Exhibit 10.1


 


EXECUTION VERSION







 


 


 


 


 


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT



dated as of





September 13, 2019



among





MYR GROUP INC.





The Lenders Party Hereto





Bank of Montreal and Wells Fargo Bank, National
Association

as Co-Documentation Agents





BANK OF AMERICA, N.A.

as Syndication Agent



and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



___________________________



JPMORGAN CHASE BANK, N.A.


 


and


 


BOFA SECURITIES, INC.

as Joint Bookrunners and Joint Lead Arrangers


 




 


 






     


     


    

 


TABLE OF CONTENTS


 





	 	Page
	ARTICLE I	 
	 	 
	Definitions	1
	 	 
	SECTION 1.01.  Defined Terms	1
	 	 
	SECTION 1.02.  Classification of Loans and Borrowings	28
	 	 
	SECTION 1.03.  Terms Generally	28
	 	 
	SECTION 1.04.  Accounting Terms; GAAP; Pro Forma Calculations	28
	 	 
	SECTION 1.05.  Status of Obligations	29
	 	 
	SECTION 1.06.  Amendment and Restatement of Existing Credit Agreement	29
	 	 
	SECTION 1.07.  Interest Rates; LIBOR Notification	30
	 	 
	SECTION 1.08.  Letter of Credit Amounts	30
	 	 
	SECTION 1.09.  Divisions	30
	 	 
	ARTICLE II	 
	 	 
	The Credits	31
	 	 
	SECTION 2.01.  Commitments	31
	 	 
	SECTION 2.02.  Loans and Borrowings	31
	 	 
	SECTION 2.03.  Requests for Revolving Borrowings	32
	 	 
	SECTION 2.04.  Expansion Options	33
	 	 
	SECTION 2.05.  Determination of Dollar Amounts	34
	 	 
	SECTION 2.06.  Letters of Credit	34
	 	 
	SECTION 2.07.  Funding of Borrowings	40
	 	 
	SECTION 2.08.  Interest Elections	40
	 	 
	SECTION 2.09.  Termination and Reduction of Commitments	41
	 	 
	SECTION 2.10.  Repayment of Loans; Evidence of Debt	42



 






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	SECTION 2.11.  Prepayment of Loans	43
	 	 
	SECTION 2.12.  Fees	43
	 	 
	SECTION 2.13.  Interest	44
	 	 
	SECTION 2.14.  Alternate Rate of Interest	45
	 	 
	SECTION 2.15.  Increased Costs	47
	 	 
	SECTION 2.16.  Break Funding Payments	48
	 	 
	SECTION 2.17.  Taxes	48
	 	 
	SECTION 2.18.  Payments Generally; Allocation of Proceeds; Sharing of Set-offs	51
	 	 
	SECTION 2.19.  Mitigation Obligations; Replacement of Lenders	53
	 	 
	SECTION 2.20.  Defaulting Lenders	54
	 	 
	SECTION 2.21.  Judgment Currency	56
	 	 
	ARTICLE III	 
	 	 
	Representations and Warranties	57
	 	 
	SECTION 3.01.  Organization; Powers	57
	 	 
	SECTION 3.02.  Authorization; Enforceability	57
	 	 
	SECTION 3.03.  Governmental Approvals; No Conflicts	57
	 	 
	SECTION 3.04.  Financial Condition; No Material Adverse Change	57
	 	 
	SECTION 3.05.  Properties	57
	 	 
	SECTION 3.06.  Litigation and Environmental Matters	58
	 	 
	SECTION 3.07.  Compliance with Laws and Agreements	58
	 	 
	SECTION 3.08.  Investment Company Status	58
	 	 
	SECTION 3.09.  Taxes	58
	 	 
	SECTION 3.10.  ERISA	58
	 	 
	SECTION 3.11.  Disclosure	58
	 	 
	SECTION 3.12.  Solvency	59
	 	 
	SECTION 3.13.  Insurance	59



 






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	SECTION 3.14.  Capitalization and Subsidiaries	59
	 	 
	SECTION 3.15.  Security Interest in Collateral	59
	 	 
	SECTION 3.16.  Labor Disputes	60
	 	 
	SECTION 3.17.  No Default	60
	 	 
	SECTION 3.18.  Anti-Corruption Laws and Sanctions	60
	 	 
	SECTION 3.19.  EEA Financial Institutions	60
	 	 
	SECTION 3.20.  Plan Assets; Prohibited Transactions	60
	 	 
	SECTION 3.21.  Covered Entity	60
	 	 
	ARTICLE IV	 
	 	 
	Conditions	60
	 	 
	SECTION 4.01.  Effective Date	60
	 	 
	SECTION 4.02.  Each Credit Event	62
	 	 
	ARTICLE V	 
	 	 
	Affirmative Covenants	62
	 	 
	SECTION 5.01.  Financial Statements and Other Information	62
	 	 
	SECTION 5.02.  Notices of Material Events	64
	 	 
	SECTION 5.03.  Existence; Conduct of Business	64
	 	 
	SECTION 5.04.  Payment of Obligations	64
	 	 
	SECTION 5.05.  Maintenance of Properties	64
	 	 
	SECTION 5.06.  Books and Records; Inspection Rights	65
	 	 
	SECTION 5.07.  Compliance with Laws	65
	 	 
	SECTION 5.08.  Use of Proceeds	65
	 	 
	SECTION 5.09.  Insurance	65
	 	 
	SECTION 5.10.  Casualty and Condemnation	66
	 	 
	SECTION 5.11.  Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances	66



 






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	ARTICLE VI	 
	 	 
	Negative Covenants	67
	 	 
	SECTION 6.01.  Indebtedness	67
	 	 
	SECTION 6.02.  Liens	68
	 	 
	SECTION 6.03.  Fundamental Changes	69
	 	 
	SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions	70
	 	 
	SECTION 6.05.  Asset Sales	71
	 	 
	SECTION 6.06.  Sale and Leaseback Transactions	72
	 	 
	SECTION 6.07.  Restricted Payments; Certain Payments of Indebtedness	72
	 	 
	SECTION 6.08.  Transactions with Affiliates	73
	 	 
	SECTION 6.09.  Restrictive Agreements	73
	 	 
	SECTION 6.10.  Unaffiliated Subordinated Indebtedness and Amendments to Unaffiliated Subordinated Indebtedness Documents	74
	 	 
	SECTION 6.11.  [Reserved]	74
	 	 
	SECTION 6.12.  Financial Covenants	74
	 	 
	ARTICLE VII	 
	 	 
	Events of Default	75
	 	 
	SECTION 7.01.  Events of Default	75
	 	 
	SECTION 7.02.  Remedies Upon an Event of Default	77
	 	 
	ARTICLE VIII	 
	 	 
	The Administrative Agent	78
	 	 
	SECTION 8.01.  The Administrative Agent.	78
	 	 
	SECTION 8.02.  Certain ERISA Matters	83
	 	 
	SECTION 8.03.  Posting of Communications	84
	 	 
	SECTION 8.04.  Credit Bidding.	85



 






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	ARTICLE IX	 
	 	 
	Miscellaneous	86
	 	 
	SECTION 9.01.  Notices	86
	 	 
	SECTION 9.02.  Waivers; Amendments	88
	 	 
	SECTION 9.03.  Expenses; Indemnity; Damage Waiver	90
	 	 
	SECTION 9.04.  Successors and Assigns	91
	 	 
	SECTION 9.05.  Survival	95
	 	 
	SECTION 9.06.  Counterparts; Integration; Effectiveness; Electronic Execution	95
	 	 
	SECTION 9.07.  Severability	95
	 	 
	SECTION 9.08.  Right of Setoff	96
	 	 
	SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process	96
	 	 
	SECTION 9.10.  WAIVER OF JURY TRIAL	97
	 	 
	SECTION 9.11.  Headings	97
	 	 
	SECTION 9.12.  Confidentiality	97
	 	 
	SECTION 9.13.  Several Obligations; Nonreliance; Violation of Law	98
	 	 
	SECTION 9.14.  USA PATRIOT Act	98
	 	 
	SECTION 9.15.  Disclosure	98
	 	 
	SECTION 9.16.  Appointment for Perfection	98
	 	 
	SECTION 9.17.  Releases of Subsidiary Guarantors	99
	 	 
	SECTION 9.18.  Interest Rate Limitation	99
	 	 
	SECTION 9.19.  No Advisory or Fiduciary Responsibility	99
	 	 
	SECTION 9.20.  Acknowledgment and Consent to Bail-In of EEA Financial Institutions	100
	 	 
	SECTION 9.21.  Acknowledgement Regarding Any Supported QFCs	101
	 	 
	ARTICLE X	 
	 	 
	Borrower Guarantee	101




 






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SCHEDULES:


 


Commitment Schedule


Letter of Credit Commitment Schedule


Departing Lender Schedule

Schedule 1.01 -- Affiliated Subordinated Debt

Schedule 3.06 -- Disclosed Matters

Schedule 3.14 -- Capitalization and Subsidiaries

Schedule 3.15 -- Financing Statements

Schedule 6.01 -- Existing Indebtedness

Schedule 6.02 -- Existing Liens

Schedule 6.04 -- Existing Investments



EXHIBITS:


Exhibit A -- Form of Assignment and Assumption

Exhibit B -- List of Closing Documents

Exhibit C-1 -- Form of Increasing Lender Supplement

Exhibit C-2 -- Form of Augmenting Lender Supplement

Exhibit D -- Form of Compliance Certificate

  






    	 	vi	 



     


    

 


SECOND AMENDED AND
RESTATED CREDIT AGREEMENT dated as of September 13, 2019 (as it may be amended or modified from time to time, this “Agreement”),
among MYR GROUP INC., the Lenders party hereto, Bank of Montreal and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, BANK OF AMERICA, N.A., as Syndication Agent and JPMORGAN CHASE BANK, N.A.,
as Administrative Agent.


 


WHEREAS, the Borrower,
the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, are currently party to the Amended
and Restated Credit Agreement, dated as of June 30, 2016 (as amended, supplemented or otherwise modified prior to the date hereof,
the “Existing Credit Agreement”);


 


WHEREAS, the Borrower,
the Lenders and the Administrative Agent have entered into this Agreement in order to (i) amend and restate the Existing Credit
Agreement in its entirety; (ii) re-evidence the “Obligations” under, and as defined in, the Existing Credit Agreement,
which shall be repayable in accordance with the terms of this Agreement; and (iii) set forth the terms and conditions under which
the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrower;


 


WHEREAS, it is the intent
of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the
Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this
Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the
Borrower outstanding thereunder, which shall be payable in accordance with the terms hereof; and


 


WHEREAS, it is also
the intent of the Borrower to confirm that all obligations under the applicable “Loan Documents” (as referred to and
defined in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the Loan Documents
(as referred to and defined herein) and that, from and after the Effective Date, all references to the “Credit Agreement”
contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement;


 


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


 


ARTICLE
I



Definitions


 


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


 


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


 


“Adjusted LIBO
Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.


 






    	 	 	 



     


    

 


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


 


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


 


“Affiliated
Subordinated Debt” means any unsecured Indebtedness of the Borrower or any Subsidiary provided by an Affiliate (other
than the Borrower or any of its Subsidiaries), the terms and conditions of which are set forth, and payment of which is subordinated
to the payment of the Secured Obligations, in each case as provided in Schedule 1.01.


 


“Aggregate Commitment”
means the aggregate of the Commitments of all of the Lenders, as reduced or increased from time to time pursuant to the terms and
conditions hereof. As of the Effective Date, the Aggregate Commitment is $375,000,000.


 


“Agreed Currencies”
means (i) Dollars, (ii) euro, (iii) Canadian Dollars and (iv) any other currency (x) that is a lawful currency (other than Dollars)
that is readily available and freely transferable and convertible into Dollars, (y) for which a LIBO Screen Rate is available in
the Administrative Agent’s determination and (z) that is agreed to by the Administrative Agent, the Issuing Banks and each
of the Lenders; provided, that each of euro and Canadian Dollars shall be Agreed Currencies so long as such currency, as
applicable, is a lawful currency that is readily available and freely transferable and convertible into Dollars.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to (i) if the applicable Loan or Borrowing is denominated in Dollars,
the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1%
and (c) the Adjusted LIBO Rate for a one month Interest Period in Dollars on such day (or if such day is not a Business Day,
the immediately preceding Business Day) plus 1%, provided that for the purpose of this definition, the Adjusted LIBO Rate
for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period,
the Interpolated Rate) at approximately 11:00 a.m. London time on such day and (ii) if the applicable Loan or Borrowing is
denominated in Canadian Dollars, the Canadian Prime Rate. Any change in the Alternate Base Rate due to a change in the Prime Rate,
the Canadian Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such
change in the Prime Rate, the Canadian Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base
Rate is being used as an alternate rate of interest for any Eurocurrency Borrowing denominated in any LIBO Quoted Currency pursuant
to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clauses (i)(a) and (i)(b) above and shall be determined
without reference to clause (i)(c) above. For the avoidance of doubt, if the Alternate Base Rate as so determined would be less
than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.


 


“Alternative
Rate” has the meaning assigned to such term in Section 2.14(a).


 


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


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such
Lender’s Commitment; provided that, in the case of Section 2.20 when a Defaulting Lender shall exist, “Applicable
Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting Lender’s Commitment)
represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall
be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status
as a Defaulting Lender at the time of determination.


 






    	 	2	 



     


    

 


“Applicable
Pledge Percentage” means 100%, but 65% in the case of a pledge of Equity Interests of a Foreign Subsidiary to the extent
a 100% pledge would cause a Deemed Dividend Problem or Financial Assistance Problem.


