of any statutory or common law provisions relating to (i) banker's liens, (ii) liens in favor of securities intermediaries
and (iii) rights of set off or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained
with depository institutions or securities intermediaries.


 


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


 


“Plan”
means a Single Employer Plan or a Multiple Employer Plan.


 




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“Public
Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s,
as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Borrower or, if any such
rating agency shall have issued more than one such rating, the lowest such rating issued by such rating agency.  For
purposes of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable
Margin and the Applicable Percentage shall be determined by reference to the available rating; (b) if neither S&P nor
Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in accordance
with Level 6 under the definition of “Applicable Margin” or “Applicable Percentage”,
as the case may be; (c) if the ratings established by S&P and Moody’s shall fall within different levels, the Applicable
Margin and the Applicable Percentage shall be based upon the higher rating unless the such ratings differ by two or more levels,
in which case the applicable level will be deemed to be one level above the lower of such levels; (d) if any rating established
by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced
publicly by the rating agency making such change; and (e) if S&P or Moody’s shall change the basis on which ratings
are established, each reference to the Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer
to the then equivalent rating by S&P or Moody’s, as the case may be.


 


“Register”
has the meaning specified in Section 8.07(c).


 


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


 


“Required
Lenders” means at any time Lenders owed at least a majority in interest of the then aggregate unpaid principal amount
of the Advances owing to Lenders, or, if no such principal amount is then outstanding, Lenders having at least a majority in interest
of the Commitments.  The Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at
any time.


 


“S&P”
means Standard & Poor’s, a division of McGraw-Hill Financial Inc.


 


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


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations
Security Council, the European Union or any European Union member state, (b) any Person operating (with physical local presence),
organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in
the foregoing clauses (a) or (b).


 


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


 




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“Single
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained
for employees of the Borrower or any ERISA Affiliate and no Person other than the Borrower and the ERISA Affiliates or (b) was
so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA
in the event such plan has been or were to be terminated.


 


“Subsidiary”
of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board
of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation
shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or
more of such Person’s other Subsidiaries.


 


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


 


“Termination
Date” means the earlier of (a) April 17, 2020, subject to the extension thereof pursuant to Section 2.20 and (b) the
date of termination in whole of the Commitments pursuant to Section 2.04 or 6.01; provided, however, that the
Termination Date of any Lender that is a Non-Extending Lender to any requested extension pursuant to Section 2.20 shall be the
Termination Date in effect immediately prior to the applicable Anniversary Date for all purposes of this Agreement; provided
further, however, that, in each case, if such date is not a Business Day, the Termination Date shall be the next
preceding Business Day.


 


“Voting
Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.


 


SECTION 1.02.  Computation
of Time Periods.  In this Agreement in the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until”
each mean “to but excluding”.


 


SECTION 1.03.  Accounting
Terms.  All accounting terms not specifically defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 5.01(i)
(“GAAP”).  If at any time any change in generally accepted accounting principles would affect the
computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Lenders shall so request,
the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in generally accepted accounting principles (subject to the approval of the Borrower and
the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance
with GAAP and (ii) the Borrower shall provide to the Agent and the Lenders, if necessary for the determination of compliance with
Section 5.03, a reconciliation between calculations of such ratio or requirement made before and after giving effect to such
change in generally accepted accounting principles.


 




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SECTION 1.04.  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.”
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, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein
to any Person shall be construed to include such Person’s successors and assigns, (c) 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, (d) 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, (e) any reference to any law or regulation
herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time,
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


 


ARTICLE II


 


AMOUNTS AND TERMS OF THE ADVANCES


 


SECTION 2.01.  The
Advances.  Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in U.S.
dollars to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date
in an aggregate amount not to exceed at any time outstanding such Lender’s Commitment.  Each Borrowing shall be
in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of
the same Type made on the same day by the Lenders ratably according to their respective Commitments.  Within the limits
of each Lender’s Commitment, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and reborrow
under this Section 2.01.


 


SECTION 2.02.  Making
the Advances.  (a) Each Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York
City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar
Rate Advances or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting
of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier.  Each
such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing,
or telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing,
(ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case
of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance.  Each Lender shall,
before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable
Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing.  After
the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent
will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02.


 


(b)        Anything in subsection (a)
above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate
amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances


 




    	14



    	 



    

 


shall then be suspended pursuant
to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than eight separate
Borrowings.


 


(c)        Each Notice of Borrowing
shall be irrevocable and binding on the Borrower.  In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense
incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such
Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender
to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not
made on such date.


 


(d)        Unless the Agent shall
have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such
Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the
Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance
upon such assumption, make available to the Borrower on such date a corresponding amount.  If and to the extent that
such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to
repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such
amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower,
the interest rate applicable at the time to Base Rate Advances and (ii) in the case of such Lender, the greater of the Federal
Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. If such Lender
shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part
of such Borrowing for purposes of this Agreement.


 


(e)        The obligations of
the Lenders hereunder to make Advances and to make payments pursuant to Section 8.04(c) are several and not joint.  The
failure of any Lender to make any Advance or to make any payment under Section 8.04(c) on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure
of any other Lender to so make its Advance or to make its payment under Section 8.04(c).


 


SECTION 2.03.  Fees.  (a)
Commitment Fee.  The Borrower agrees to pay to the Agent for the account of each Lender a commitment fee on the
aggregate amount of such Lender’s unused Commitment from the Effective Date in the case of each Initial Lender and from the
later of the Effective Date and the effective date specified in the Assumption Agreement or in the Assignment and Assumption pursuant
to which it became a Lender in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December,
commencing June 30, 2015, and on the Termination Date, provided that no Defaulting Lender shall be entitled to receive any
commitment fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay such
fee that otherwise would have been required to have been paid to that Defaulting Lender).


 


(b)        Agent’s Fees.  The
Borrower shall pay to the Agent for its own account such fees as may from time to time be agreed between the Borrower and the Agent.


 


SECTION 2.04.  Optional
Termination or Reduction of the Commitments.  The Borrower shall have the right, upon at least three Business Days’
notice to the Agent, to terminate in whole or permanently reduce ratably in part the unused portions of the respective Commitments
of the


 




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Lenders, provided
that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.


 


SECTION 2.05.  Repayment
of Advances.  The Borrower shall repay to the Agent for the ratable account of each Lender on the Termination Date
the aggregate principal amount of the Advances owing to such Lender and then outstanding.


 


SECTION 2.06.  Interest
on Advances.  (a) Scheduled Interest.  The Borrower shall pay interest on the unpaid principal amount
of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following
rates per annum:


 


(i)         Base
Rate Advances.  During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to
the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to
time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date
such Base Rate Advance shall be Converted or paid in full.


 


(ii)        Eurodollar
Rate Advances.  During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times
during each Interest Period for such Advance to the sum of (x) the Eurodollar Rate for such Interest Period for such Advance
plus (y) the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period
and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every
three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid
in full.


 


(b)        Default Interest.  Upon
the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the Required Lenders shall,
require the Borrower to pay interest (“Default Interest”) on (i) the unpaid principal amount of each Advance
owing to each Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii)
above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that
is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the
date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per
annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above, provided, however, that following
acceleration of the Advances pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously
required by the Agent.


 


SECTION 2.07.  Interest
Rate Determination.  (a) The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest
rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii).


 


(b)        If, with respect to
any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances
will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar
Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance,
and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until
the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.


 




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(c)        If the Borrower shall
fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained
in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower and the
Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base
Rate Advances.


 


(d)        On the date on which
the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment
or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances.


 


(e)        Upon the occurrence
and during the continuance of any Event of Default, (i) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make,
or to Convert Advances into, Eurodollar Rate Advances shall be suspended.


 


(f)         If Reuters Screen
LIBOR01 Page is unavailable,


 


(i)         the Agent
shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,


 


(ii)        with
respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance),
and


 


(iii)        the
obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended
until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.


 


SECTION 2.08.  Optional
Conversion of Advances.  The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M.
(New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions
of Sections 2.07 and 2.11, Convert all Advances of one Type comprising the same Borrowing into Advances of the other Type;
provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on
the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate
Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Advances
shall result in more separate Borrowings than permitted under Section 2.02(b).  Each such notice of a Conversion
shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted,
and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Advance.  Each
notice of Conversion shall be irrevocable and binding on the Borrower.