 


“Applicable
Rate” means, for any day, with respect to any ABR Loan or Eurocurrency Loan, or with respect to the commitment fees payable
hereunder, or with respect to the participation fees payable hereunder on non-performance Letters of Credit and performance Letters
of Credit, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurocurrency
Spread”, “Commitment Fee Rate”, “Non-Performance Letters of Credit” or “Performance Letters
of Credit”, as the case may be, based upon the Borrower’s Leverage Ratio as of the most recent determination date,
provided that until the delivery to the Administrative Agent, pursuant to Section 5.01, of the Borrower’s consolidated
financial information for the Borrower’s first fiscal quarter ending after the Effective Date, the “Applicable Rate”
shall be the applicable rate per annum set forth below in Category 1, and adjustments to the Applicable Rate then in effect shall
thereafter be effected in accordance with the paragraph below:


 


	
        Leverage Ratio

         

         

         
	
        Eurocurrency

         

        Spread

         
	
        ABR

         

        Spread

         
	Commitment

 Fee Rate	Non-
 Performance 
 Letters of

                                                                                Credit
	Performance

 Letters of 

Credit
	
        Category 1

        <
        1.50 to 1.0
	1.00%	0%	0.15%	1.00%	0.50%
	
        Category 2

        >
        1.50 to 1.0 but

        < 2.00 to 1.0
	1.25%	0.25%	0.175%	1.25%	0.625%
	
        Category 3

        >
        2.00 to 1.0 but

        < 2.50 to 1.0
	1.50%	0.50%	0.225%	1.50%	0.75%
	
        Category 4

        >
        2.50 to 1.0
	1.75%	0.75%	0.25%	1.75%	0.875%


 


For purposes of the foregoing,
(a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Borrower based upon the Borrower’s
annual or quarterly consolidated financial statements delivered pursuant to Section 5.01 and (b) each change in the Applicable
Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including five (5) Business
Days after the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and
ending on the date immediately preceding the effective date of the next such change, provided that the Leverage Ratio shall
be deemed to be in Category 4 at the option of the Administrative Agent or at the request of the Required Lenders if the Borrower
fails to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01,
during the period from the expiration of the time for delivery thereof until five (5) Business Days after such consolidated financial
statements are delivered.


 


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


 






    	 	3	 



     


    

 


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


 


“Arrangers”
means JPMorgan Chase Bank, N.A. and BofA Securities, Inc., in their capacities as joint bookrunners and joint lead arrangers hereunder.


 


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


 


“Augmenting
Lender” has the meaning assigned to such term in Section 2.04.


 


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


 


“Available Revolving
Commitment” means, at any time with respect to any Lender, the Commitment of such Lender then in effect minus the Revolving
Exposure of such Lender at such time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	4	 



     


    

 


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


 


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


 


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


 


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


 


“Bonding Obligations”
means any and all obligations of the Borrower or any of its Subsidiaries to any Person to secure or assure the performance of any
bid, contract, lease or statutory obligation, or otherwise constituting a bid, performance, return-of-money, surety, appeal or
payment bond, contract or like undertaking, in each case, entered into by the Borrower or such Subsidiary in the ordinary course
of business or in connection with a transaction permitted hereby.


 


“Borrower”
means MYR Group Inc., a Delaware corporation.


 


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


 


“Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a Eurocurrency Loan for a LIBO Quoted Currency, the
term “Business Day” shall also exclude any day on which banks are not open for general business in London, and
in addition, with respect to any date for the payment or purchase of, or the fixing of an interest rate in relation to Canadian
Dollars, the term “Business Day” shall also exclude any day on which banks are not open for general business in Toronto,
Ontario and, if the Borrowings or LC Disbursements which are the subject of a borrowing, drawing, payment, reimbursement or rate
selection are denominated in euro, the term “Business Day” shall also exclude any day on which the TARGET2 payment
system is not open for the settlement of payments in euro.


 


“Canadian Dollars”
means the lawful currency of Canada.


 






    	 	5	 



     


    

 


“Canadian Prime
Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the
PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN
Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by
the Administrative Agent in its reasonable discretion) and (ii) the average rate for thirty (30) day Canadian Dollar bankers’
acceptances that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on
any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service
that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion) at 10:15 a.m.
Toronto time on such day, plus 1% per annum; provided, that if any of the above rates shall be less than zero, such rate
shall be deemed to be zero for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN
Index or the rate appearing on the Reuters Screen CDOR Page shall be effective from and including the effective date of such change
in the PRIMCAN Index or the rate appearing on the Reuters Screen CDOR Page, respectively.


 


“Capital Lease
Obligations” of any Person as of the date of determination, means the obligations of such Person to pay rent or other
amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“CDOR
Screen Rate” means on any day for the relevant Interest Period, the annual rate
of interest equal to the average rate applicable to Canadian dollar Canadian bankers’ acceptances for the applicable period
that appears on the “Reuters Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions,
as modified and amended from time to time (or, in the event such rate does not appear on such page or screen, on any successor
or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes
such rate from time to time, as selected by the Administrative Agent in its reasonable discretion), rounded to the nearest 1/100th
of 1% (with .005% being rounded up), as of 10:15 a.m. Toronto local time on the first day of such Interest Period and, if such
day is not a Business Day, then on the immediately preceding Business Day (as adjusted by Administrative Agent after 10:15 a.m.
Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest). If the
CDOR Screen Rate shall be less than zero, the CDOR Screen Rate shall be deemed to be zero for purposes of this Agreement.


 


“Change
in Control” means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof) of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower (calculated on a fully diluted basis taking into account all options or other rights to acquire
voting common Equity Interests of the Borrower then outstanding, regardless of whether such options or other rights are then currently
exercisable); or (ii) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of
the Borrower by Persons who were not nominated or appointed by the board of directors of the Borrower.


 


“Change
in Law” means the occurrence, after the date of this Agreement of: (a) the adoption of 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) compliance by any Lender or Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company,
if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement; 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 or in the implementation thereof 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, issued or implemented.


 






    	 	6	 



     


    

 


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


 


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


 


“Collateral”
means any and all property owned by any Loan Party, now existing or hereafter acquired, that may at any time be or become subject
to a security interest or Lien in favor of Administrative Agent, on behalf of itself and the Holders of Secured Obligations, to
secure the Secured Obligations; provided, however, that Collateral shall not include (i) Excluded Assets and (ii) Equity Interests
in excess of the Applicable Pledge Percentage in any First Tier Foreign Subsidiary that is a Pledge Subsidiary.


 


“Collateral
Documents” means, collectively, the Security Agreement and all other agreements, instruments and documents executed in
connection with this Agreement that are intended to create or evidence Liens on the Collateral for the purpose of securing the
Secured Obligations, including all other security agreements, pledge agreements, loan agreements, notes, guarantees, subordination
agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and
all other written matter whether heretofore, now, or hereafter executed by the Borrower or any of its Material Subsidiaries and
delivered to the Administrative Agent.


 


“Commitment”
means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender’s name, or
in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the UCC)
as provided in Section 9.04(b)(ii)(C) pursuant to which such Lender shall have assumed its Commitment, as applicable, and giving
effect to (a) any reduction in such amount from time to time pursuant to Section 2.09 and (b) any reduction or increase in such
amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04; provided, that at no time shall
the Revolving Exposure of any Lender exceed its Commitment. The initial aggregate amount of the Lenders’ Commitments is $375,000,000.


 


“Commitment
Schedule” means the Schedule attached hereto identified as such.


 


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


 


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


 


“Computation
Date” has the meaning assigned to such term in Section 2.05.


 






    	 	7	 



     


    

 


“Consolidated
EBITDA” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in
determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges
for such period, (v) any non-cash costs, charges or expenses relating to cost savings, operating expense reductions, consolidations
and integration costs, and other non-cash restructuring charges, (vi) any cash restructuring charges, not in excess of $10,000,000
in the aggregate during the term of this Agreement, and (vii) any other non-cash charges for such period (but excluding any non-cash
charge in respect of an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down
or write-off of inventory), minus (b) without duplication and to the extent included in Net Income, (i) any cash payments made
during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (ii) any extraordinary
gains and any non-cash items of income for such period, all calculated for the Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP. Notwithstanding the foregoing, with respect to any period during which a Permitted Acquisition occurs
or the Borrower or any of its Subsidiaries acquires or sells or otherwise disposes of a Subsidiary or other assets, for purposes
of determining compliance with the financial covenants set forth in Section 6.12, (x) Consolidated EBITDA shall be calculated pro
forma (without duplication) as if the Permitted Acquisition or other acquisition or disposition had occurred on the first day of
such period and (y) any Indebtedness incurred or repaid in connection therewith shall be deemed to have been consummated or incurred
or repaid at the beginning of such period.


 


“Consolidated
Net Worth” means, as of the date of any determination thereof, the consolidated stockholders’ equity of the Borrower
and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date.


 


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


 


“Consolidated
Total Indebtedness” means, at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries
at such date, determined on a consolidated basis in accordance with GAAP.


 


“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.


 


“Covered Entity”
means any of the following:


 


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



 


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



 


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



 


“Covered Party”
has the meaning assigned to such term in Section 9.21.


 


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


 


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


 






    	 	8	 



     


    

 


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


 


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


 


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


 


“Defaulting
Lender” means, subject to the last sentence of Section 2.20, any Lender that (a) has failed, within two (2) Business
Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations
in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the
case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s
good faith determination that a condition precedent to funding (specifically identified and including the particular default, if
any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the
effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing
or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent
(specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied)
or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after
request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender
that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to
fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification
in form and substance reasonably satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy
Event or (B) a Bail-In Action.


 


“Departing Lender”
means each “Lender” under the Existing Credit Agreement that does not have a Commitment hereunder and is identified
on the Departing Lender Schedule hereto.


 


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


 


“Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.


 


“Dollar Amount”
of any currency at any date means (i) the amount of such currency if such currency is Dollars or (ii) the equivalent amount thereof
in Dollars if such currency is a Foreign Currency, calculated on the basis of the Exchange Rate for such currency, on or as of
the most recent Computation Date provided for in Section 2.05.


 


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


 


“Domestic Subsidiary”
means any Subsidiary that is incorporated or organized under the laws of the United States of America, any state thereof or in
the District of Columbia.


 


“Earn-Out”
means those certain obligations of the Borrower or any Subsidiary arising in connection with any acquisition of assets or businesses
permitted under Section 6.04 to the seller of such assets or businesses, the payment of which is dependent on the future earnings
or performance of such assets or businesses, and in each case as determined in accordance with GAAP.


 






    	 	9	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Equivalent
Amount” of any currency with respect to any amount of Dollars at any date means the equivalent in such currency of such
amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the
date on or as of which such amount is to be determined.


 






    	 	10	 



     


    

 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Title IV of ERISA, Section 4001(a)(14) of ERISA or, solely for purposes
of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect
to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure to satisfy the “minimum funding
standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant
to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect
to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect
to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of
any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence
by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Borrower
or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition
upon the Borrower or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan to which
the Borrower or any of its ERISA Affiliates contributes or is required to contribute or otherwise has any outstanding liability
is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.


 


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


 


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


 


“Eurocurrency”
when used in reference to a currency means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such
Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.


 


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


 


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


 


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


 






    	 	11	 



     


    

 


“Excluded Assets”
means (i) any property (x) subject to any “certificate of title” (as defined in the UCC), (y) subject to any lease
or other right-of-use agreement or constituting a leasehold or similar interest or (z) constituting any real property or interest
therein or any “fixtures” (as defined in the UCC) related thereto and (ii) any Equity Interest in a Permitted Joint
Venture.


 


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


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, any Issuing Bank 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 net income (however denominated)
or franchise Taxes by the United States of America, or by the jurisdiction (or any political subdivision or taxing authority thereof
or therein) under the laws of which such recipient is organized (or in which such recipient is resident for income tax purposes)
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 or backup withholding Taxes imposed by the United States of America or any similar Tax imposed by any
other jurisdiction in which the Borrower is located, (c) in the case of a Lender (other than an assignee pursuant to a request
by the Borrower under Section 2.19(b)), any withholding Tax that is (i) imposed on amounts payable to such Lender at the time such
Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor,
if any) was entitled, immediately prior to the designation of a new lending office (or such assignment), to receive additional
amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.17(a), or (ii) is attributable to such Lender’s
failure to comply with Sections 2.17(e) or (f) and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Existing Credit
Agreement” has the meaning assigned to such term in the recitals hereto.


 


“Extended Letter
of Credit” has the meaning assigned to such term in Section 2.06(c).


 


“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 administrative guidance
thereunder or interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any
fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention
among Governmental Authorities and implementing such Sections of the Code.


 






    	 	12	 



     


    

 


“Federal Funds
Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depository institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time,
and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that, if the
Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this
Agreement.


 


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


 


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


 


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


 


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


 


“Foreign Currencies”
means Agreed Currencies other than Dollars.


 


“Foreign Currency
Exposure” has the meaning assigned to such term in Section 2.11(c).


 


“Foreign Currency
LC Exposure” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and unexpired amount
of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC
Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.


 


“Foreign Currency
Letter of Credit” means a Letter of Credit denominated in a Foreign Currency.


 


“Foreign Currency
Sublimit” means $75,000,000.


 


“Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. 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.


 


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


 


“Funding Account”
means the deposit account of the Borrower to which the Administrative Agent is authorized by the Borrower to transfer the proceeds
of any Borrowings requested or authorized pursuant to this Agreement.


 


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


 






    	 	13	 



     


    

 




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


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.


 


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


 


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


 


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


 


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


 


“Immaterial
Subsidiary” means each of the following Subsidiaries so long as each such Subsidiary is an inactive entity with no assets
or liabilities (other than arising from or relating to past inactivity or nonuse of such Person or otherwise associated with the
dissolution of such Person): ComTel Technology, Inc., a Colorado corporation, MYRPower, Inc., a Delaware corporation, Myers International,
Inc., a Delaware corporation, Hawkeye Construction, Inc., an Oregon corporation, MYR Real Estate Holdings Alaska, LLC, a Delaware
limited liability company, and Sturgeon Transmission Services, LLC, a Delaware limited liability company.