 


SECTION 2.09.  Prepayments
of Advances.  The Borrower may, upon notice at least three Business Days’ prior to the date of such prepayment,
in the case of Eurodollar Rate Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment, in
the case of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if
such notice is given the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing
in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided,
however, that (x) each partial prepayment shall be in an aggregate principal amount of $10,000,000 or an integral multiple
of


 




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$1,000,000 in excess thereof
and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(e).


 


SECTION 2.10.  Increased
Costs.  (a) Increased Costs Generally.  If any Change in Law shall:


 


(i)         impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected
in the Eurodollar Rate);


 


(ii)        subject
any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Advance made by it, or change
the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section
2.13 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or


 


(iii)       impose
on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Advances
made by such Lender;


 


and the result of any of
the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Eurodollar Rate
Advance or of maintaining its obligation to make any such Advance, or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will
pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction
suffered.


 


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


 


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


 


(d)        Delay in Requests.  Failure
or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this
Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim
compensation therefor (except that, if the Change in Law giving


 




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rise to such increased costs
or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive
effect thereof).


 


SECTION 2.11.  Illegality.  Notwithstanding
any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it
is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances
or to fund or maintain Eurodollar Rate Advances hereunder, (a) each Eurodollar Rate Advance will automatically, upon such demand,
Convert into a Base Rate Advance and (b) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances
into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances
causing such suspension no longer exist; provided, however, that before making any such demand, each Lender agrees
to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different
Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue
to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would
not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.


 


SECTION 2.12.  Payments
and Computations.  (a) The Borrower shall make each payment hereunder, irrespective of any right of counterclaim,
defense, recoupment or set-off and without condition, not later than 11:00 A.M. (New York City time) on the day when due in U.S.
dollars to the Agent at the Agent’s Account in same day funds.  The Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable
pursuant to Section 2.10, 2.13 or 8.04(e)) to the Lenders for the account of their respective Applicable Lending Offices,
and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this Agreement.  Upon any Assuming Lender
becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.19 or an extension of the Termination Date
pursuant to Section 2.20, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information
contained therein in the Register, from and after the applicable Increase Date or Anniversary Date, as the case may be, the Agent
shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby
to the Assuming Lender.  Upon its acceptance of an Assignment and Assumption and recording of the information contained
therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption,
the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves.


 


(b)        The Borrower hereby
authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note held
by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so
due.


 


(c)        All computations of
interest based on Citibank’s base rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or One Month LIBOR and of commitment
fees shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such interest or commitment fees are payable.  Each
determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.


 




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(d)        Whenever any payment
hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or
commitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on
or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next
preceding Business Day.


 


(e)        Unless the Agent shall
have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower
will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date
and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to
the amount then due such Lender.  If and to the extent the Borrower shall not have so made such payment in full to the
Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent,
at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank
compensation.


 


SECTION 2.13.  Taxes.  (a)
Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrower hereunder or
under any Note shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided
that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such
payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Agent or Lender, as the case may be, receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower
shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.


 


(b)        Payment of Other
Taxes by the Borrower.  Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(c)        Indemnification
by the Borrower.  The Borrower shall indemnify the Agent and each Lender, within 10 Business Days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this Section) paid by the Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate (which certificate
shall attach appropriate supporting documentation) as to the amount of such payment or liability delivered to the Borrower by a
Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.


 


(d)        Evidence of Payments.  As
soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority with respect to payments by or on account
of any obligation of the Borrower hereunder or under any Note, the Borrower shall deliver to the 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 Agent.


 




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(e)        Status of Lenders.  Any
Lender, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably
requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject
to backup withholding or information reporting requirements.


 


Each Foreign Lender shall
deliver to the Borrower and the 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 request of the Borrower
or the Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:


 


(i)         duly completed
copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States
of America is a party,


 


(ii)        duly
completed copies of Internal Revenue Service Form W-8ECI,


 


(iii)        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 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of
the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or
(C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies
of Internal Revenue Service Form W-8BEN, or


 


(iv)       any other
form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax
duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to
determine the withholding or deduction required to be made.


 


(f)         Treatment of Certain
Refunds.  If the Agent or a Lender determines that it has received a refund of any Taxes or Other Taxes as to which
it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section,
it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts
paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Borrower, upon the request of the Agent or such Lender, agrees
to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental
Authority.  Notwithstanding anything to the contrary in this paragraph (f), in no event will the Agent or any Lender
be required to pay any amount to the Company pursuant to this paragraph (f) the payment of which would place the Agent or such
Lender in a less favorable net after-Tax position than the Agent or such Lender would have been in if the indemnification payments
or additional amounts giving rise to such refund had never been paid.  This paragraph shall not be construed to require
the Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential)
to the Borrower or any other Person.


 


(g)        FATCA.  If
a payment made to a Lender or the Agent under this Agreement would be subject to United States federal withholding Tax imposed
by FATCA if such Lender or the Agent, as the case may be, 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 or the Agent, as the case
may be, shall deliver to the Borrower at the time or times prescribed by law and at such


 




    	21



    	 



    

 


time or times reasonably
requested by the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Code) and such additional documentation reasonably requested by the Borrower as may be necessary for the Borrower to comply
with its obligations under FATCA and to determine that such Lender or the Agent has complied with its obligations under FATCA or
to determine the amount to deduct and withhold from such payment.


 


For purposes of determining
withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Agent shall treat
(and the Lenders hereby authorize the Agent to treat) this amendment and restatement of the Existing Credit Agreement and the Advances
as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


SECTION 2.14.  Sharing
of Payments, Etc. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect
of any principal of or interest on any of its Advances or other obligations hereunder resulting in such Lender receiving payment
of a proportion of the aggregate amount of its Advances and accrued interest thereon or other such obligations greater than its
pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such
fact, and (b) purchase (for cash at face value) participations in the Advances and such other obligations of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing
them; 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 (x) any payment made by the Borrower pursuant to and in accordance with the
express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y)
any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any
assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall
apply).


 


The 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 the Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


SECTION 2.15.  Evidence
of Debt.  (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Borrower
agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Agent) to the effect that a Note is required
or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing
to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender a Note payable to the order of
such Lender in a principal amount up to the Commitment of such Lender.


 


(b)        The Register maintained
by the Agent pursuant to Section 8.07(c) shall include a control account, and a subsidiary account for each Lender, in which accounts
(taken together) shall be


 




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recorded (i) the date and
amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period
applicable thereto, (ii) the terms of each Assumption Agreement and each Assignment and Assumption delivered to and accepted by
it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iv) the amount of any sum received by the Agent from the Borrower hereunder and each Lender’s share thereof.


 


(c)        Entries made in good
faith by the Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to
subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to
become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts,
such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such
Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit
or otherwise affect the obligations of the Borrower under this Agreement.


 


SECTION 2.16.  Use
of Proceeds.  The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Borrower and its Subsidiaries.


 


SECTION 2.17.  Mitigation
Obligations; Replacement of Lenders.


 


(a)        Designation of
a Different Applicable Lending Office.  If any Lender requests compensation under Section 2.10, or requires the Borrower
to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, then
such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for
funding or booking its Advances 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 2.10 or 2.13 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 Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)        Replacement of
Lenders.  If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 and, in each case, such
Lender has declined or is unable to designate a different Applicable Lending Office in accordance with Section 2.17(a), or if any
Lender is a Defaulting Lender or a Non-Approving Lender, then the Borrower may, at its sole expense and effort and so long as no
Default is continuing, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents required by, Section 8.07), all of its interests, rights
and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that:


 


(i)         the Borrower
shall have paid to the Agent the assignment fee (if any) specified in Section 8.07;


 


(ii)        such
Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder (including any amounts under Section 8.04(e)) from the assignee (to the extent
of


 




    	23



    	 



    

 


such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts);


 


(iii)        in the
case of any such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant
to Section 2.13, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)       such
assignment does not conflict with applicable law; and


 


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


 


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


 


SECTION 2.18.  Defaulting
Lenders.  (a) If a Lender becomes, and during the period it remains, a Defaulting Lender, any amount paid by the
Borrower or otherwise received by the Agent for the account of a Defaulting Lender under this Agreement (whether on account of
principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but
will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(c)) the termination
of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Agent, to the fullest
extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment
of any amounts owing by such Defaulting Lender to the Agent under this Agreement, second to the payment of post-default
interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in
accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable
to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to
them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the
amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the
Non-Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the
Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction
may otherwise direct.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.18 shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto.