 






    	 	14	 



     


    

  


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


 


“Increasing
Lender” has the meaning assigned to such term in Section 2.04.


 


“Incremental
Term Loan” has the meaning assigned to such term in Section 2.04.


 


“Incremental
Term Loan Amendment” has the meaning assigned to such term in Section 2.04.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business),
(f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been
assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty,
(j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) the Net Mark-to-Market
Exposure of such Person under each Swap Agreement to the extent entered into for investment or speculative purposes and (l) obligations
under any liquidated Earn-Out. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.


 


“Indemnified
Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any
obligation of the Borrower under any Loan Document.


 


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


 


“Information
Memorandum” means the Confidential Information Memorandum dated August 2019 relating to the Borrower and the Transactions.


 


“Interest Coverage
Ratio” means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Interest Expense for such period.


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08.


 


“Interest Expense”
means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations but excluding,
for so long as such items are reported as interest expense in the Borrower’s and its Subsidiaries’ financial statements,
amortized costs, fees and expenses incurred in connection with the Loan Documents, including, without limitation, Letter of Credit
fees) of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable
to such period in accordance with GAAP), calculated on a consolidated basis for the Borrower and its Subsidiaries for such period
in accordance with GAAP.


 






    	 	15	 



     


    




 


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


 


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


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as
the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate for the
longest period (for which the applicable Screen Rate is available for the applicable currency) that is shorter than the Impacted
Interest Period and (b) the applicable Screen Rate for the shortest period (for which the applicable Screen Rate is available for
the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.


 


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


 


“Issuing
Bank” means each of (i) JPMorgan Chase Bank, N.A., (ii) Bank of America, N.A., (iii) Bank of Montreal, (iv) CIBC Bank
USA, and (v) any other Lender that becomes an Issuing Bank pursuant to Sections 2.06(m), each in its capacity as an issuer
of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing
Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.


 


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


 


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


 






    	 	16	 



     


    




 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus (b)
the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.
The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. For all purposes
of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International
Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13
or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later
version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents
have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn”
in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full force
and effect until the Issuing Bank and the Lenders shall have no further obligations to make any payments or disbursements under
any circumstances with respect to any Letter of Credit.


 


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a party hereto pursuant
to an Assignment and Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires,
the term “Lenders” includes the Issuing Banks. For the avoidance of doubt, the term “Lenders” excludes
any Departing Lenders.


 


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


 


“Letter of Credit
Agreement” has the meaning assigned to such term in Section 2.06(b).


 


“Letter of Credit
Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit
hereunder. The initial amount of each initial Issuing Bank’s Letter of Credit Commitment is set forth on the Letter of Credit
Commitment Schedule, or if an Issuing Bank has entered into an Assignment and Assumption, the amount set forth for such Issuing
Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent; each Issuing Bank’s Letter
of Credit Commitment may be decreased or increased from time to time with the written consent of the Borrower, the Administrative
Agent and the Issuing Banks (provided that any increase in the Letter of Credit Commitment with respect to any Issuing Bank, or
any decrease in the Letter of Credit Commitment to an amount not less than any Issuing Bank’s Letter of Credit Commitment
as of the Effective Date, shall only require the consent of the Borrower and such Issuing Bank).


 


“Letter of Credit
Commitment Schedule” means the Schedule attached hereto identified as such.


 


“Leverage Ratio”
means, on any date, the ratio of (a) Consolidated Total Indebtedness on such date to (b) Consolidated EBITDA for the period of
four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last
day of the fiscal quarter most recently ended prior to such date).


 


“LIBO Quoted
Currency” means Dollars, euro and any other Agreed Currency (other than Canadian Dollars).


 






    	 	17	 



     


    




 


“LIBO Rate”
means, with respect to (A) any Eurocurrency Borrowing denominated in any LIBO Quoted Currency and for any applicable Interest Period,
the LIBO Screen Rate at approximately 11:00 a.m., London time, on the Quotation Day for such currency and Interest Period and (B)
any Eurocurrency Borrowing in Canadian Dollars and for any applicable Interest Period, the CDOR Screen Rate for Canadian Dollars
at approximately 11:00 a.m., Toronto time on the Quotation Day for Canadian Dollars and such Interest Period; provided that,
if the LIBO Screen Rate or the CDOR Screen Rate, as applicable, shall not be available at such time for such Interest Period (the
 “Impacted Interest Period”), then the LIBO Rate for such currency and such Interest Period shall be the Interpolated
Rate. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject
to Section 2.14.


 


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


 


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


 


“Liquidity”
means, as of the date of any determination thereof, the sum of (a) that portion of the aggregate Available Revolving Commitment
which may be drawn or otherwise used on such date while remaining in pro forma compliance with the financial covenants set forth
in Section 6.12 and (b) unencumbered and unrestricted cash of the Borrower and its Subsidiaries maintained with a Lender
in the United States of America.


 


“Loan Documents”
means this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral
Documents, the Subsidiary Guaranty, and all other agreements, instruments, documents and certificates identified in Section 4.01
executed and delivered to, or in favor of, the Administrative Agent or any Lenders and including all other pledges, powers of attorney,
consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or
hereafter executed by or on behalf of any Loan Party and delivered to the Administrative Agent or any Lender in connection with
the Agreement or the transactions contemplated thereby. Any reference in the Agreement or any other Loan Document to a Loan Document
shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications
thereto, and shall refer to the Agreement or such Loan Document as the same may be in effect at any and all times such reference
becomes operative.


 


“Loan Parties”
means the Borrower and the Subsidiary Guarantors.


 


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


 


“Local Time”
means (i) Chicago time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars, (ii) London, England time in
the case of a Loan, Borrowing or LC Disbursement denominated in any Foreign Currency other than Canadian Dollars and (iii) local
time at the place of the relevant Loan, Borrowing or LC Disbursement (or such earlier local time as is necessary for the relevant
funds to be received and transferred to the Administrative Agent for same day value on the date the relevant reimbursement obligation
is due) in the case of a Loan, Borrowing or LC Disbursement which is denominated in Canadian Dollars.


 






    	 	18	 



     


    




 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, property or financial condition of the Borrower
and the Subsidiaries taken as a whole or (b) the rights of or benefits available to the Administrative Agent, an Issuing Bank or
the Lenders under the Loan Documents.


 


“Material
Foreign Subsidiary” means (a) as of the Effective Date, MYR Group Construction Canada, Ltd. and (b) after the
Effective Date, (i) any First Tier Foreign Subsidiary designated in writing by the Borrower to the Administrative Agent as a “Material
Foreign Subsidiary” and (ii) each First Tier Foreign Subsidiary (A) which, as of the most recent fiscal quarter of the Borrower,
for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section
5.01, contributed greater than ten percent (10%) of the Borrower’s Consolidated EBITDA for such period or (B) which contributed
greater than ten percent (10%) of the Borrower’s Consolidated Total Assets as of such date; provided that, if at any
time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all First Tier Foreign Subsidiaries
that are not Material Foreign Subsidiaries exceeds twenty percent (20%) of Consolidated EBITDA for any such period or twenty percent
(20%) of Consolidated Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed
to do so within ten (10) days, the Administrative Agent) shall designate sufficient First Tier Foreign Subsidiaries as “Material
Foreign Subsidiaries” to eliminate such excess, and such designated First Tier Foreign Subsidiaries shall for all purposes
of this Agreement constitute Material Foreign Subsidiaries.


 


“Material Indebtedness”
means Indebtedness (other than the Loans, any Letters of Credit and any Affiliated Subordinated Debt), or obligations in respect
of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding
$10,000,000. For purposes of determining Material Indebtedness, the “obligations” of the Borrower or any Subsidiary
in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that
the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“Material
Subsidiary” means (a) as of the Effective Date, Harlan Electric Company, The L. E. Myers Co., Sturgeon Electric Company,
Inc., Great Southwestern Construction, Inc., MYR Transmission Services, Inc., E.S. Boulos Company, MYR Real Estate Holdings, LLC,
MYR Equipment, LLC, High Country Line Construction, Inc., GSW Integrated Services, LLC, Sturgeon Electric California, LLC,
Huen Electric, Inc. and CSI Electrical Contractors, Inc. and (b) after the Effective Date, (i) any Subsidiary designated in writing
by the Borrower to the Administrative Agent as a “Material Subsidiary” and (ii) each Subsidiary (A) which, as of the
most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial
statements have been delivered pursuant to Section 5.01, contributed greater than ten percent (10%) of the Borrower’s Consolidated
EBITDA for such period or (B) which contributed greater than ten percent (10%) of the Borrower’s Consolidated Total Assets
as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets
attributable to all Subsidiaries that are not Material Subsidiaries exceeds twenty percent (20%) of Consolidated EBITDA for any
such period or twenty percent (20%) of Consolidated Total Assets as of the end of any such fiscal quarter, the Borrower (or, in
the event the Borrower has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Subsidiaries
as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this
Agreement constitute Material Subsidiaries; provided, further, that no Foreign Subsidiary shall be designated as
a Material Subsidiary.


 






    	 	19	 



     


    




 


“Maturity Date”
means September 13, 2024 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the
terms hereof in accordance with Article VII.


 


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


 


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


 


“Net Income”
means, for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior
to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries,
(b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries
has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in
the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent
that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms
of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.


 


“Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Swap Agreements. “Unrealized losses” means the fair market value of the cost to
such Person of replacing such Swap Agreements as of the date of determination (assuming the Swap Agreements were to be terminated
as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such
Swap Agreement as of the date of determination (assuming such Swap Agreement were to be terminated as of that date).


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 9.02(e).


 


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


 


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


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower and its Subsidiaries arising
under any Loan Document, or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any debtor
relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable
claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest,
Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by the Borrower under any Loan Document
and (b) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that the Administrative Agent
or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Borrower.


 






    	 	20	 



     


    




 


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


 


“Original Effective
Date” means December 21, 2011.


 


“Other
Taxes” means any and 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 from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement, except any such Taxes with respect to the Administrative Agent, any Lender, any Issuing Bank or any
other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder imposed as a result of a
present or former connection between such Administrative Agent, Lender, Issuing Bank or such other recipient and the jurisdiction
imposing such Tax (other than connections arising from such Administrative Agent, Lender, Issuing Bank or such other recipient
having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected
a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest
in any Loan or Loan Document) that are Taxes imposed with respect to an assignment (other than an assignment made pursuant
to Section 2.19(b)).


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	21	 



     


    




 


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


 


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


 


“Permitted Acquisition”
means any acquisition (whether by purchase, merger, consolidation or otherwise but excluding in any event a Hostile Acquisition)
or series of related acquisitions by the Borrower or any Subsidiary of all or substantially all the assets of, or more than fifty
percent (50%) of the Equity Interests in, a Person or division or line of business of a Person if, at the time of and immediately
after giving effect thereto, (a) no Default has occurred and is continuing or would arise after giving effect thereto, (b) such
Person or division or line of business is engaged in the same or a similar line of business as the Borrower and the Subsidiaries
or business reasonably related thereto, (c) all actions required to be taken with respect to such acquired or newly formed Subsidiary
under Section 5.11 shall have been taken, (d) the Borrower and the Subsidiaries are in compliance, on a pro forma basis reasonably
acceptable to the Administrative Agent after giving effect to such acquisition (without giving effect to any cost savings), with
the covenants contained in Section 6.12 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower
for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness,
with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred
on the first day of each relevant period for testing such compliance and the Borrower shall have delivered to the Administrative
Agent a certificate of a Financial Officer of the Borrower to such effect, together with all relevant financial information, statements
and projections requested by the Administrative Agent, (e) in the case of an acquisition or merger involving the Borrower or a
Subsidiary, the Borrower or such Subsidiary is the surviving entity of such merger and/or consolidation and (f) at the time of
the consummation of such acquisition and immediately after giving effect (on a pro forma basis) thereto, the Leverage Ratio shall
be at least 0.25 below the maximum Leverage Ratio permitted under Section 6.12(b) at such time.


 


“Permitted Encumbrances”
means:


 


(a)       Liens
imposed by law for taxes that are not more than 60 days past due or which can thereafter be paid without penalty or which are being
contested in compliance with Section 5.04;


 


(b)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other similar Liens imposed by law or arising
in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in
compliance with Section 5.04;


 


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


 


(d)       Liens
and deposits in connection with Bonding Obligations;


 


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


 


(f)       easements,
zoning restrictions and other governmental restrictions on use, rights of way, permits, conditions, servitudes, exceptions, covenants,
restrictions and all other encumbrances on or in respect of real property or any interest therein that do not materially interfere
with the ordinary conduct of business of the Borrower or any Subsidiary; and


 






    	 	22	 



     


    




 


(g)       Liens
securing the obligations of the Borrower or any of its Subsidiaries under any leases, right-of-use or similar agreement (but only
with respect to the property so leased or used) that do not constitute Capital Lease Obligations;


 


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


 


“Permitted Investments”
means:


 


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


 


(b)       investments
permitted by the Borrower’s investment policy as such policy is in effect, and as disclosed to the Administrative Agent and
the Lenders, prior to the Effective Date (as such policy may be amended, restated, supplemented or otherwise modified from time
to time with the consent of the Required Lenders, not to be unreasonably withheld, conditioned or delayed) including, without limitation,
investments in U.S. treasury bills and notes, U.S. federal agency securities, collateralized repurchase agreements, domestic certificates
of deposit, banker’s acceptances, eurodollar time deposits, Canadian Dollar deposits held by a Canadian Subsidiary, domestic
commercial paper, corporate notes and bonds, municipal securities and certain mutual funds, in each case, as permitted thereunder.


 


“Permitted Joint
Venture” means any Person (i) that is formed by or consists of, or the Equity Interests of which are directly owned by,
a Loan Party, on one hand, and a third party, on the other hand, and (ii) that is formed for the purpose of entering into and performing
under one or more contracts, with respect to a single project or series of related projects, pursuant to which such Person agrees
to deliver goods and services substantially similar to the goods and services the Borrower and its Subsidiaries agree to deliver
in the ordinary course of business.