 


(b)        No Commitment of any
Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.18, performance
by the Borrower of its obligations shall not be excused or otherwise modified as a result of the operation of this Section 2.18.  The
rights and remedies against a Defaulting Lender under this Section 2.18 are in addition to any other rights and remedies which
the Borrower, the Agent or any Lender may have against such Defaulting Lender.


 


(c)        If the Borrower and
the Agent agree in writing in their reasonable determination that a Defaulting Lender should no longer be deemed to be a Defaulting
Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to
any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances
of the other Lenders or take such other actions as the Agent may determine to be


 




    	24



    	 



    

 


necessary to cause the Advances
to be funded and held on a pro rata basis by the Lenders in accordance with their Commitments, whereupon such Lender will cease
to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.


 


SECTION 2.19.  Increase
in the Aggregate Commitments.  (a) Request for Increase.  The Borrower may, at any time but in any
event not more than once in any calendar year prior to the Termination Date, by notice to the Agent, request that the aggregate
amount of the Commitment be increased by an amount of $10,000,000 or an integral multiple thereof (each a “Commitment
Increase”) to be effective as of a date that is at least 90 days prior to the Termination Date (the “Increase
Date”) as specified in the related notice to the Agent; provided, however that in no event shall the aggregate
amount of the Commitments at any time exceed $2,000,000,000.


 


(b)        Lender Election
to Increase.  The Agent shall promptly notify such Lenders and Eligible Assignees as are designated by the Borrower
of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment
Increase, (ii) the proposed Increase Date and (iii) the date by which such Lenders and Eligible Assignees wishing to participate
in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”).  Each
such Lender and Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing
Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount
by which it is willing to increase its Commitment or to establish its Commitment, as the case may be.  If such Lenders
and Eligible Assignees notify the Agent that they are willing to participate in the requested Commitment Increase with Commitments
in an aggregate amount that exceed the amount of the requested Commitment Increase, the requested Commitment Increase shall be
allocated among such Lenders and Eligible Assignees in such amounts as are agreed between the Borrower and the Agent.  Any
Lender that fails to respond on or before the Commitment Date shall be deemed to have declined to be an Increasing Lender.


 


(c)        Notification by
Agent.  Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by
which such Lenders and Eligible Assignees are willing to participate in the requested Commitment Increase; provided, however,
that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in
excess thereof.


 


(d)        Assuming Lenders.  On
each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance
with Section 2.19(b) (each such Eligible Assignee and each Eligible Assignee that shall become a party hereto in accordance with
Section 2.20, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and
the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the
amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date.


 


(e)        Conditions to Effectiveness
of Increase.  Notwithstanding the foregoing, any Commitment Increase pursuant to this Section shall not be effective
with respect to any Lender unless (i) the Agent shall have received on or before such Increase Date the following, each dated such
date:


 


(A)       (1) certified
copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the Commitment
Increase and the


 




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corresponding modifications to this
Agreement and (2) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory
to the Agent;


 


(B)       an assumption
agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption
Agreement”), duly executed by such Assuming Lender, the Agent and the Borrower; and


 


(C)       confirmation
from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent;
and


 


(ii) on the date of request
for a Commitment Increase and on the applicable Increase Date the following statements shall be true (and the giving of the request
for Commitment Increase shall constitute a representation and warranty by the Borrower that on the date of such request and on
such Increase Date such statements are true):


 


(A) no Default
shall have occurred and be continuing on such date and after giving effect to such Commitment Increase; and


 


(B) the representations
and warranties contained in this Agreement are true and correct on and as of such date of such Commitment Increase and after giving
effect to such Commitment Increase, as though made on and as of such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date).


 


On each Increase Date, upon fulfillment of the conditions set forth
in this Section 2.19(e), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower,
on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such
Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming
Lender on such date.  Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on
the Increase Date, to the extent applicable, purchase at par that portion of outstanding Advances of the other Lenders or take
such other actions as the Agent may determine to be necessary to cause the Advances to be held pro rata by the Lenders in accordance
with the Commitments.  


 


SECTION 2.20.  Extension
of Termination Date.  (a) Requests for Extension.  The Borrower may, by notice to the Agent not earlier
than 75 days and not later than 45 days prior to any anniversary of the Effective Date (the “Anniversary Date”),
but not more than twice, request that each Lender extend such Lender’s Termination Date for an additional one year from the
Termination Date then in effect with respect to such Lender.


 


(b)        Lender Elections
to Extend.  Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not earlier
than 30 days prior to the applicable Anniversary Date and not later than the date (the “Notice Date”) that is
20 days prior to such Anniversary Date, advise the Agent whether or not such Lender agrees to such extension (and each Lender that
determines not to so extend its Termination Date (a “Non Extending Lender”) shall notify the Agent of such fact
promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Agent
on or before the Notice Date shall be deemed to be a Non Extending Lender).  The election of any Lender to agree to such
extension shall not obligate any other Lender to so agree.


 


(c)        Notification by
Agent.  The Agent shall notify the Borrower of each Lender’s determination under this Section no later than
the date 15 days prior to the applicable Anniversary Date (or, if such date is not a Business Day, on the next preceding Business
Day).


 




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(d)        Additional Commitment
Lenders.  The Borrower shall have the right on or before the applicable Anniversary Date to replace each Non-Extending
Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (as an Assuming
Lender) with the approval of the Agent (which approval shall not be unreasonably withheld or delayed), each of which Assuming Lenders
shall have entered into an Assumption Agreement pursuant to which such Assuming Lender shall, effective as of the applicable Anniversary
Date, undertake a Commitment (and, if any such Assuming Lender is already a Lender, its Commitment shall be in addition to such
Lender’s Commitment hereunder on such date).


 


(e)        Minimum Extension
Requirement.  If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Termination
Date and the additional Commitments of the Assuming Lenders shall be more than 50% of the aggregate amount of the Commitments in
effect immediately prior to the applicable Anniversary Date, then, effective as of such Anniversary Date, the Termination Date
of each Extending Lender and of each Assuming Lender shall be extended to the date falling one year after the Termination Date
in effect for such Lenders (except that, if such date is not a Business Day, such Termination Date as so extended shall be the
next preceding Business Day) and each Assuming Lender shall thereupon become a “Lender” for all purposes of this Agreement.


 


(f)        Conditions to Effectiveness
of Extensions.  Notwithstanding the foregoing, the extension of the Termination Date pursuant to this Section shall
not be effective with respect to any Lender unless on the applicable Anniversary Date:


 


(x) no Default shall have
occurred and be continuing on such date after giving effect to such extension; and


 


(y) the representations and
warranties contained in this Agreement are true and correct on and as of such date of such extension after giving effect to such
extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made
as of a specific date, as of such specific date).


 


ARTICLE III


 


CONDITIONS TO EFFECTIVENESS AND LENDING


 


SECTION 3.01.  Conditions
Precedent to Amendment and Restatement.  This amendment and restatement of the Existing Credit Agreement shall become
effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have
been satisfied:


 


(a)        There
shall have occurred no Material Adverse Change since December 31, 2014.


 


(b)        The Borrower
shall have notified the Agent, on behalf of the Lenders, in writing as to the proposed Effective Date.


 


(c)        The Borrower
shall have paid all accrued fees and expenses then due and payable of the Agent and the Lenders (including the accrued fees and
expenses then due and payable of counsel to the Agent).


 


(d)        On the
Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate
signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:


 




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(i)        The representations
and warranties contained in Section 4.01 are correct on and as of the Effective Date, and


 


(ii)       No event
has occurred and is continuing that constitutes a Default.


 


(e)        The Agent
shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory
to the Agent and (except for the Notes) in sufficient copies for each Lender:


 


(i)        The Notes
to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.15.


 


(ii)       Certified
copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents
evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.


 


(iii)       A certificate
of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower
authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.


 


(iv)       A favorable
opinion of Proskauer Rose LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Agent.


 


(v)       A favorable
opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.


 


SECTION 3.02.  Conditions
Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject
to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following
statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the
proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such
statements are true):


 


(i)         the representations
and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e)
thereof and in subsection (f)(i) thereof) are correct in all material respects (other than representations and warranties
that are qualified by materiality, which shall be correct) on and as of such date, before and after giving effect to such Borrowing
and to the application of the proceeds therefrom, as though made on and as of such date (or, if any such representation or warranty
is expressly stated to have been made as of a specific date, as of such specific date), and


 


(ii)        no event
has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes
a Default;


 


and (b) the Agent shall have received such other approvals,
opinions or documents as any Lender through the Agent may reasonably request.


 


SECTION 3.03.  Determinations
Under Section 3.01.  For purposes of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required
thereunder to be


 




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consented to or approved
by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by
this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates
as the proposed Effective Date, specifying its objection thereto.  The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.


 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES


 


SECTION 4.01.  Representations
and Warranties of the Borrower.  The Borrower represents and warrants as follows:


 


(a)        The Borrower
is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(b)        The execution,
delivery and performance by the Borrower of this Agreement and the Notes to be delivered by it, and the consummation of the transactions
contemplated hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) the Borrower’s charter or by-laws, (ii) applicable law or (iii) any material contractual
restriction binding on or affecting the Borrower.


 


(c)        No authorization
or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or, other than as
would not reasonably be expected to have a Material Adverse Effect, any other third party, is required for the due execution, delivery
and performance by the Borrower of this Agreement or the Notes to be delivered by it.


 


(d)        This Agreement
has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the
Borrower.  This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with their respective terms, except to the extent such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights
generally and by equitable principles.


 


(e)        The Consolidated
balance sheet of the Borrower and its Subsidiaries as at December 31, 2014, and the related Consolidated statements of income
and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent
public accountants, copies of which have been furnished to each Lender, fairly present the Consolidated financial condition of
the Borrower and its Subsidiaries at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries
for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied.  Since
December 31, 2014, there has been no Material Adverse Change other than as disclosed in any periodic report filed prior to
the date hereof by the Borrower with the Securities and Exchange Commission.


 


(f)        There
is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or proceeding, including,
without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental
agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to


 




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affect the legality, validity or
enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.


 


(g)        The Borrower
is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used
to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.


 


(h)        The Borrower
is not an “investment company”, or a company “controlled” by an “investment company”, within
the meaning of the Investment Company Act of 1940, as amended.


 


(i)         No information,
exhibit or report furnished in writing by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation
and syndication of this Agreement (including in connection with the preparation of the Information Memorandum) or pursuant to the
terms of this Agreement contained any untrue statement of a material fact or omitted to state a material fact necessary to make
the statements made therein, taken as a whole, not misleading in light of the circumstances in which such statements were made.


 


(j)         The Borrower
has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower,
its Subsidiaries and their respective officers and to the knowledge of the Borrower its directors, employees and agents, are in
compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.  None of (i) the Borrower, any
Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, or
(ii) to the knowledge of the Borrower, any agent of the Borrower 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, use of proceeds
or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.


 


ARTICLE V


 


COVENANTS OF THE BORROWER


 


SECTION 5.01.  Affirmative
Covenants.  So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will:


 


(a)        Compliance
with Laws, Etc.  Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations
and orders, such compliance to include, without limitation, compliance with ERISA, Environmental Laws and the Patriot Act, except
in such instances in which the failure to comply therewith, in the aggregate, would not reasonably be expected to have a Material
Adverse Effect; and maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


(b)        Payment
of Taxes, Etc.  Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall
become delinquent, (i) all Taxes, assessments and governmental charges or levies imposed upon it or upon its property and
(ii) all lawful claims


 




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that, if unpaid, might by law become
a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required
to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and
becomes enforceable against its other creditors.


 


(c)        Maintenance
of Insurance.  Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates.


 


(d)        Preservation
of Corporate Existence, Etc.  Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain,
its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and
its Subsidiaries may consummate any merger, consolidation, sale, transfer or other transaction permitted under Section 5.02(b)
and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right
or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.


 


(e)        Visitation
Rights.  At any reasonable time and from time to time, during business hours and upon reasonable prior written notice,
permit the Agent or any of the Lenders or any agents or representatives thereof, not more than once per fiscal year at the expense
of the Borrower unless an Event of Default shall have occurred and be continuing, to examine and make copies of and abstracts from
the records and books of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the
affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their officers or directors and with their
independent certified public accountants.


 


(f)        Keeping
of Books.  Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary
in accordance with generally accepted accounting principles in effect from time to time.


 


(g)        Maintenance
of Properties, Etc.  Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its
properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.


 


(h)        Transactions
with Affiliates.  Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under
this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such
Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate.


 


(i)         Reporting
Requirements.  Furnish to the Agent on behalf of the Lenders:


 


(i)        as soon
as available and in any event within 5 days after the date on which the Borrower is required to file the quarterly report of the
Borrower on Form 10-Q with the Securities and Exchange Commission (after giving effect to any extension (not to exceed 10 Business
Days) of such due date that is obtained by the Borrower) or, if the


 




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Borrower ceases to be subject to such
filing requirements, within 5 days after the date on which such reports would have been due had the Borrower remained subject to
such requirements, for each of the first three quarters of each fiscal year of the Borrower, the Consolidated balance sheet of
the Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of the Borrower
and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter,
duly certified (subject to the absence of footnotes and year-end audit adjustments) by the chief financial officer of the Borrower
as having been prepared in accordance with generally accepted accounting principles (provided, that it is acknowledged and
agreed that the certification of the chief financial officer of the Borrower attached to the Borrower’s quarterly report
on Form 10-Q shall satisfy this certification requirement) and certificates of the chief financial officer of the Borrower as to
compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance
with Section 5.03;


 


(ii)        as soon
as available and in any event within 5 days after the date on which the Borrower is required to file the annual report of the Borrower
on Form 10-K with the Securities and Exchange Commission (after giving effect to any extension (not to exceed 15 Business Days)
of such due date that is obtained by the Borrower) or, if the Borrower ceases to be subject to such filing requirements, within
5 days after the date on which such reports would have been due had the Borrower remained subject to such requirements, for each
fiscal year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing the Consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and
cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the
Required Lenders by KPMG LLP or other independent public accountants acceptable to the Required Lenders and certificates of the
chief financial officer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail
the calculations necessary to demonstrate compliance with Section 5.03;


 


(iii)       as soon
as possible and in any event within five Business Days after becoming aware of the occurrence of each Default continuing on the
date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default and the
action that the Borrower has taken and proposes to take with respect thereto;


 


(iv)       promptly
after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securityholders, and copies of
all reports and registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission or
any national securities exchange;


 


(v)        promptly
after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting
the Borrower or any of its Subsidiaries of the type described in Section 4.01(f) and not otherwise disclosed in any periodic
report filed by the Borrower with the Securities and Exchange Commission; and


 


(vi)       such other
information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably
request.


 




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Documents required
to be delivered pursuant to Section 5.01(i)(i), (ii) or (iv) may be delivered electronically and if so delivered, shall be deemed
to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the website address listed in Section 8.02; or (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party
website or whether sponsored by the Agent); provided that the Borrower shall notify the Agent (by telecopier or electronic
mail) of the posting of any such documents or any such link.  The Agent shall have no obligation to request the delivery
or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.