 


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


 


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


 


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


 


“Pledge Subsidiary”
means each Domestic Subsidiary (other than any Immaterial Subsidiary) and First Tier Foreign Subsidiary which is, in each case,
a direct Subsidiary of the Borrower or a direct Subsidiary of a Material Subsidiary.


 


“Portfolio Interest
Exemption” has the meaning assigned to such term in Section 2.17(e).


 






    	 	23	 



     


    




 


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


 


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


 


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


 


“QFC Credit
Support” has the meaning assigned to such term in Section 9.21.


 


“Quotation Day”
means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Canadian Dollars, the first day
of such Interest Period, (ii) if the currency is euro, the day that is two (2) TARGET2 Days before the first day of such Interest
Period, and (iii) for any other currency, two (2) Business Days prior to the commencement of such Interest Period (unless, in each
case, market practice differs in the relevant market where the LIBO Rate for such currency is to be determined, in which case the
Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations
would normally be given on more than one day, then the Quotation Day will be the last of those days)).


 


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


 


“Regulation
D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


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


 


“Required Lenders”
means, at any time, Lenders having Revolving Exposures and unused Commitments representing more than 50% of the sum of the total
Revolving Exposures and unused Commitments at such time; provided, that at any time there are three (3) or more Lenders,
at least three (3) of such Lenders must approve any amendment or modification requiring the consent of the Required Lenders; provided
further, that at any time there are fewer than three (3) Lenders, all Lenders must approve any such amendment or modification requiring
the consent of the Required Lenders.


 


“Requirement
of Law” means, as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents
of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is
subject.


 


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


 






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“Revolving Borrowing”
means a Borrowing of Revolving Loans in accordance with Section 2.02.


 


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


 


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


 


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


 


“Sanctions”
has the meaning assigned to such term in Section 3.18(b).


 


“Screen Rate”
means the LIBO Screen Rate and the CDOR Screen Rate collectively and individually as the context may require.


 


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


 


“Secured Obligations”
means all Obligations, together with all Swap Obligations and Banking Services Obligations owing to one or more Lenders or their
respective Affiliates, in each case whether now existing or hereafter arising, whether all such obligations arise or accrue before
or after the commencement of any bankruptcy, insolvency or receivership proceedings, including, without limitation, interest and
fees accruing pre-petition or post-petition and costs, expenses, and attorneys’ and paralegals’ fees, whenever incurred
(and whether or not such claims, interest, costs, expenses or fees are allowed or allowable in any such proceeding); provided
that the definition of “Secured Obligations” shall not create or include any guarantee by any Loan Party of (or grant
of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes
of determining any obligations of any Loan Party.


 


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


 


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


 


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


 






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


 


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


 


“Subsidiary”
means any subsidiary of the Borrower.


 


“Subsidiary
Guarantor” means each Material Subsidiary that becomes a party to a Subsidiary Guaranty (including pursuant to a joinder
or supplement thereto).


 


“Subsidiary
Guaranty” means that certain Guaranty dated as of the Original Effective Date (including any and all supplements thereto)
and executed by each Subsidiary Guarantor, and any other guaranty agreements as are requested by the Administrative Agent and its
counsel, in each case as amended, restated, supplemented or otherwise modified from time to time.


 


“Supported QFC”
has the meaning assigned to such term in Section 9.21.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap
Agreement.


 


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


 






    	 	26	 



     


    




 


“Syndication
Agent” means Bank of America, N.A.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable
replacement) for the settlement of payments in euro.


 


“TARGET2 Day”
means a day that TARGET2 is open for the settlement of payments in euro.


 


“Tax Status
Certificate” has the meaning assigned to such term in Section 2.17(e).


 


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


 


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


 


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


 


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


 


“Unaffiliated
Subordinated Indebtedness” of the Borrower or any Subsidiary means any Indebtedness of such Person the payment of which
is subordinated to payment of the Secured Obligations to the written satisfaction of, and the terms and conditions of which are
otherwise satisfactory to, the Administrative Agent.


 


“Unaffiliated
Subordinated Indebtedness Documents” means any document, agreement or instrument evidencing any Subordinated Indebtedness
or entered into in connection with any Unaffiliated Subordinated Indebtedness.


 


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


 


“U.S. Special
Resolution Regime” has the meaning assigned to such term in Section 9.21.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.


 


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


 






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


 


SECTION 1.03. Terms
Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to
have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to
all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force
of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities.
Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented
or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein),
(b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time
amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to
any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment
set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to
any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 


SECTION 1.04. Accounting
Terms; GAAP; Pro Forma Calculations. (a) Except as
otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests
an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change
in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance
herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall
be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any
election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard
having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair
value”, as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 (or
any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such
Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the
full stated principal amount thereof. Notwithstanding the foregoing or anything to the contrary set forth herein, the definitions
set forth in the Loan Documents and any financial or other covenant calculations required by the Loan Documents shall be computed
to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases)
and other related lease accounting guidance as in effect on the Effective Date.


 






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(b)       All
pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence or
assumption of Indebtedness, or other transaction for which a pro forma computation is expressly required under this Agreement shall
in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine
whether such acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted
to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component
of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first
day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements
shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending
with the last fiscal quarter included in the financial statements referred to in Section 3.04(a)), and, to the extent applicable,
to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any
synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation
S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest
on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for
the entire period (taking into account any Swap Agreement applicable to such Indebtedness).


 


SECTION 1.05. Status
of Obligations. In the event that the Borrower or
any other Loan Party shall at any time issue or have outstanding any Unaffiliated Subordinated Indebtedness, the Borrower shall
take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations to constitute
senior indebtedness (however denominated) in respect of such Unaffiliated Subordinated Indebtedness and to enable the Administrative
Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders
of senior indebtedness under the terms of such Unaffiliated Subordinated Indebtedness. Without limiting the foregoing, the Obligations
are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar
import under and in respect of any indenture or other agreement or instrument under which such Unaffiliated Subordinated Indebtedness
is outstanding and are further given all such other designations as shall be required under the terms of any such Unaffiliated
Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially
available to holders of senior indebtedness under the terms of such Unaffiliated Subordinated Indebtedness.


 


SECTION 1.06. Amendment
and Restatement of Existing Credit Agreement. The
parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii)
satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be and
hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is
not intended to and shall not constitute a novation. All Loans made and Obligations incurred under the Existing Credit Agreement
which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of)
this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references
in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the
 “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this
Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of
any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents,
(c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s
credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Exposures
and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Exposures
on the Effective Date, (d) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all
losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including
the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on
the terms and in the manner set forth in Section 2.16 hereof and (e) upon the effectiveness hereof, each Departing Lender’s
 “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender
hereunder.


 






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SECTION 1.07. Interest
Rates; LIBOR Notification. The
interest rate on Eurocurrency Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered
rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings
from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end
of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration
(together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London
interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be
available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans.
In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is
no longer available or in certain other circumstances as set forth in Section 2.14(c) of this Agreement, such Section 2.14(c) provides
a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section
2.14, in advance of any change to the reference rate upon which the interest rate on Eurocurrency Loans is based. However, the
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate”
or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether
the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted
pursuant to Section 2.14(c), will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the
same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 


SECTION 1.08. Letter
of Credit Amounts. Unless otherwise
specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available
to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit
Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter
of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether
or not such maximum amount is available to be drawn at such time.


 


SECTION 1.09. Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the
asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
and acquired on the first date of its existence by the holders of its Equity Interests at such time.





 



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ARTICLE
II



The Credits


 


SECTION 2.01. Commitments.
Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to
the Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not
result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (a) the Dollar Amount
of such Lender’s Revolving Exposure exceeding such Lender’s Commitment, (b) subject to Section 2.05, the Dollar Amount
of the total Revolving Exposures exceeding the Aggregate Commitment or (c) subject to Section 2.05, the Dollar Amount of the total
outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.


 


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


 


(b)       Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request
in accordance herewith, provided that each ABR Loan shall only be made in Dollars or Canadian Dollars. Each Lender and each
Issuing Bank, at its option may make any Loan and/or issue any Letter of Credit by causing any domestic or foreign branch or Affiliate
of such Lender or Issuing Bank to make such Loan or issue such Letter of Credit (and in the case of an Affiliate, the provisions
of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender or Issuing Bank); provided
that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms
of this Agreement.


 


(c)       At
the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $100,000 (or, if such Borrowing is denominated in a Foreign Currency, $100,000 units of such currency)
and not less than $1,000,000 (or if such Borrowing is denominated in a Foreign Currency, $1,000,000 units of such currency). At
the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $50,000
(or, if such Borrowing is denominated in Canadian Dollars, $50,000 units of such currency) and not less than $500,000 (or, if such
Borrowing is denominated in Canadian Dollars, $500,000 units of such currency); provided that an ABR Revolving Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the Aggregate Commitment or that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of more than one Type may be outstanding
at the same time; provided, however, that there shall not at any time be more than a total of ten (10) Eurocurrency
Borrowings outstanding.


 






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


 


SECTION 2.03. Requests
for Revolving Borrowings. To request a Revolving
Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing Request (a) in the case
of a Eurocurrency Borrowing, not later than 10:00 a.m. Local Time, three Business Days (in the case of a Eurocurrency Borrowing
denominated in Dollars or Canadian Dollars), or not later than 10:00 a.m. Local Time, four (4) Business Days (in the case of a
Eurocurrency Borrowing denominated in a Foreign Currency (other than Canadian Dollars)), in each case, before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m. Local Time, on the date of the proposed Borrowing (in
the case of an ABR Borrowing denominated in Dollars), or not later than 10:00 a.m. Local Time, one Business Day before the date
of the proposed Borrowing (in the case of an ABR Borrowing denominated in Canadian Dollars); provided that any such notice
of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given
not later than 9:00 a.m., Local Time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and
shall be signed by the Borrower. Each such Borrowing Request shall specify the following information in compliance with Section
2.02:


 


(i)         the
aggregate amount of the requested Borrowing;


 


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


 


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


 


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


 


(v)        the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.07.


 


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


 






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SECTION 2.04. Expansion
Options. The Borrower may from time to time elect
to increase the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”),
in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases
and all such Incremental Term Loans does not exceed $200,000,000. The Borrower may arrange for any such increase or tranche to
be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental
Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each
such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution
may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend
Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the
Borrower, the Issuing Bank (to the extent the consent of the Issuing Bank would be required to effect an assignment under Section
9.04(b)) and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in
the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1
hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially
in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or
any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04.
Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective on the
date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative
Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of
any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date
of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of
Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate
to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance
(on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have
received certificates, resolutions and opinions consistent with those delivered on the Effective Date as to the corporate power
and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in
the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall
make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine,
for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of
such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the
Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental
Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase
in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable,
specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments
made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest
on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to
the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The
Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature
earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same
as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable
to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial
or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental
Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment
or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating
in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent, to effect the provisions of this Section 2.04. Nothing contained in this Section 2.04
shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or
provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant
to this Section 2.04, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative
Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside
of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such
other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money
laundering rules and regulations, including without limitation, the Patriot Act.


 






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SECTION 2.05. Determination
of Dollar Amounts. The Administrative Agent will
determine the Dollar Amount of:


 


(a)       each
Eurocurrency Borrowing as of the date two (2) Business Days prior to the date of such Borrowing or, if applicable, the date of
conversion/continuation of any Borrowing as a Eurocurrency Borrowing,


 


(b)       the
LC Exposure as of the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit, and on the
first Business Day of each calendar month,


 


(c)       all
outstanding Credit Events on and as of the last Business Day of each calendar quarter (other than those related to Letters of Credit),
and


 


(d)       during
the continuation of an Event of Default, with respect to all outstanding Credit Events (including those related to Letters of Credit),
on any Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders.


 


Each day upon or as of
which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is herein described
as a “Computation Date” with respect to each Credit Event for which a Dollar Amount is determined on or as of such
day.


 


SECTION 2.06. Letters
of Credit. (a) General. Subject to the terms
and conditions set forth herein, each Issuing Bank agrees to issue, amend, extend and renew, at any time and from time to time
during the Availability Period, at the request of the Borrower, in a form reasonably acceptable to the Administrative Agent and
the applicable Issuing Bank, one or more Letters of Credit denominated in Agreed Currencies for the Borrower’s account having
an amount available for draw that will not result in the total Revolving Exposures exceeding the Aggregate Commitment. In the event
of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement,
the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, no Issuing Bank shall
have any obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available
to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the
time of such funding, is the subject of any Sanctions, (ii) in any manner that would result in a violation of any Sanctions by
any party to this Agreement, or (iii) in any manner that would result in a violation of one or more policies of such Issuing Bank
applicable to letters of credit generally. In addition, no Issuing Bank shall be under any obligation to issue any Letter of Credit
if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such
Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such
Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon
such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing
Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed
loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good faith deems material to
it.


 






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(b)       Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank
and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in
any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall
be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section),
the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition, as a condition
to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit
agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required
by the Issuing Bank and using the such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”).
A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of
each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) subject to Section 2.05, (x) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit
issued by the applicable Issuing Bank at such time plus (y) the aggregate Dollar Amount of all LC Disbursements made such Issuing
Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment,
(ii) subject to Section 2.05, the aggregate undrawn Dollar Amount of all outstanding Letters of Credit issued by the Issuing Banks
shall not exceed $150,000,000, (iii) no Lender’s Dollar Amount of Revolving Exposure shall exceed its Commitment, (iv) subject
to Section 2.05, the Dollar Amount of the Revolving Exposure shall not exceed the Aggregate Commitment and (v) subject to Section
2.05, the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies,
shall not exceed the Foreign Currency Sublimit. The Borrower may, at any time and from time to time, reduce the Letter of Credit
Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter
of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through
(iv) above shall not be satisfied.


 


(c)       Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after
the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal
or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided that, upon the Borrower’s
request, any such Letter of Credit which expires in the final year prior to the Maturity Date may have a later expiry date if
cash collateralized or covered by standby letter(s) of credit in compliance with Section 2.06(j) below by no later than five (5)
Business Days prior to the Maturity Date (each such Letter of Credit, an “Extended Letter of Credit”); provided further, that any Letter of Credit with a 1 year tenor may provide for automatic or “evergreen” renewal thereof
for additional 1 year periods (which shall in no event extend beyond the date referred to in clause (ii) above unless cash collateralized
or covered by standby letter(s) of credit in accordance with the requirements for an Extended Letter of Credit). Notwithstanding
the foregoing, any such automatic or “evergreen” Letter of Credit shall permit the applicable Issuing Bank to prevent
any such 1 year extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit)
by giving prior notice to the beneficiary thereof not later than that certain date in each such twelve-month period to be agreed
upon at the time such Letter of Credit is issued.


 






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(d)       Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender
hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage
of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing,
each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower
on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower
for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination
of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)       Reimbursement.
If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit issued by such Issuing Bank, the Borrower shall
reimburse such LC Disbursement by paying to the Administrative Agent in Dollars, the Dollar Amount equal to such LC Disbursement,
calculated as of the date such Issuing Bank made such LC Disbursement (or if the applicable Issuing Bank shall so elect in its
sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by such Issuing Bank pursuant to such LC
Disbursement) in an amount equal to such LC Disbursement not later than 11:00 a.m., Local Time, on the date that such LC Disbursement
is made, if the Borrower shall have received notice of such LC Disbursement prior to 9:00 a.m., Local Time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such date, then not later than 11:00 a.m., Local Time,
on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior
to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein,
 request in accordance with Section 2.03 that such payment be financed with (i) to the extent such LC Disbursement was made
in Dollars or Canadian Dollars, an ABR Revolving Borrowing or Eurocurrency Revolving Borrowing in Dollars or Canadian Dollars in
an amount equal to such LC Disbursement or (ii) to the extent that such LC Disbursement was made in a Foreign Currency (other than
Canadian Dollars), a Eurocurrency Revolving Borrowing in such Foreign Currency (other than Canadian Dollars) in an amount equal
to such LC Disbursement and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall
be discharged and replaced by the resulting Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and
such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with
respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the
Lenders provided that such payment shall be payable by no later than 12:00 noon Local Time), and the Administrative Agent shall
promptly pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative
Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to such
Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then
to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to
reimburse such Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. If the Borrower’s
reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing
Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were
made or required to be made in Dollars, the Borrower shall, at its option, either (x) pay the amount of any such tax requested
by the Administrative Agent, such Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign
Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such
LC Disbursement is made, of such LC Disbursement.


 






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(f)        Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or
this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving
to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment
by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms
of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor
any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice
or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing
Bank; provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the Borrower to
the extent of any direct damages (as opposed to consequential, special, indirect or punitive damages, claims in respect
of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused
by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter
of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of an Issuing Bank (as determined by a court of competent jurisdiction), such Issuing Bank shall be deemed
to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such
documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse
to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of
Credit.


 


(g)       Disbursement
Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and
the Borrower by telephone (confirmed by telecopy or electronic mail) of such demand for payment and whether such Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall
not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


(h)       Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans (or in the case such LC Disbursement is denominated in a Foreign Currency (other
than Canadian Dollars), at the Overnight Foreign Currency Rate for such Foreign Currency plus the then effective Applicable Rate
with respect to Eurocurrency Revolving Loans) and such interest shall be due and payable on the date when such reimbursement is
payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing
Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.


 






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(i)        Replacement
and Resignation of Issuing Bank.


 


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


 


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


 


(j)        Cover;
Cash Collateralization. If (x) any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives
notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with
LC Exposure representing at least 662/3% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph or (y) the Borrower requests the issuance of an Extended Letter of Credit, the Borrower shall either
(A) cover by arranging for the issuance of one or more standby letters of credit issued by an issuer, and otherwise on terms and
conditions, satisfactory to the Administrative Agent or (B) deposit in an account with the Administrative Agent, in the name of
the Administrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash
equal to 105% of the Dollar Amount of the LC Exposure in respect of such Extended Letter of Credit (in the case of the foregoing
clause (y)) or in the aggregate (in the case of the foregoing clause (x)) as of such date plus accrued and unpaid interest thereon;
provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements
in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the
actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to provide such letter of credit
cover or deposit such cover or cash collateral shall (1) be required by no later than five (5) Business Days prior to the Maturity
Date in the case of an Extended Letter of Credit and (2) become effective immediately, and such cover or deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower
described in Section 7.01(h) or (i). For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using
the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Borrower. Such cover and deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower
hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments
shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse any applicable
Issuing Bank (ratably in the case of more than one Issuing Bank) for LC Disbursements for which it has not been reimbursed and,
to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing
at least 662/3% of the total LC Exposure), be applied to satisfy other Secured Obligations. If the Borrower
is required to provide an amount of letter of credit cover or cash collateral hereunder as a result of the occurrence of an Event
of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after
all such Defaults have been cured or waived.


 






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


 


(l)        Applicability
of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is
issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice
for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply
to each commercial Letter of Credit.


 


(m)      Addition
of Issuing Banks. The Borrower may, at any time and from time to time with the consent of the Administrative Agent and such
Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement. The Letter of Credit
Commitment with respect to such additional Lender shall be subject to the consent of the Administrative Agent, the Borrower and
such Lender. The Administrative Agent may update the Letter of Credit Commitment Schedule from time to time to reflect the addition
of any Issuing Bank. Any Lender designated as an Issuing Bank pursuant to this paragraph (m) shall be deemed to be an “Issuing
Bank” for the purposes of this Agreement (in addition to being a Lender) with respect to Letters of Credit issued by such
Lender.


 






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SECTION 2.07. Funding
of Borrowings. (a) Each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds (i) in the case of Loans
denominated in Dollars, by 11:00 a.m., Chicago time, to the account of the Administrative Agent most recently designated by it
for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage and (ii) in the case
of each Loan denominated in a Foreign Currency, by 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency
Payment Office for such currency and at such Eurocurrency Payment Office for such currency. The Administrative Agent will make
such Loans available in immediately available funds to the Borrower by promptly crediting the amounts so received, in like funds,
to the Funding Account; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.


 


(b)       Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or, in the case
of ABR Revolving Loans, no later than 11:00 a.m., Local Time, on the date of the proposed Borrowing) that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case
of Loans denominated in a Foreign Currency) or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If
such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in
such Borrowing. Nothing in this paragraph (b) shall be deemed to relieve any Lender from any obligation to fund any Loans in accordance
with the terms and conditions hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of
any default by such Lender hereunder.


 


SECTION 2.08. Interest
Elections. (a) Each Borrowing initially shall be
of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type
or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided
in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. 


 


(b)       To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by the time that
a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from
such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall
be signed by the Borrower. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower
to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that does not comply with Section
2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not available under such Borrowing.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)       If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Revolving Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period (i) in the case of a Borrowing denominated in Dollars or Canadian Dollars, such Borrowing shall be converted to an ABR Borrowing
and (ii) in the case of a Borrowing denominated in a Foreign Currency (other than Canadian Dollars) in respect of which the Borrower
shall have failed to deliver an Interest Election Request prior to the third (3rd) Business Day preceding the end of
such Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with
an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing
and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default
is continuing (i) no outstanding Revolving Borrowing denominated in Dollars or Canadian Dollars may be converted to or continued
as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Revolving Borrowing denominated in Dollars or Canadian Dollars
shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) unless repaid, each Eurocurrency
Revolving Borrowing denominated in a Foreign Currency (other than Canadian Dollars) shall automatically be continued as a Eurocurrency
Borrowing with an Interest Period of one month.


 


SECTION 2.09. Termination
and Reduction of Commitments. (a) Unless previously
terminated, the Commitments shall terminate on the Maturity Date.


 


(b)       The
Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued
and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit
(or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or
at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal
to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in
full of all reimbursable expenses and other Secured Obligations together with accrued and unpaid interest thereon.


 






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(c)       The
Borrower may at any time and from time to time reduce the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11,
the Dollar Amount of the Revolving Exposure would exceed the Aggregate Commitment.


 


(d)       The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c)
of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election
and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that
a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall
be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.


 


SECTION 2.10. Repayment
of Loans; Evidence of Debt. (a)The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of
each Revolving Loan on the Maturity Date in the currency of such Revolving Loan.


 


(b)       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 Loan made by such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.


 


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


 


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


 


(e)       Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender
and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).


 






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SECTION 2.11. Prepayment
of Loans. 


 


(a)       The
Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or
penalty (except for break funding payments in accordance with Section 2.16), subject to prior notice in accordance with paragraph
(b) of this Section.


 


(b)       The
Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic mail) of any prepayment hereunder
(i) in the case of prepayment of a Eurocurrency Borrowing, not later than 10:00 a.m., Local Time, three (3) Business Days (in the
case of a Eurocurrency Borrowing denominated in Dollars or Canadian Dollars) or four (4) Business Days (in the case of a Eurocurrency
Borrowing denominated in a Foreign Currency (other than Canadian Dollars)), in each case before the date of prepayment or (ii)
in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m. Local Time, one (1) Business Day before the
date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional
notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such
notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing,
the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in
an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment
of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i)
accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


 


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


 


SECTION 2.12. Fees.
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue
at the Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from
and including the Original Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees
shall be payable on the fifteenth day following the last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur after the Original Effective Date. All commitment
fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). 


 






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(b)       The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations
in Letters of Credit, which shall accrue at the Applicable Rate for performance Letters of Credit or non-performance Letters of
Credit, as applicable, on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date
on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar
Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters
of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the
date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s
standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal
or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees
and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable
on the fifteenth day following such last day, commencing on the first such date to occur after the Effective Date; provided
that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on
which the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


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


 


(d)       All
fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent
(or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees,
to the Lenders. Fees paid shall not be refundable under any circumstances. The Administrative Agent shall make all Exchange Rate
determinations necessary to convert non-Dollar amounts into Dollar amounts prior to the Borrower’s payment thereof.


 


SECTION 2.13. Interest.
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


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


 


(c)       Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus
the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


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


 






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


 


SECTION 2.14. Alternate
Rate of Interest. 


 


(a)       If
at the time that the Administrative Agent shall seek to determine the LIBO Screen Rate on the Quotation Day for any Interest Period
for a Eurocurrency Borrowing, the LIBO Screen Rate shall not be available for such Interest Period and/or for the applicable currency
with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is
not possible to determine the Interpolated Rate (including, without limitation, because the LIBO Screen Rate is not available or
published on a current basis) (which conclusion shall be conclusive and binding absent manifest error), then, (i) if such
Borrowing shall be requested in Dollars or Canadian Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate
Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency (other than Canadian Dollars), the LIBO Rate
shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Borrower
and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however,
that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Borrowings shall
not be available in such Foreign Currency (other than Canadian Dollars).


 


(b)       If
prior to the commencement of any Interest Period for a Eurocurrency Borrowing:


 


    (i)    the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, because
the LIBO Screen Rate is not available or published on a current basis), for a Loan in the applicable currency or for the applicable
Interest Period; or


 


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


 


then the Administrative Agent
shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period, as the case may
be, shall be ineffective and any such Eurocurrency Borrowing shall be repaid or (solely if such Eurocurrency Borrowing is denominated
in Dollars) converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, (ii) if
any Borrowing Request requests a Eurocurrency Borrowing in Dollars or Canadian Dollars, such Borrowing shall be made as an ABR
Borrowing and (iii) if any Borrowing Request requests a Eurocurrency Borrowing in a Foreign Currency (other than Canadian
Dollars), then the LIBO Rate for such Eurocurrency Borrowing shall be the Alternative Rate; provided that if the circumstances
giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.


 






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(c)       If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances
set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth
in clause (b)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public
statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue
publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific
date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator
that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made
a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published
or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which an applicable LIBO Screen Rate for any Agreed Currency
may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall (A) endeavor
to establish an alternate rate of interest to the LIBO Rate for Loans denominated in Dollars, and (B) endeavor to establish an
Alternative Rate as described in clause (a) above for Loans denominated in Agreed Currencies other than Dollars or Canadian Dollars,
in each case, that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated
loans in the United States in Dollars or such Agreed Currency at such time, as applicable and shall enter into an amendment to
this Agreement to reflect such alternate rate or rates of interest and such other related changes to this Agreement as may be applicable
(but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that,
if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement. Notwithstanding anything to the contrary in Section 9.02, any such amendment establishing an alternate rate
of interest for Loans denominated in Dollars shall become effective without any further action or consent of any other party to
this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date of receipt by
the Lenders of a draft of such amendment showing such changes and the alternate rate or rates of interest, a written notice from
the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest or Alternative
Rate, as applicable, shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in
clause (ii) of the first sentence of this Section 2.14(c), only to the extent the LIBO Screen Rate for the applicable Agreed Currency
and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing, and any Borrowing Request
for a Eurocurrency Borrowing in a Foreign Currency (other than Canadian Dollars) shall, in each case, be ineffective and any such
Eurocurrency Borrowing shall be repaid or (solely if such Eurocurrency Borrowing is denominated in Dollars or Canadian Dollars)
converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (y) if any Borrowing
Request requests a Eurocurrency Borrowing in Dollars or Canadian Dollars, such Borrowing shall be made as an ABR Borrowing.