 


SECTION 5.02.  Negative
Covenants.  So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will not:


 


(a)        Liens,
Etc.  Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with
respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign,
any right to receive income, other than:


 


(i)        Permitted
Liens,


 


(ii)       purchase
money Liens upon or in any real property or equipment acquired or held by the Borrower or any Subsidiary in the ordinary course
of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing
the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other
than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property)
or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however,
that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired,
and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being
extended, renewed or replaced,


 


(iii)       the Liens
existing on the Effective Date and described on Schedule 5.02(a) hereto,


 


(iv)       Liens on
property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the
Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger,
consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with
the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,


 


(v)       other Liens
securing Debt in an aggregate principal amount not to exceed at any time outstanding an amount equal to 10% of Consolidated Tangible
Assets of the Borrower and its Subsidiaries taken as a whole,


 




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(vi)       Liens arising
from judgments, decrees or attachments and Liens securing appeal bonds arising from judgments in an aggregate amount not to exceed
$100,000,000;


 


(vii)      Liens
and assignments of the right to receive income in respect of securitizations of accounts receivable in an Invested Amount not to
exceed $175,000,000 at any time outstanding; and


 


(viii)     the replacement,
extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject
thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor)
of the Debt secured thereby.


 


(b)        Mergers,
Etc.  Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person,
or permit any of its Subsidiaries to do so, except that any Subsidiary of the Borrower may merge or consolidate with or into, or
dispose of assets to, any other Subsidiary of the Borrower, and except that any Subsidiary of the Borrower may merge into or dispose
of assets to the Borrower and the Borrower may merge with any other Person so long as the Borrower is the surviving corporation
and the Borrower’s jurisdiction of organization is the United States or any political subdivision thereof, provided,
in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.


 


(c)        Subsidiary
Debt.  Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:


 


(i)        Debt owed
to the Borrower or to a wholly owned Subsidiary of the Borrower,


 


(ii)       Debt existing
on the Effective Date and described on Schedule 5.02(c) hereto (the “Existing Debt”), and any Debt extending
the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount
of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension,
refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection
with such extension, refunding or refinancing,


 


(iii)       Debt incurred
by any Subsidiary in respect of securitizations of accounts receivable in an Invested Amount not to exceed $175,000,000 at any
time outstanding,


 


(iv)       Debt in
an aggregate principal amount that, when aggregated (without duplication) with Debt permitted to be secured by Liens in accordance
with Section 5.02(a)(v), does not exceed at any time outstanding an amount equal to 10% of Consolidated Tangible Assets of the
Borrower and its Subsidiaries taken as a whole, and


 


(v)        indorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.


 


(d)        Change
in Nature of Business.  Make, or permit any of its Subsidiaries to make, any material change in the nature of its
business as carried on at the date hereof.


 




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(e)        Use
of Proceeds.  Request any Borrowing, nor use, or permit its Subsidiaries and its or their respective directors, officers,
employees and agents to use, the proceeds of any Borrowing (i) in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for
the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or
in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 


SECTION 5.03.  Financial
Covenants.  So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will:


 


(a)        Debt
to EBITDA Ratio.  Maintain, as of the end of each fiscal quarter, a ratio of Consolidated Debt as of such date to
Consolidated EBITDA for the period of four fiscal quarters then ended of the Borrower and its Subsidiaries of not greater than
3.0 to 1.0.


 


(b)        Interest
Coverage Ratio.  Maintain, as of the end of each fiscal quarter, a ratio of Consolidated EBITDA of the Borrower and
its Subsidiaries to interest payable on, and amortization of debt discount in respect of, all Debt, in each case for the period
of four fiscal quarters then ended, of not less than 3.5 to 1.0.


 


ARTICLE VI


 


EVENTS OF DEFAULT


 


SECTION 6.01.  Events
of Default.  If any of the following events (“Events of Default”) shall occur and be continuing:


 


(a)        The Borrower
shall fail to pay any principal of any Advance when the same becomes due and payable; or the Borrower shall fail to pay any interest
on any Advance or make any other payment of fees or other amounts payable under this Agreement or any Note within three Business
Days after the same becomes due and payable; or


 


(b)        Any representation
or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove
to have been incorrect in any material respect when made; or


 


(c)        (i) The
Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(d), (e) or (i), 5.02 or
5.03, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement
on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall
have been given to the Borrower by the Agent or any Lender; or


 


(d)        The Borrower
or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal
or net amount of at least $150,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary
(as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating
to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the
effect of such event or condition is to


 




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accelerate, or to permit the acceleration
of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem,
purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or


 


(e)        The Borrower
or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted
by or against the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment
of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case
of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed
for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial
part of its property) shall occur; or the Borrower or any of its Subsidiaries shall take any corporate action to authorize any
of the actions set forth above in this subsection (e); or


 


(f)        Judgments
or orders for the payment of money in excess of $150,000,000 in the aggregate shall be rendered against the Borrower or any of
its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order
or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order
shall not be an Event of Default under this Section 6.01(f) if, for so long as and to the extent that (i) the amount
of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering
payment thereof and (ii) such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified of,
and has not disputed the claim made for payment of, the amount of such judgment or order; or


 


(g)        (i) Any
Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3
of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of
the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of
all Voting Stock of the Borrower; or (ii) during any period of up to 24 consecutive months, commencing after the date of this
Agreement, individuals who at the beginning of such 24-month period were directors of the Borrower shall cease for any reason (other
than due to death, retirement or disability) to constitute a majority of the board of directors of the Borrower (except to the
extent that individuals who at the beginning of such 24-month period were replaced by individuals (x) elected by 66-2/3% of
the remaining members of the board of directors of the Borrower or (y) nominated for election by a majority of the remaining
members of the board of directors of the Borrower and thereafter elected as directors by the shareholders of the Borrower); or


 


(i)         The Borrower
or any of its ERISA Affiliates shall incur, or, in the reasonable opinion of the Required Lenders, shall be reasonably likely to
incur liability in excess of $150,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence
of any ERISA Event; (ii) the partial or complete withdrawal of the Borrower or any of its ERISA


 




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Affiliates from a Multiemployer Plan;
or (iii) the reorganization, insolvency or termination of a Multiemployer Plan or a determination has been made that a Multiemployer
Plan is in “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305
of ERISA;


 


then, and in any such event, the Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances
to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of
the Required Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under
this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and
be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically
be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.


 


ARTICLE VII


 


THE AGENT


 


SECTION 7.01.  Appointment
and Authority.  Each of the Lenders hereby irrevocably appoints Citibank to act on its behalf as the Agent hereunder
and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to
the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The
provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a
third-party beneficiary of any of such provisions.  It is understood and agreed that the use of the term “agent”
herein or in any Note (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of
market custom, and is intended to create or reflect only an administrative relationship between contracting parties.  


 


SECTION 7.02.  Rights
as a Lender.  The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as
a Lender as any other Lender and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder
in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, own securities of,
act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower
or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor
to the Lenders.


 


SECTION 7.03.  Exculpatory
Provisions.  (a) The Agent shall not have any duties or obligations except those expressly set forth herein, and
its duties hereunder shall be administrative in nature.  Without limiting the generality of the foregoing, the Agent:


 


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


 


(ii)       shall not
have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated


 




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


 


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


 


(b)        The Agent shall not
be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 8.01 and 6.01), or (ii) in the absence of its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction by final and nonappealable judgment.  The Agent shall be deemed not
to have knowledge of any Default unless and until notice describing such Default is given to the Agent in writing by the Borrower
or a Lender.


 


(c)        The 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 this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.


 


SECTION 7.04.  Reliance
by Agent.  The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person.  The Agent also may rely upon any statement made to it orally or by telephone and believed by it
to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance
with any condition hereunder to the making of an Advance, that by its terms must be fulfilled to the satisfaction of a Lender,
the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary
from such Lender prior to the making of such Advance.  The Agent may consult with legal counsel (who may be counsel for
the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts.  


 


SECTION 7.05.  Delegation
of Duties.  The Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through
any one or more sub-agents appointed by the Agent.  The Agent and any such sub-agent may perform any and all of its duties
and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent.  The Agent
shall not be responsible for the negligence or misconduct of any sub-agents except to the extent


 




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that a court of competent
jurisdiction determines in a final and non appealable judgment that the Agent acted with gross negligence or willful misconduct
in the selection of such sub-agents.  


 


SECTION 7.06.  Resignation
of Agent.  (a) The Agent may at any time give notice of its resignation to the Lenders and the Borrower.  Upon
receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint
a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the
United States that, in each case, is not a Defaulting Lender.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation
(or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the
retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications
set forth above.  Whether or not a successor has been appointed, such resignation shall become effective in accordance
with such notice on the Resignation Effective Date.


 


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


 


(c)        With effect from the
Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged
from its duties and obligations and (2) all payments, communications and determinations provided to be made by, to or through the
Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor
Agent as provided for above.  Upon the acceptance of a successor’s appointment as Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent, and
the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder.  The fees payable
by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor.  After the retiring or removed Agent’s resignation or removal hereunder, the provisions
of this Article and Section 8.04 shall continue in effect for the benefit of such retiring or removed 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 or removed
Agent was acting as Agent.  


 


SECTION 7.07.  Non-Reliance
on Agent and Other Lenders.  Each Lender acknowledges that it has, independently and without reliance upon the Agent
or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently
and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement or any related agreement or any document furnished hereunder or thereunder:


 


SECTION 7.08.  No
Other Duties, etc.  Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Syndication
Agent or Documentation Agents, if any, listed on the cover page hereof shall have any powers, duties or responsibilities under
this Agreement, except in its capacity, as applicable, as the Agent or a Lender hereunder.  


 




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ARTICLE VIII


 


MISCELLANEOUS


 


SECTION 8.01.  Amendments,
Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) waive
any of the conditions specified in Section 3.01, (ii) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action
hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by
each Lender directly affected thereby, do any of the following: (i) increase or extend the Commitments of such Lender, (ii) reduce
the principal of, or interest on, the Advances or any fees or other amounts payable hereunder or (iii) postpone any date fixed
for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder; and provided
further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders
required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note.


 


SECTION 8.02.  Notices;
Effectiveness; Electronic Communication. (a)        Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as provided in 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 facsimile as follows:


 


(i)         if to the
Borrower, to it at 300 Connell Drive, Berkeley Heights, New Jersey 07922, Attention of Patrick Moletteri, Assistant Treasurer (Facsimile
No. 908-219-0478; Telephone No. 908-219-0459);


 


(ii)        if to the
Agent, to Citibank at 1615 Brett Road, Building #3, New Castle, Delaware 19720, Attention of Bank Loan Syndications (Facsimile
No. 212-994-0961; Telephone No. 203-894-6070);


 


(iii)       if to
a Lender, to it at its address (or facsimile 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 communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


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


 




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electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.


 


Unless the 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.


 


(c)        Change of Address,
etc.  Any party hereto may change its address or facsimile number for notices and other communications hereunder
by notice to the other parties hereto.


 


(d)        Platform.


 


(i)        The Borrower
agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by
posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the
“Platform”).


 


(ii)       The Platform
is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy
of the Platform and expressly disclaim liability for errors or omissions in the Communications.  No warranty of any kind,
express, implied or statutory, including, without limitation, 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 the Platform.  In no event shall the Agent or any of its Related Parties (collectively, the
“Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of
any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether
in tort, contract or otherwise) arising out of the Borrower’s or the Agent’s transmission of communications through
the Platform.  “Communications” means, collectively, any notice, demand, communication, information,
document or other material that the Borrower provides to the Agent pursuant to this Agreement or the transactions contemplated
herein which is distributed to the Agent any Lender by means of electronic communications pursuant to this Section, including through
the Platform.


 


SECTION 8.03.  No
Waiver; Remedies.  No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any
right hereunder or under any Note shall not operate as a waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


 


SECTION 8.04.  Costs
and Expenses.  (a) Costs and Expenses.  The Borrower shall pay (i) all reasonable and documented
out-of-pocket expenses incurred by the Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements
of counsel for the Agent), the preparation, negotiation, execution, delivery and administration of this Agreement, or any amendments,


 




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modifications or waivers
of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii)
all documented out-of-pocket expenses incurred by the Agent, any Lender (including the fees, charges and disbursements of any counsel
for the Agent, any Lender in connection with the enforcement or protection of its rights (A) in connection with this Agreement,
including its rights under this Section, or (B) in connection with the Advances made hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Advances.


 


(b)        Indemnification
by the Borrower.  The Borrower shall indemnify the Agent (and any sub-agent thereof), 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 losses, claims, damages, liabilities and related expenses (including the reasonable and documented
fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee
by any Person (including the Borrower) other than such Indemnitee and its Related Parties arising out of, in connection with, or
as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries,
or any Environmental Action related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an
Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder, if the Borrower has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction.


 


(c)        Reimbursement by
Lenders.  To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph
(a) or (b) of this Section to be paid by it to the Agent (or any sub-agent thereof), or any Related Party of the Agent (and without
limiting its obligation to do so), each Lender severally agrees to pay to the Agent (or any such sub-agent) or such Related Party,
as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought based on each Lender’s ratable share of the Commitments at such time) of such unpaid amount (including
any such unpaid amount in respect of a claim asserted by such Lender); 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 Agent (or any such
sub-agent) in its capacity as such, or against any Related Party of the Agent acting for the Agent (or any such sub-agent), in
connection with such capacity.  The obligations of the Lenders under this paragraph (c) are subject to the provisions
of Section 2.02(e).  


 


(d)        Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable law, no party to this Agreement shall assert, and each
party to this Agreement hereby waives, any claim against any other party to this Agreement, 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 or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Advance, or the use of the proceeds thereof; provided that nothing in this clause (d) shall relieve the Borrower of any obligation
it may have to indemnify an


 




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Indemnitee against special,
indirect, consequential or punitive damages asserted against such Indemnitee by a third party.  No Indemnitee referred
to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the transactions contemplated hereby or thereby.


 


(e)        Funding Losses.  Upon
demand of any Lender from time to time, the Borrower shall promptly compensate each Lender for and hold such Lender harmless from
any loss, cost or expense incurred by it as a result of (i) any continuation, conversion, payment or prepayment of any Advance
other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise), (ii) any failure by the Borrower (for a reason other than the failure of such
Lender to make an Advance) to prepay, borrow, continue or convert any Advance other than a Base Rate Advance on the date or in
the amount notified by the Borrower or (iii) any assignment of a Eurodollar Rate Advance on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.18 (excluding any loss of anticipated profits,
but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance
or from fees payable to terminate the deposits from which such funds were obtained).  The Borrower shall also pay any
customary administrative fees charged by any Lender in connection with the foregoing.  For purposes of calculating amounts
payable by the Borrower to the Lenders under this Section 8.04(e), each Lender shall be deemed to have funded each Eurodollar
Rate Advance made by it at the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Advance was in fact
so funded.


 


(f)         Payments.  All
amounts due under this Section shall be payable promptly after demand therefor.


 


(g)        Survival.  Each
party’s obligations under this Section, and in Sections 2.10 and 2.13 shall survive the termination of this Agreement and
payment of the obligations hereunder.


 


SECTION 8.05.  Right
of Set-off.  If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held,
and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or
any Note to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under
this Agreement or any Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch,
office or Affiliate of such Lender 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 set off
shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.18 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
Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the 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
and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such
Lender or its Affiliates may have.  Each Lender agrees to notify the Borrower and the Agent promptly after any such setoff
and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.


 




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SECTION 8.06.  Binding
Effect.  (a)        Counterparts; Effectiveness.  This 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.  Except as provided in Section 3.01, this Agreement shall become effective
when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof that, when taken together,
bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery
of a manually executed counterpart of this Agreement.


 


(b)        Electronic Execution
of Assignments.  The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures 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 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.


 


SECTION 8.07.  Assignments
and Participations.  (a) Successors and Assigns Generally.  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, except
that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of the Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance
with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be
null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph
(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)        Assignments by
Lenders.  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it); provided any
such assignment shall be subject to the following conditions:


 


(i)         Minimum
Amounts.  


 


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


 


(B) in any case
not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Advances
outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances
of the assigning Lender subject to each such


 




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assignment (determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $15,000,000, unless each of the Agent
and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed).


 


(ii)        Proportionate
Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Advances or the Commitment assigned.


 


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


 


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


 


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


 


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


 


(v)        No
Assignment to Certain Persons.  No such assignment shall be made to (A) the Borrower or any of the Borrower’s
Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this clause (B).


 


(vi)       No
Assignment to Natural Persons.  No such assignment shall be made to a natural Person.  