 






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SECTION 2.15. Increased
Costs. (a) If any Change in Law shall:


 


(i)        impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender
(except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;


 


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


 


(iii)      subject
the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made hereunder or under the
other Loan Documents to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan
principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto;


 


and the result of any of the foregoing
shall be to increase the cost to such Person of making, continuing, converting into or maintaining any Loan (or of maintaining
its obligation to make any such Loan) or to increase the cost to such Person of participating in, issuing or maintaining any Letter
of Credit or to reduce the amount of any sum received or receivable by such Person hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Person such additional amount or amounts as will compensate such Person for such
additional costs incurred or reduction suffered.


 


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


 


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


 


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


 






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SECTION 2.16. Break
Funding Payments. In the event of (a) the payment
of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith),
or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the
loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable
to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the
case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and
period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts (and the computation
of any such loss, cost or expense in reasonable detail) that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and 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.


 


SECTION 2.17. Taxes.
(a) Any and all payments by or on account of any obligation of the Borrower hereunder shall (except to the extent required by applicable
law) be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower
shall be required to deduct or withhold any Indemnified Taxes or 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 Administrative Agent, any Lender or any Issuing Bank (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 be entitled to make such deductions or withholdings
and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
applicable law.


 


(b)       In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(c)       The
Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank,
as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) 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 as to the amount of such payment or liability
delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender
or an Issuing Bank, shall be conclusive absent manifest error.


 






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


 


(e)       Each Lender shall deliver to the Borrower and to the Administrative Agent, whenever reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable laws
and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be,
(A) to determine whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) to
determine, if applicable, the required rate of withholding or deduction and (C) to establish such Lender’s entitlement
to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender
pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding Tax purposes in an
applicable jurisdiction. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements. If any form, certification or other documentation provided by a Lender
pursuant to this Section 2.17(e) (including any of the specific documentation described below) expires or becomes obsolete or
inaccurate in any respect, such Lender shall promptly notify the Borrower and the Administrative Agent in writing and
shall promptly update or otherwise correct the affected documentation or promptly notify the Borrower and the Administrative
Agent in writing that such Lender is not legally eligible to do so. Without limiting the generality of the foregoing,


 


        (i)  any
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the
Borrower and the Administrative Agent duly completed and executed originals of IRS Form W-9 or such other documentation or information
prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent (in such number of signed originals
as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and
from time to time thereafter upon request of the Borrower or the Administrative Agent) as will enable the Borrower or the Administrative
Agent, as the case may be, to determine whether or not such Lender is subject to U.S. federal backup withholding Tax or information
reporting requirements; and


 


        (ii)  each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal
withholding Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative
Agent (in such number of signed originals 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 Administrative
Agent), duly completed and executed copies of whichever of the following is applicable:


 


(A)  IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable, (or any successor thereto) claiming eligibility for benefits of an income tax treaty
to which the United States is a party,


 






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(B)  IRS Form
W-8ECI (or any successor thereto) claiming that specified payments (as applicable) under this Agreement or any other Loan Documents
(as applicable) constitute income that is effectively connected with such Foreign Lender’s conduct of a trade or business
in the United States,


 


(C)  in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Sections 881(c) or 871(h) of the Code
(the “Portfolio Interest Exemption”), (x) a certificate (a “Tax Status Certificate”) in form
and substance reasonably satisfactory to the Administrative Agent and the Borrower to the effect that such Foreign Lender (I) is
not a “bank” for purposes of Section 881(c)(3)(A) of the Code, (II) is not a 10-percent shareholder of the Borrower
for purpose of Section 881(c)(3)(B) of the Code and (III) is not a controlled foreign corporation related to the Borrower for the
purposes of Section 881(c)(3)(C) of the Code and (y) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or any successor thereto),


 


(D)  where
such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender
has sold a participation), IRS Form W-8IMY accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-9 (or,
in each case, any successor thereto) and all required supporting documentation from each beneficial owner, as applicable (including,
where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status
Certificate of such beneficial owner(s) provided that, if the Foreign Lender is a partnership and not a participating Lender, the
Tax Status Certificate from the beneficial owner(s) may be provided by the Foreign Lender on behalf of the beneficial owner(s)),
or


 


(E)  any other
form prescribed by applicable laws as a basis for claiming exemption from or a reduction in United States federal withholding Tax
together with such supplementary documentation as may be prescribed by applicable laws to permit the Borrower or the Administrative
Agent to determine the withholding or deduction required to be made.


 


(f)       If
a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or
to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(g)       Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes
or Other Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative
Agent for such Indemnified Taxes and Other Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes
attributable to such Lender's failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under
any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to
the Administrative Agent under this Section 2.17(g).


 






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(h)       If
the Administrative Agent or a Lender determines, in its sole discretion, exercised in good faith, 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 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender 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 Administrative 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) pursuant to this Section 2.17(h) to the Administrative Agent or
such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.
This Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any
other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.


 


SECTION 2.18. Payments
Generally; Allocation of Proceeds; Sharing of Set-offs.
(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments
denominated in Dollars, 11:00 a.m., Chicago time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon,
Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case, on the
date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes
of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event
was made and (ii) to the Administrative Agent at its offices at 10 South Dearborn Street, 7th floor, Chicago, Illinois
60603 or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Eurocurrency Payment
Office for such currency, except payments to be made directly to an Issuing Bank as expressly provided herein and except that payments
pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent
shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after
the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which
issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”)
no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such
Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars
in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties
hereto that the Borrower take all risks of the imposition of any such currency control or exchange regulations.


 






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(b)       Any
proceeds of Collateral received by the Administrative Agent (i) constituting a specific payment of principal, interest, fees or
other sum payable under the Loan Documents shall be applied as specified by the Borrower, so long as no Event of Default has occurred
and is continuing and (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the
Required Lenders so direct (provided that no such election or direction shall be required if the Commitments have terminated and
the Loans have become due and payable), such funds shall be applied ratably first, to pay any fees, indemnities, or expense
reimbursements including amounts then due to the Administrative Agent and any Issuing Bank from the Borrower, second, to
pay any fees or expense reimbursements then due to the Lenders from the Borrower, third, to pay interest then due and payable
on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and any other amounts owing
with respect to Banking Services Obligations and Swap Obligations ratably, fifth, to pay an amount to the Administrative
Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the
aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations and sixth, to the payment
of any other Secured Obligation due to the Administrative Agent or any Lender by the Borrower. Notwithstanding the foregoing, amounts
received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything
to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the
Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan, except (a) on the expiration
date of the Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there are
no outstanding ABR Loans and, in any event, the Borrower shall pay the break funding payment required in accordance with Section
2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any
and all such proceeds and payments to any portion of the Secured Obligations.


 


(c)       At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under
the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower
pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower
maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing
for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under
the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed
to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit
account of the Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes
due hereunder or any other amount due under the Loan Documents.


 


(d)       If
any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of
or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion
of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received
by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in
the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored
to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to
any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate 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 set-off 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.


 






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(e)       Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact
made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation (including, without limitation the Overnight Foreign Currency Rate in the case of Loans denominated
in a Foreign Currency).


 


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


 


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


 


(b)       If
(i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes
a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall
not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation
or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver
by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
Each party hereto agrees that (i) an assignment required pursuant to this paragraph or in connection with the replacement of a
Non-Consenting Lender under Section 9.02(e) may be effected pursuant to an Assignment and Assumption executed by the Borrower,
the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption
by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants),
and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and
shall be deemed to have consented to be bound by the terms thereof; provided that, following the effectiveness of any such
assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment
as reasonably requested by the applicable Lender; provided further that any such documents shall be without recourse to
or warranty by the parties thereto.


 






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SECTION 2.20. Defaulting
Lenders. Notwithstanding any provision
of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so
long as such Lender is a Defaulting Lender:


 


(a)       fees
shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)       any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing
Bank hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this
Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any
Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined
by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit
account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations
with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting
Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to
the payment of any amounts owing to the Lenders, the Issuing Banks as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, the Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default
exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained
by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement
or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements
in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the
related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such
payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as
all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s
LC Exposure are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below.
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto;


 






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


 


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


 


		(i)	all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to
any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Commitment;



 


		(ii)	if the reallocation described in clause (i) above cannot, or can only partially, be effected,
the Borrower shall within two (2) Business Days following notice by the Administrative Agent, cash collateralize for the benefit
of the applicable Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure
(after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth
in Section 2.06(j) for so long as such LC Exposure is outstanding;



 


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



 


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



 


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



 






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(e)       so
long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit,
unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered
by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section
2.20(d), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.20(d)(i) (and such Defaulting Lender shall not participate therein).


 


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


 


In the event that the
Administrative Agent, the Borrower and the Issuing Banks each agrees that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion
of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as
the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable
Percentage.


 


SECTION 2.21. Judgment
Currency. If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due from the Borrower hereunder in the currency expressed to be payable herein (the
 “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively
do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent
could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on
the Business Day preceding that on which final, non-appealable judgment is given. The obligations of the Borrower in respect of
any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative
Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as
the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency.
If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent,
as the case may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against
such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the
Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result
of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative
Agent, as the case may be, agrees to remit such excess to such Borrower.


 






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ARTICLE
III


 


Representations and Warranties


 


The Borrower represents
and warrants to the Lenders that:


 


SECTION 3.01. Organization;
Powers. Each Loan Party is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to
carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction
where such qualification is required.


 


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


 


SECTION 3.03. Governmental
Approvals; No Conflicts. The Transactions (a) do
not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except
such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant
to the Loan Documents, (b) will not violate any Requirement of Law applicable to the Borrower or any of its Subsidiaries, (c) will
not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries
or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries,
and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except
Liens created pursuant to the Loan Documents.


 


SECTION 3.04. Financial
Condition; No Material Adverse Change. (a) The Borrower
has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows
(i) as of and for the fiscal years ended December 31, 2017 and December 31, 2018 reported on by Ernst & Young LLP, independent
public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2019, certified
as to the matters set forth in the immediately following sentence by a Financial Officer on behalf of the Borrower. Such financial
statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments
and the absence of footnotes in the case of the statements referred to in clause (ii) above.


 


(b)       Since
December 31, 2018, there has been no material adverse change in the business, assets, property or financial condition of the Borrower
and its Subsidiaries, taken as a whole.


 


SECTION 3.05. Properties.
(a) Each of the Loan Parties has good title to, or valid leasehold interests in, all its real and personal property (except for
defects in title that do not materially interfere with its ability to conduct its business or to utilize such properties for their
intended purposes) free of all Liens other than those permitted by Section 6.02.


 





 



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(b)       The
Loan Parties own, or are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary
to their business as currently conducted, and the use thereof by the Loan Parties does not infringe in any material respect upon
the rights of any other Person.


 


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


 


(b)       Except
for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, none of the Borrower or any of its Subsidiaries (i) has received notice of
any claim with respect to any Environmental Liability, (ii) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any Environmental Law, or (iii) has become subject
to any Environmental Liability.


 


(c)       Since
the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse Effect.


 


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


 


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


 


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


 


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


 


SECTION 3.11. Disclosure.
(a) The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements,
certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished)
or delivered hereunder contains any material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected
financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time delivered.


 



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


 


SECTION 3.12. Solvency.
(a) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of
the Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present
fair saleable value of the property of the Borrower will be greater than the amount that will be required to pay the probable liability
of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute
and matured; (iii) the Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (iv) the Borrower will not have unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.


 


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


 


SECTION 3.13. Insurance.  The
Borrower maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance
on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering
such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating
in the same or similar locations.


 


SECTION 3.14. Capitalization
and Subsidiaries. Schedule 3.14 sets forth
(a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries,
(b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such
issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons
identified on Schedule 3.14, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued
and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such
ownership interests) duly authorized and issued and is fully paid and non-assessable.


 


SECTION 3.15. Security
Interest in Collateral. The provisions of this Agreement
and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit
of the Holders of Secured Obligations, and, in the case Liens which can be perfected by the filing of UCC financing statements,
upon the filing of the financing statements identified in Schedule 3.15, such Liens constitute perfected and continuing
Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties,
and having priority over all other Liens on the Collateral except in the case of (a) any Liens permitted under Section 6.02
and (b) Liens perfected only by possession or control to the extent the Administrative Agent has not obtained or does not
maintain possession or control of such Collateral in accordance with applicable law.


 



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SECTION 3.16. Labor
Disputes. As of the Effective Date, there are no
strikes, lockouts or slowdowns against the Borrower or any Subsidiary pending or, to the knowledge of the Borrower, threatened.
There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower
or any of its Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect, or (ii) that involve this Agreement or the Transactions.


 


SECTION 3.17. No Default.
No Default has occurred and is continuing.


 


SECTION 3.18. Anti-Corruption
Laws and Sanctions. 


 


(a)       The
Borrower, its Subsidiaries, and their respective directors, officers and employees are in compliance with all applicable Sanctions
in all material respects. The Borrower and its Subsidiaries have instituted and maintain policies and procedures designed to ensure
compliance with applicable Sanctions.


 


(b)       None
of the Borrower, any Subsidiary, or, to the knowledge of Borrower, any of their respective directors, officers, or employees, is
an individual or entity that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or
enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member
state, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”)
or (ii) located, organized, or resident in a country or territory that is subject of Sanctions, including Crimea, Cuba, Iran, North
Korea, and Syria.


 


SECTION 3.19. EEA
Financial Institutions. No Loan Party is an EEA Financial
Institution.


 


SECTION 3.20. Plan
Assets; Prohibited Transactions. None of the Borrower
or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations),
and, assuming that no portion of any Loan is funded or held with “plan assets” (within the meaning of the Plan Asset
Regulations) neither the execution, delivery nor performance of the Transactions, including the making of any Loan and the issuance
of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under (i) Section 406(a) of ERISA or Section
4975(c)(1)(A)-(D) of the Code, or (ii) to the knowledge of the Borrower, Section 4.06(b) of ERISA or Section 4975(c)(E) or (F)
of the Code.


 


SECTION 3.21. Covered
Entity. No Loan Party is a Covered
Entity.