 


(vii)      Certain
Additional Payments.  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder,
no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof
as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Advances previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each other Lender hereunder
(and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances


 




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in accordance with its Commitment.  Notwithstanding
the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective
under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed
to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


Subject to acceptance and
recording thereof by the Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.10 and
8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.  Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph 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 (d) of this Section.


 


(c)        Register.  The
Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States
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 Commitments of, and principal amounts of the Advances owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive
absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)        Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other
than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii)
the Borrower, the Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.  For the avoidance of doubt, each Lender shall be responsible for the indemnity
under Section 8.04(c) with respect to any payments made by such Lender to its Participant(s).


 


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 clause (b) of the first proviso of Section 8.01 that affects such Participant.  The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.10 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 agrees to be subject
to the provisions of


 




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Section 2.17 as if it were
an assignee under paragraph (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 8.05 as though it were a Lender; provided that such Participant agrees to be subject to
Section 2.14 as though it were a Lender.


 


Each Lender that sells a
participation, acting solely for this purpose as a nonfiduciary agent of the Borrower, shall 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 this Agreement (the “Participation Register”); provided that no
Lender shall have any obligation to disclose all or any portion of the Participation Register to any Person (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) 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(e) of the United States Treasury Regulations.  The
entries in the Participation Register shall be conclusive absent manifest error, and such Lender shall treat each person whose
name is recorded in the Participation Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary.


 


(e) Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any greater payment under Sections 2.10 and 2.13 than
the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.13 unless the Borrower
is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply
with Section 2.13(e) as though it were a Lender.


 


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


 


SECTION 8.08.  Confidentiality.  Each
of the Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential);
(b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related
Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection
with the exercise of any remedies hereunder or under any Note or any action or proceeding relating to this Agreement or any Note
or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same
as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative
or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments
hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the
transactions contemplated by this Agreement or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance
and monitoring of CUSIP numbers with respect to this Agreement; (h) with the consent of the Borrower; or (i) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to


 




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the Agent, any Lender or
any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.


 


For purposes of this Section,
“Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower
or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Agent
or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries; provided that,
in the case of information received from the Borrower or any of its Subsidiaries 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.


 


SECTION 8.09.  Governing
Law.  This Agreement and the Notes and any claims, controversy, dispute or cause of action (whether in contract or
tort or otherwise) based upon, arising out of or relating to this Agreement or any Note and the transactions contemplated hereby
and thereby shall be governed by, and construed in accordance with, the law of the State of New York.


 


SECTION 8.10.  Execution
in Counterparts.  This Agreement 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 agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 8.11.  Jurisdiction,
Etc. (a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding
of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Agent, any Lender
or any Related Party of the foregoing in any way relating to this Agreement or any Note or the transactions relating hereto or
thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District
Court for the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably
and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation
or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in
such federal court.  Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing
in this Agreement or in any Note shall affect any right that the Agent or any Lender or may otherwise have to bring any action
or proceeding relating to this Agreement or any Note against the Borrower or its properties in the courts of any jurisdiction.


 


(b)        Waiver of Venue.  The
Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now
or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any Note in
any court referred to in paragraph (a) of this Section.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.


 


(c)        Service of Process.  Each
party hereto irrevocably consents to service of process in the manner provided for notices in Section 8.02.  Nothing
in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.


 




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SECTION 8.12.  Patriot
Act Notice.  Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or
the Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.  The Borrower shall provide, to
the extent commercially reasonable, such information and take such actions as are reasonably requested by the Agent or any Lenders
in order to assist the Agent and the Lenders in maintaining compliance with the Patriot Act.


 


SECTION 8.13.  No
Fiduciary Duty; Other Relationships.  The Borrower acknowledges that the Lenders have no fiduciary relationship with,
or fiduciary duty to, the Borrower arising out of or in connection with this Agreement, and the relationship between each Lender
and the Borrower is solely that of creditor and debtor.  This Agreement does not create a joint venture among the parties
hereto.  No relationship created hereunder shall in any way affect the ability of the Agent and each Lender to enter
into or maintain business relationships with the Borrower or any Affiliate thereof beyond the relationships specifically contemplated
by this Agreement.  The Borrower acknowledges that the Agent and the Lenders and their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither
the Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates.


 




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SECTION 8.14.  Waiver
of Jury Trial.  Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement
or any Note or the transactions contemplated hereby (whether based on contract, tort or any other theory).  Each party
hereto (a) certifies that no representative, agent or attorney of any other Person has represented, expressly or otherwise, that
such other Person would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and
the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications
in this section.


 


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


 


	 	CELGENE CORPORATION
	 	 
	 	By	/s/ Jonathan Biller
	 	 	Name:  Jonathan Biller
	 	 	Title:  SVP, Tax and Treasurer
	 	 
	 	CITIBANK, N.A.,
	 	 	as Agent
	 	 	 
	 	By	/s/ Richard Rivera
	 	 	Name:  Richard Rivera
	 	 	Title:  Vice President


 


Initial Lenders


 


	 	CITIBANK, N.A.
	 	 
	 	By	/s/ Richard Rivera
	 	 	Name:  Richard Rivera
	 	 	Title:  Vice President
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By	/s/ Amy Ukena
	 	 	Name:  Amy Ukena
	 	 	Title:  Vice President
	 	 
	 	MORGAN STANLEY BANK, N.A.
	 	 
	 	By	/s/ Michael King
	 	 	Name:  Michael King
	 	 	Title:  Authorized Signatory


 




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	 	BANK OF AMERICA, N.A.
	 	 
	 	By	/s/ Robert LaPorte
	 	 	Name:  Robert LaPorte
	 	 	Title:  Director
	 	 
	 	BARCLAYS BANK PLC
	 	 
	 	By	/s/ Christopher Lee
	 	 	Name:  Christopher Lee
	 	 	Title:  Vice President
	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	 	 
	 	By	/s/ Christopher Day
	 	 	Name:  Christopher Day
	 	 	Title:  Authorized Signatory
	 	 	 
	 	By	/s/ Remy Riester
	 	 	Name:  Remy Riester
	 	 	Title:  Authorized Signatory
	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 
	 	By	/s/ John S. McGill
	 	 	Name:  John S. McGill
	 	 	Title:  Director
	 	 	 
	 	By	/s/ Heidi Sandquist
	 	 	Name:  Heidi Sandquist
	 	 	Title:  Director
	 	 
	 	GOLDMAN SACHS BANK USA
	 	 
	 	By	/s/ Rebecca Kratz
	 	 	Name:  Rebecca Kratz
	 	 	Title:  Authorized Signatory


 




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	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 
	 	By	/s/ Elizabeth R. Peck
	 	 	Name:  Elizabeth R. Peck
	 	 	Title:  Senior Vice President
	 	 
	 	STANDARD CHARTERED BANK
	 	 
	 	By	/s/ Felipe Macia
	 	 	Name:  Felipe Macia A2789
	 	 	Title:  Managing Director
	 	 	  Syndications, Americas
	 	 	 
	 	By	/s/ Hsing H. Huang
	 	 	Name:  Hsing H. Huang
	 	 	Title:  Associate Director
	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	 	 
	 	By	/s/ Jaime Johnson
	 	 	Name:  Jaime Johnson
	 	 	Title:  VP
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By	/s/ Amishi Patel
	 	 	Name:  Amishi Patel
	 	 	Title:  VP
	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION
	 	 
	 	By	/s/ Joseph M. Schnorr
	 	 	Name:  Joseph M. Schnorr
	 	 	Title:  Senior Vice President


 




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SCHEDULE I


CELGENE CORPORATION


COMMITMENTS


 


	Name of Initial Lender	Commitment
	Citibank, N.A.	$156,000,000
	JPMorgan Chase Bank, N.A.	$156,000,000
	Morgan Stanley Bank, N.A.	$156,000,000
	Bank of America, N.A.	$156,000,000
	Barclays Bank PLC	$134,000,000
	Credit Suisse AG, Cayman Islands Branch	$134,000,000
	Deutsche Bank AG New York Branch	$134,000,000
	Goldman Sachs Bank USA	$134,000,000
	HSBC Bank USA, National Association	$134,000,000
	Standard Chartered Bank	$134,000,000
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$134,000,000
	PNC Bank, National Association	$94,000,000
	U.S. Bank, National Association	$94,000,000
	 	 
	Total:	$1,750,000,000


 




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Schedule 5.02(a)


 


Existing Liens


 


		1.	Liens on deposits in the escrow accounts created in the ordinary course of business in an aggregate amount outstanding of $242,839.66.