  


ARTICLE
IV


 


Conditions


 


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


 


(a)       Credit
Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either
(A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments
and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement
and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order
of each such requesting Lender, all in form and substance satisfactory to the Administrative Agent and its counsel and as further
described in the list of closing documents attached as Exhibit B.


 



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(b)       Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower for
the 2017 and 2018 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarter
ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which
such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative
Agent, reflect any material adverse change in the consolidated financial condition of the Borrower, as reflected in the financial
statements or projections contained in the Information Memorandum and (iii) satisfactory projections through 2023.


 


(c)       No
Default Certificate. The Administrative Agent shall have received a certificate, signed by the chief financial officer of the
Borrower, on the initial Borrowing date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations
and warranties contained in Article III are true and correct as of such date, and (iii) certifying any other factual matters as
may be reasonably requested by the Administrative Agent.


 


(d)       Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices
have been presented (including the reasonable fees and expenses of legal counsel to the Administrative Agent), on or before the
Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding
instructions given by the Borrower to the Administrative Agent on or before the Effective Date.


 


(e)       Lien
Searches. The Administrative Agent shall have received the results of a recent lien search of the Uniform Commercial Code records
of each jurisdiction and office identified on Schedule 3.15, and such search shall reveal no liens on any of the assets
of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a pay-off
letter or other documentation satisfactory to the Administrative Agent.


 


(f)       Customer
Due Diligence. (i) The Administrative Agent shall have received, at least five days prior to the Effective Date, all documentation
and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act, and (ii) to the extent the Borrower qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has
requested, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification
(provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth
in this clause (ii) shall be deemed to be satisfied).


 


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


 






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


 


SECTION 4.02. Each
Credit Event. The obligation of each Lender to make
(but not convert, continue or extend) a Loan (other than a Loan which refinances a LC Disbursement in accordance with Section 2.06(e)),
and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following
conditions:


 


(a)       The
representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the date of such
Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that
any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct as of
such earlier date, or, after prior notice to the Administrative Agent, is untrue or incorrect as a result of transactions permitted
by the Loan Documents.


 


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


 


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


 


ARTICLE
V


 


Affirmative Covenants


 


Until the Commitments
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired, terminated, been cash collateralized or otherwise covered by letters of credit
as permitted herein and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


SECTION 5.01. Financial
Statements and Other Information. The Borrower will
furnish to the Administrative Agent and each Lender:


 


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


 


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


 






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(c)       concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of the Borrower executed on its behalf of
a Financial Officer in substantially the form of Exhibit D (i) certifying, in the case of the financial statements delivered
under clause (b), as presenting fairly in all material respects the financial condition and results of operations of the Borrower
and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably
detailed calculations demonstrating compliance with Section 6.12 and (iv) stating whether any change in GAAP or in the application
thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has
occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(d)       as
soon as available (following approval by the Borrower’s board of directors, if such approval is obtained in the ordinary
course), but in any event not more than 120 days after the end of each fiscal year of the Borrower, a copy of the plan and forecast
(including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Borrower
for the upcoming fiscal year (and, in the case of projected income statements, for each quarter of the upcoming fiscal year) substantially
in form of the projections delivered pursuant to Section 4.01(b);


 


(e)       promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials distributed
by the Borrower to its shareholders generally, as the case may be; and


 


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


 


Documents required to be delivered pursuant
to Section 5.01(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be
delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials
are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR); 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
Administrative Agent have access (whether a commercial, third-party website or whether made available by the Administrative Agent);
provided that upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower,
the Borrower shall deliver paper copies of such documents to the Administrative Agent or such Lender until a written request to
cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation
to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible
for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its copies
of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper
copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent.


 






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SECTION 5.02. Notices
of Material Events. The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:


 


(a)       the
occurrence of any Default;


 


(b)       the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting
the Borrower or any Affiliate thereof that has a reasonable possibility of an adverse determination and that, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect;


 


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


 


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


 


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


 


Each notice delivered under this Section
shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03. Existence;
Conduct of Business. The Borrower will, and will
cause each of its Material Subsidiaries to, (a) do or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations,
intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority
to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.


 


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


 


SECTION 5.05. Maintenance
of Properties. The Borrower will, and will cause
each of its Material Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order
and condition, ordinary wear and tear excepted.


 






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SECTION 5.06. Books
and Records; Inspection Rights. The Borrower will,
and will cause each of its Subsidiaries to, (i) keep proper books of record and account in accordance with prudent practices
and (ii) permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to
visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.
The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute
to the Lenders certain reports pertaining to the assets for internal use by the Administrative Agent and the Lenders. The Administrative
Agent agrees to use reasonable efforts to minimize, to the extent practicable and so long as no Default has occurred and is continuing,
the number of separate requests from the Lenders to exercise their rights under this Section 5.06 and to coordinate the exercise
by the Lenders of such rights.


 


SECTION 5.07. Compliance
with Laws. The Borrower will, and will cause each
of its Subsidiaries to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain
in effect and enforce in all material respects policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries
and their respective directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08. Use
of Proceeds. The proceeds of the Loans and the Letters
of Credit will be used to refinance certain existing Indebtedness, finance Permitted Acquisitions, Permitted Joint Ventures, working
capital needs and for other general corporate purposes (including, without limitation, repurchases by the Borrower of its Equity
Interests to the extent permitted under this Agreement) of the Borrower and its Subsidiaries. No part of the proceeds of any Loan
and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations
of the Federal Reserve Board, including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit,
and Borrower shall not use, and the Borrower shall ensure that its Subsidiaries and its or their respective directors, officers,
employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit 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. The Borrower will not, directly or indirectly, use the proceeds of the Loans or Letters of Credit, or lend, contribute, or
otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person, (i) to fund any activities or
business of or with any Person or in any country or territory, that, at the time of such funding, is the subject of Sanctions,
or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in
the Loans or Letters of Credit, whether as Administrative Agent, Lender, or otherwise).


 


SECTION 5.09. Insurance.
The Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable carriers (a) insurance
in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit;
theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability)
and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrower will
furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.
Within thirty (30) days after the Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole
discretion), the Borrower shall deliver to the Administrative Agent endorsements (x) to all “All Risk” physical damage
or casualty insurance policies in respect of Collateral naming the Administrative Agent as lender loss payee, and (y) to all general
liability and other liability policies naming the Administrative Agent an additional insured. In the event the Borrower or any
of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein
or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations
or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain
such policies of insurance and pay such premiums and take any other action with respect thereto which the Administrative Agent
deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided
in this Agreement.


 






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SECTION 5.10. Casualty
and Condemnation. The Borrower will furnish to the
Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage (to the extent representing
a loss of in excess of $1,000,000 per occurrence to any property) or the commencement of any action or proceeding for the taking
of any property of the Loan Parties or interest therein (with a value in excess of $1,000,000 per action or proceeding) under power
of eminent domain or by condemnation or similar proceeding.


 


SECTION 5.11. Subsidiary
Guarantors; Pledges; Additional Collateral; Further Assurances.
(a)As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative
Agent) after any Person becomes a Material Subsidiary, the Borrower shall provide the Administrative Agent with written notice
thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such
Material Subsidiary to deliver to the Administrative Agent the Subsidiary Guaranty and the Security Agreement pursuant to which
such Material Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and Security Agreement
to be accompanied by appropriate corporate resolutions, other corporate documentation and, if requested by the Administrative Agent
in its reasonable discretion, legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its
counsel.


 


(b)       The
Borrower will cause, and will cause each other Loan Party to cause, all of its owned property (constituting personal, tangible,
intangible, or mixed, but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of
the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance
with and to the extent required by the terms and conditions of the Collateral Documents, subject in any case to Liens permitted
by Section 6.02. Without limiting the generality of the foregoing, the Borrower (i) will cause the Applicable Pledge Percentage
of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Borrower or any other Loan Party
to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations
in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative
Agent shall reasonably request and (ii) will, and will cause each Subsidiary Guarantor to, deliver deposit account control agreements
or blocked account agreements with respect to deposit accounts maintained by, the Borrower or such Subsidiary Guarantor to the
extent, and within such time period as is, reasonably required by the Administrative Agent, in each case in accordance with the
terms and conditions of the Security Agreement. In furtherance of the foregoing, upon the request of the Administrative Agent in
its reasonable discretion, the Borrower will, and will cause each Subsidiary Guarantor to, deliver local law governed pledge documentation
(x) at any time, in respect of the Applicable Pledge Percentage of the issued and outstanding Equity Interests of any Pledge Subsidiary
that is a Material Foreign Subsidiary and (y) upon the occurrence and during the continuance of an Event of Default, in respect
of the Applicable Pledge Percentage of the issued and outstanding Equity Interests of any Pledge Subsidiary that is a First Tier
Foreign Subsidiary.


 


(c)       Without
limiting the foregoing, the Borrower will, and will cause each Loan Party to, execute and deliver, or cause to be executed and
delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further
actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of
the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time
to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure
perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.


 






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(d)       Notwithstanding
the foregoing or anything else in this Agreement to the contrary, no Permitted Joint Venture shall be required to become a Subsidiary
Guarantor or Pledge Subsidiary hereunder.


 


(e)       The
Borrower will provide to the Administrative Agent, from time to time or concurrently with the delivery of the certificate of a
Financial Officer of the Borrower as required by Section 5.01(c), an updated version of Schedule 3.14 (provided that if
there have been no changes to Schedule 3.14 since the previous updating thereof required hereby, such updated version shall
not be required). For the avoidance of doubt, such updated Schedule 3.14 shall not be understood to permit any action prohibited
hereunder or constitute a waiver of any provision contained herein.


 


(f)       The
Borrower will provide to the Administrative Agent, concurrently with the delivery of an executed supplement to the Security Agreement
by any new grantor thereunder, a supplement to Schedule 3.15 reflecting the financing statement(s) naming such new grantor
as debtor prepared for filing in connection therewith. For the avoidance of doubt, such supplement to Schedule 3.15 shall
not be understood to permit any action prohibited hereunder or constitute a waiver of any provision contained herein.


 


ARTICLE
VI


 


Negative Covenants


 


Until the Commitments
have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under
any Loan Document have been paid in full and all Letters of Credit have expired, terminated, been cash collateralized or otherwise
covered by letters of credit as permitted herein and all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:


 


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


 


(a)       the
Secured Obligations;


 


(b)       Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof;


 


(c)       Indebtedness
of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, provided that Indebtedness
of any Subsidiary that is not a Loan Party to the Borrower or any Subsidiary that is a Loan Party shall be subject to Section 6.04;


 


(d)       Guarantees
by the Borrower of Indebtedness of any Subsidiary or Permitted Joint Venture and by any Subsidiary of Indebtedness of the Borrower
or any other Subsidiary or Permitted Joint Venture, provided that (i) the Indebtedness so Guaranteed is permitted by this
Section 6.01 and (ii) Guarantees by the Borrower or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that
is not a Loan Party or of any Permitted Joint Venture shall be subject to Section 6.04;


 






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(e)       Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition, construction, improvement, alteration or repair of any fixed
or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition
thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount
thereof; provided that (i) such Indebtedness is incurred (A) prior to or within 365 days after such acquisition or the completion
of such construction, improvement, alteration or repair and (ii) the aggregate principal amount of Indebtedness permitted by this
clause (e) shall not exceed $100,000,000 at any time outstanding;


 


(f)        Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or
liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary
course of business;


 


(g)       Indebtedness
of the Borrower or any Subsidiary in respect of Bonding Obligations;


 


(h)       Indebtedness
under any Swap Agreement entered into for bona fide hedging purposes and not for speculative or investment purposes;


 


(i)        Indebtedness
constituting Affiliated Subordinated Debt; provided that the aggregate principal amount of Indebtedness permitted by this
clause (i) shall not exceed $20,000,000 at any time outstanding;


 


(j)        Indebtedness
constituting Unaffiliated Subordinated Indebtedness; and


 


(k)       other
unsecured Indebtedness in an aggregate principal amount not exceeding 5% of Consolidated Net Worth (as of the most recently ended
fiscal year and determined at the time of incurring such Indebtedness by reference to the Borrower’s financial statements
most recently delivered pursuant to Section 5.01(a) or, if prior to the date of the delivery of the first financial statements
to be delivered pursuant to Section 5.01(a), the most recent financial statements referred to in Section 3.04(a)) at any time outstanding.


 


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


 


(a)       Liens
created pursuant to any Loan Document;


 


(b)       Permitted
Encumbrances;


 


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


 






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(d)       Liens
on assets acquired, constructed, improved, altered or repaired by the Borrower or any Subsidiary; provided that (i) such security
interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured
thereby are incurred prior to or within 365 days after such acquisition or the completion of such construction, improvement, alteration
or repair, (iii) the principal amount of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing,
improving, altering or repairing such assets and (iv) such security interests shall not apply to any other property or assets
of the Borrower or Subsidiary (other than, in respect of any lease, under any one or more master lease agreements with same lessor
or an Affiliate thereof);


 


(e)       any
Lien existing on any property or asset (other than accounts receivable and inventory) prior to the acquisition thereof by the Borrower
or any Subsidiary or existing on any property or asset (other than accounts receivable and inventory) of any Person that becomes
a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii)
such Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations
which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be;


 


(f)        Liens
of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in
the relevant jurisdiction covering only the items being collected upon;


 


(g)       Liens
arising out of sale and leaseback transactions permitted by Section 6.06;


 


(h)       Liens
granted by a Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness owed
by such Subsidiary; and


 


(i)        Liens
granted by a Loan Party in Equity Interests in a Permitted Joint Venture (including associated proceeds thereof).


 


Notwithstanding the foregoing, none of
the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) accounts receivable, other
than those permitted under clauses (a) and (d) of the definition of Permitted Encumbrance and clause (a) above and (2) inventory,
other than those permitted under clauses (a), (b) and (d) of the definition of Permitted Encumbrance and clause (a) above.