 




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Schedule 5.02(c)


 


Existing Subsidiary Debt


 


		1.	See Schedule 5.02(a)



 


		2.	Indebtedness in the amount of $ 8,542,384.97 representing the deferred purchase price portion of the consideration under the
Asset Purchase Agreement, dated as of December 8, 2006, among Seigfried Ltd., Siegfried Dienste AG, and Celgene Chemicals Sàrl,
and related Guaranty by Celgene International



 


		3.	$3,590,054.68 of trade payables that are past due for greater than 60 days



 


		4.	Letters of credit, bank guarantees, indemnity obligations and other obligations, incurred in the ordinary course of business,
as follows:



 


	Domestic Letters of Credit	10,227,878.67
	International Bank Guarantees/Letters of Credit	 101,800,704.17 
	TOTAL	112,028,582.84


 




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EXHIBIT A - FORM OF


PROMISSORY NOTE


 


	U.S.$_______________	Dated:  April [__], 2015


 


FOR VALUE RECEIVED, the undersigned,
Celgene Corporation, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of __________
(the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in
the Credit Agreement referred to below) the unpaid principal sum of U.S.$[amount of the Lender’s Commitment in figures] or,
if less, the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Second Amended and Restated
Credit Agreement dated as of April 17, 2015 among the Borrower, the Lender and certain other lenders parties thereto, and Citibank,
N.A. as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”;
the terms defined therein being used herein as therein defined) outstanding on the Termination Date.


 


The Borrower promises to
pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in
full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.


 


Both principal and interest
are payable in lawful money of the United States of America to Citibank, as Agent, at 388 Greenwich Street, New York, New York
10013, in same day funds.  Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all
payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the
grid attached hereto which is part of this Promissory Note.


 


This Promissory Note is one
of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement.  The Credit Agreement, among other
things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not
to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from
each such Advance being evidenced by this Promissory Note and (ii) contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.  


 


	 	CELGENE CORPORATION
	 	 
	 	By	 
	 	 	Title:


 




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ADVANCES AND PAYMENTS OF PRINCIPAL


 


	Date	Amount of

Advance	Amount of

Principal Paid

or Prepaid	Unpaid Principal

Balance	Notation

Made By
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




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EXHIBIT B - FORM OF NOTICE OF


BORROWING


 


Citibank, N.A., as Agent


  for the Lenders parties


  to the Credit Agreement


  referred to below


  1615 Brett Road, Building
#3


  New Castle, Delaware 19720


 


[Date]


 


Attention: Bank Loan Syndications
Department


 


Ladies and Gentlemen:


 


The undersigned, Celgene
Corporation, refers to the Second Amended and Restated Credit Agreement, dated as of April 17, 2015 (as amended or modified from
time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among
the undersigned, certain Lenders parties thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably,
pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement,
and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”)
as required by Section 2.02(a) of the Credit Agreement:


 


(i)         The Business
Day of the Proposed Borrowing is __________, 201_.


 


(ii)        The Type
of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].


 


(iii)       The
aggregate amount of the Proposed Borrowing is $__________.


 


[(iv)      The
initial Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is _____ month[s].]


 


The undersigned hereby certifies
that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:


 


(A)       the representations
and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence
of subsection (e) thereof and in subsection (f)(i) thereof) are correct in all material respects (other than representations
and warranties that are qualified by materiality, which shall be correct) before and after giving effect to the Proposed Borrowing
and to the application of the proceeds therefrom, as though made on and as of such date (or, if any such representation or warranty
is expressly stated to have been made as of a specific date, as of such specific date); and


 




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(B)        no event
has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom,
that constitutes a Default.


 


	 	Very truly yours,
	 	 
	 	CELGENE CORPORATION
	 	 
	 	By	 
	 	 	Title:.


 




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CUSIP Number:___________________


EXHIBIT C - FORM OF


ASSIGNMENT AND ASSUMPTION


 


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 [the][each]11 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]12
Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that
the rights and obligations of [the Assignors][the Assignees]13 hereunder are several and not joint.]14 Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the
“Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee.  The
Standard Terms and Conditions set forth in Annex 1 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][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard
Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of
[the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities
as Lenders] 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][the
respective Assignors] under the Credit Agreement, 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)][the respective Assignors (in their
respective capacities as Lenders)] 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, but not limited to, 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 by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii)
above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and
assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by [the][any] Assignor.  


 


	1.	Assignor[s]:	______________________________	 


 

_________________

 

11 For bracketed language
here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed
language.  If the assignment is from multiple Assignors, choose the second bracketed language.


 


12 For bracketed language
here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed
language.  If the assignment is to multiple Assignees, choose the second bracketed language.


 


13 Select as appropriate.


 


14 Include bracketed
language if there are either multiple Assignors or multiple Assignees.

 




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	 	 	______________________________
	 	[Assignor [is] [is not] a Defaulting Lender]
	 	 	 
	2.	Assignee[s]:	______________________________
	 	 	 
	 	 	______________________________
	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]
	 	 	 
	3.	Borrower:	Celgene Corporation, a Delaware corporation
	 	 	 
	4.	Agent:    Citibank, N.A., as the Agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The $1,750,000,000 Second Amended and Restated Credit Agreement dated as of April 17, 2015 among Celgene Corporation, the Lenders parties thereto, Citibank, N.A., as Agent, and the other agents parties thereto
	 	 	 
	6.	 Assigned Interest[s]:	 


 


	Assignor[s]15	Assignee[s]16	Aggregate Amount

of Commitment/

Advances for all

Lenders18	Amount of

Commitment/

Advances

Assigned8	Percentage

Assigned of

Commitment/

Advances 19	CUSIP

Number
	 	 	$	$	%	 
	 	 	$	$	%	 
	 	 	$	$	%	 


 


	[7.	Trade Date:	______________]20


 


[Page break]


 

_________________

 

15 List each Assignor,
as appropriate.


 


16 List each Assignee,
as appropriate.


 


18 Amount to be adjusted
by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.


 


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


 


20 To be completed
if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

 




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


 


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


 


	 	ASSIGNOR[S]21
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	  Title:
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	  Title:
	 	 
	 	ASSIGNEE[S]22
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	  Title:
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	  Title:


 


[Consented to and]23 Accepted:


 


	CITIBANK, N.A., as 
	  Agent
	 
	By:	 
	  Title:


 


[Consented to:]24


 

_________________

 

21 Add additional signature
blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


 


22 Add additional signature
blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


 


23 To be added only
if the consent of the Agent is required by the terms of the Credit Agreement.



 




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	[NAME OF RELEVANT PARTY]
	 
	By: 	 
	  Title:  


 

_________________

 

24 To be added only
if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit
Agreement.  

 




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ANNEX 1


 


Celgene Corporation


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.         Representations and Warranties.  


 


1.1        Assignor[s].  [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (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 (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of the Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of the Credit Agreement, or (iv) the performance or observance by the Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.


 


1.2.       Assignee[s].  [The][Each]
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 meets all the requirements to be an assignee under Section __(b)(iii), (v) and (vi) of the Credit Agreement
(subject to such consents, if any, as may be required under Section __(b)(iii) of the Credit Agreement), (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][the
relevant] 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements
delivered pursuant to Section ___ thereof, as applicable, and such other documents and information as it deems appropriate to make
its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest,
(vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, and (vii) 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][such] Assignee;
and (b) agrees that (i) it will, independently and without reliance on the Agent, [the][any] Assignor 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, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Credit Agreement are required to be performed by it as a Lender.


 


2.         Payments.  From
and after the Effective Date, the Agent shall make all payments in respect of [the][each] Assigned Interest (including payments
of principal, interest, fees and other


 




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amounts) to [the][the relevant] Assignee whether
such amounts have accrued prior to, on or after the Effective Date.  The Assignor[s] and the Assignee[s] shall make all
appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.  Notwithstanding the foregoing, the Agent shall make all payments of interest,
fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.


 


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.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy
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.


 




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