 


SECTION 6.03. Fundamental
Changes. (a) The Borrower will not, and will not
permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction
in which the Borrower is the surviving corporation, (ii) any Loan Party (other than the Borrower) may merge into any Loan Party
in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or
dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower
and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly
owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 and (iv) the Borrower
and its Subsidiaries may consummate Permitted Acquisitions.


 


(b)       The
Borrower will not, nor will it permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted
by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.


 






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


 


(a)       Permitted
Investments and Permitted Acquisitions;


 


(b)       investments
in existence on the date of this Agreement and described in Schedule 6.04;


 


(c)       investments
by the Borrower and the Subsidiaries (other than Permitted Joint Ventures) in Equity Interests in their respective Subsidiaries
(other than Permitted Joint Ventures), provided that (A) any such Equity Interests held by a Loan Party shall be pledged
pursuant to the Security Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in
Section 5.11) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries (other than Permitted Joint Ventures)
that are not Loan Parties (together with outstanding intercompany loans permitted under the proviso to Section 6.04(d) and outstanding
Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $1,000,000 at any time outstanding;


 


(d)       loans
or advances made by the Borrower to any Subsidiary (other than Permitted Joint Ventures), Guarantees by the Borrower of the obligations
(other than Indebtedness) of any Subsidiary (other than Permitted Joint Ventures), loans or advances made by any Subsidiary (other
than Permitted Joint Ventures) to the Borrower or to any other Subsidiary (other than Permitted Joint Ventures), or Guarantees
by any Subsidiary (other than Permitted Joint Ventures) of the obligations (other than Indebtedness) of the Borrower or of any
Subsidiary (other than Permitted Joint Ventures), provided that the amount of such loans and advances made by Loan Parties
to, or Guarantees made by Loan Parties of the obligations of, Subsidiaries that are not Loan Parties (together with outstanding
investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso
to Section 6.04(e)) shall not exceed $1,000,000 at any time outstanding;


 


(e)       Guarantees
constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries
(other than Permitted Joint Ventures) that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding
investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under the
proviso to Section 6.04(d)) shall not exceed $1,000,000 at any time outstanding;


 


(f)        loans
or advances made by the Borrower or any Subsidiary to its employees on an arms-length basis in the ordinary course of business
consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of
$500,000 in the aggregate at any one time outstanding;


 


(g)       investments
of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower
or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in
contemplation of such Person becoming a Subsidiary or of such merger;


 






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(h)       investments
received in connection with the dispositions of assets permitted by Section 6.05;


 


(i)        investments
constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;


 


(j)        (i) acquisitions,
formation or ownership of Equity Interests in one or more Permitted Joint Ventures or First Tier Foreign Subsidiaries, (ii) Guarantees
of the obligations of one or more Permitted Joint Ventures or First Tier Foreign Subsidiaries or (iii) investments in, or
loans or advances to, one or more Permitted Joint Ventures or First Tier Foreign Subsidiaries; provided that upon the making
of any such investment, loan or advance, the positive difference, if any, between (x) the aggregate of all cash that has been invested
in, or loaned or advanced to, Permitted Joint Ventures and First Tier Foreign Subsidiaries minus (y) the aggregate of all
cash payments or repayments of loans or advances that have been received from Permitted Joint Ventures and First Tier Foreign Subsidiaries
as of such date, shall not in the aggregate exceed 30% of Consolidated Net Worth (calculated as of the most recently ended fiscal
quarter and determined at the time of making such investment, loan or advance by reference to the Borrower’s financial statements
most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements
to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)); and


 


(k)       any
other investment, loan or advance (other than acquisitions) so long as the aggregate amount of all such investments, loans or advances
does not exceed 7.5% of Consolidated Net Worth (in each case as of the most recently ended fiscal quarter and determined at the
time of making such investment by reference to the Borrower’s financial statements most recently delivered pursuant to Section
5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a)
or (b), the most recent financial statements referred to in Section 3.04(a)). For the avoidance of doubt, the investments, loans
and advances permitted under this clause (k) are separate from, and in addition to, the other investments, loans, advances, guarantees
and acquisitions permitted under the foregoing clauses (a)-(j).


 


SECTION 6.05. Asset
Sales. The Borrower will not, and will not permit
any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will
the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another
Subsidiary in compliance with Section 6.04), except:


 


(a)       sales,
transfers, leases and dispositions of (i) inventory in the ordinary course of business, (ii) used, obsolete, worn out or surplus
equipment or property in the ordinary course of business and (iii) any equipment or property subject to any lease or right-of-use
agreement entered into in the ordinary course of business, in accordance with the terms of such agreement;


 


(b)       sales,
transfers, leases and dispositions to the Borrower or any Subsidiary, provided that any such sales, transfers or dispositions involving
a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.08;


 


(c)       sales,
transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;


 


(d)       sales,
transfers and dispositions of investments permitted by clauses (i) and (k) of Section 6.04;


 


(e)       sale
and leaseback transactions permitted by Section 6.06;


 






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(f)       dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of the Borrower or any Subsidiary; and


 


(g)       sales,
transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary
are sold) that are not permitted by any other paragraph of this Section, provided that the aggregate fair market value of
all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (g) shall not exceed $7,500,000 during any
fiscal year of the Borrower.


 


SECTION 6.06. Sale
and Leaseback Transactions. The Borrower will not,
and will not permit any Subsidiary to, without the prior written consent of the Administrative Agent, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially
the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets or equipment
by the Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or
capital asset or equipment; provided that the net book value of the assets that are the subject of any such transaction
(excluding any such transaction solely between Loan Parties) shall not, in the aggregate, when taken together with the aggregate
net book value (determined at the time of the consummation of the instant transaction) of the assets that are the subject of all
other such transactions then outstanding, exceed $50,000,000.


 


SECTION 6.07. Restricted
Payments; Certain Payments of Indebtedness. (a) The
Borrower will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Borrower may declare and pay dividends
with respect to its Equity Interest payable solely in additional units of its Equity Interests, (ii) Subsidiaries of the Borrower
may declare and pay dividends ratably with respect to their Equity Interests, and (iii) the Borrower may make any other Restricted
Payments so long as (A) no Event of Default has then occurred and is continuing or would arise after giving effect thereto, (B)
at the time thereof and after giving pro forma effect thereto, the Leverage Ratio (as calculated pursuant to Section 6.12(b)) is,
and would be, less than 2.50 to 1.0 and (C) at the time thereof and after giving pro forma effect thereto, the Liquidity of the
Borrower and its Subsidiaries is, and would be, equal to or greater than $50,000,000. For the avoidance of doubt, this Section
6.07 shall not limit any issuances of securities or other payments with respect to any Equity Interests in connection with employment
agreements, stock options and stock ownership plans entered into by employees, officers and directors of the Borrower or its Subsidiaries
and as otherwise permitted under this Agreement.


 


(b)       The
Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness,
or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:


 


(i)       payment
of Indebtedness created under the Loan Documents;


 


(ii)      any
payment in respect of Affiliated Subordinated Debt to the extent such payment is made from funds permitted to be paid as a Restricted
Payment pursuant to Section 6.07(a)(iii) and otherwise in conformity with the terms of subordination applicable thereto;


 






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(iii)     any
payment in respect of Unaffiliated Subordinated Indebtedness made in accordance with the Unaffiliated Subordinated Indebtedness
Documents and Section 6.10;


 


(iv)     payment
of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect
of the Subordinated Indebtedness prohibited by the subordination provisions thereof;


 


(v)      refinancings
of Indebtedness to the extent permitted by Section 6.01; and


 


(vi)     payment
of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness.


 


SECTION 6.08. Transactions
with Affiliates. The Borrower will not, and will
not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire
any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions
that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to the Borrower
or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between
or among any Loan Party and any Pledge Subsidiary not involving any other Affiliate, (c) any investment, loan, advance or Guarantee
permitted by Sections 6.04(c), 6.04(d) or 6.04(j), (d) any Indebtedness permitted under Section 6.01(c) or (i), (e) any Restricted
Payment permitted by Section 6.07, (f) loans or advances to employees permitted under Section 6.04, (g) the payment of reasonable
fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and
employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower
or its Subsidiaries in the ordinary course of business and (h) any issuances of securities or other payments, awards or grants
in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans
approved by the Borrower’s board of directors.


 


SECTION 6.09. Restrictive
Agreements. The Borrower will not, and will not permit
any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit to
exist any Lien upon any of its property or assets (other than any Lien permitted by Section 6.02), or (b) the ability of any Subsidiary
to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to
the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness
and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.


 






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SECTION 6.10. Unaffiliated
Subordinated Indebtedness and Amendments to Unaffiliated Subordinated Indebtedness Documents.
The Borrower will not, and will not permit any Subsidiary to, directly or indirectly voluntarily prepay, defease or in substance
defease, purchase, redeem, retire or otherwise acquire, any Unaffiliated Subordinated Indebtedness or any Indebtedness from time
to time outstanding under the Unaffiliated Subordinated Indebtedness Documents. Furthermore, the Borrower will not, and will not
permit any Subsidiary to, amend the Unaffiliated Subordinated Indebtedness Documents or any document, agreement or instrument evidencing
any Indebtedness incurred pursuant to the Unaffiliated Subordinated Indebtedness Documents (or any replacements, substitutions,
extensions or renewals thereof) or pursuant to which such Indebtedness is issued where such amendment, modification or supplement
provides for the following or which has any of the following effects:


 


(a)       increases
the overall principal amount of any such Indebtedness or increases the amount of any single scheduled installment of principal
or interest;


 


(b)       shortens
or accelerates the date upon which any installment of principal or interest becomes due or adds any additional mandatory redemption
provisions;


 


(c)       shortens
the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness;


 


(d)       increases
the rate of interest accruing on such Indebtedness;


 


(e)       provides
for the payment of additional fees or increases existing fees;


 


(f)       amends
or modifies any financial or negative covenant (or covenant which prohibits or restricts the Borrower or any Subsidiary from taking
certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower or such Subsidiary
or which is otherwise materially adverse to the Borrower, any Subsidiary and/or the Lenders or, in the case of any such covenant,
which places material additional restrictions on the Borrower or such Subsidiary or which requires the Borrower or such Subsidiary
to comply with more restrictive financial ratios or which requires the Borrower to better its financial performance, in each case
from that set forth in the existing applicable covenants in the Unaffiliated Subordinated Indebtedness Documents or the applicable
covenants in this Agreement; or


 


(g)       amends,
modifies or adds any affirmative covenant in a manner which (i) when taken as a whole, is materially adverse to the Borrower, any
Subsidiary and/or the Lenders or (ii) is more onerous than the existing applicable covenant in the Unaffiliated Subordinated Indebtedness
Documents or the applicable covenant in this Agreement.


 


SECTION 6.11. [Reserved].



 


SECTION 6.12. Financial
Covenants.


 


(a)       Interest
Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio, determined as of the end of each of its fiscal quarters
for any period of four consecutive fiscal quarters ending with the end of such fiscal quarter, to be less than 3.0 to 1.0.


 


(b)       Leverage
Ratio. The Borrower will not permit the Leverage Ratio, determined as of the end of each of its fiscal quarters for any period
of four consecutive fiscal quarters ending with the end of such fiscal quarter, to be greater than 3.0 to 1.0; provided
that the reimbursement obligations of the account party in respect of Letters of Credit with a maturity of one year or less (in
an aggregate principal amount not to exceed the amount of Consolidated EBITDA for such period as of the end of such fiscal quarter)
shall not be included in determining Consolidated Total Indebtedness for calculating the Leverage Ratio in accordance with this
clause (b).


 






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ARTICLE
VII


 


Events of Default


 


SECTION 7.01. Events
of Default.The following events shall each constitute
an “Event of Default” hereunder:


 


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


 


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


 


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


 


(d)       the
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect
to the Borrower’s existence), 5.08 or 5.11 or in Article VI or in Article X;


 


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


 


(f)        the
Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;


 


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


 


(h)       an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part
of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall be entered;


 






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(i)        the
Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Borrower or such Subsidiary or for a substantial part of its assets, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


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


 


(k)       one
or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 (to the extent not covered by a creditworthy
insurer which has not denied coverage and subject to customary deductibles) shall be rendered against the Borrower or any Subsidiary
or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the
Borrower or any Subsidiary to enforce any such judgment;


 


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


 


(m)      a
Change in Control shall occur;


 


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


 


(o)       the
Subsidiary Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of the Subsidiary Guaranty, or any Subsidiary Guarantor shall fail to comply with any of the terms or provisions
of the relevant Subsidiary Guaranty to which it is a party, or any Subsidiary Guarantor shall deny that it has any further liability
under the Subsidiary Guaranty to which it is a party, or shall give notice to such effect;


 


(p)       any
Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral
purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall
fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability
of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document,
or the Borrower, any Subsidiary or any holder of Affiliated Subordinated Debt shall fail to comply with the terms and conditions
set forth in Schedule 1.01, or any such terms and conditions shall fail to remain in full force or effect or any action
shall be taken to discontinue or to assert the invalidity or unenforceability of such terms and conditions; or


 


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


 






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SECTION
7.02. Remedies Upon an Event of Default.If
an Event of Default occurs (other than an event with respect to the Borrower described in Sections 7.01(h) or 7.01(i)), and at
any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times:


 


(a)       terminate
the Commitments, and thereupon the Commitments shall terminate immediately;


 


(b)       declare
the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other Secured Obligations of the Borrower accrued hereunder and under any
other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower;


 


(c)        require
that the Borrower provide cash collateral as required in Section 2.06(j); and


 


(d)        exercise
on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks
under the Loan Documents and Applicable Law.


 


If an Event of Default
described in Sections 7.01(h) or 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Secured Obligations
of the Borrower accrued hereunder and under any other Loan Document including any break funding payment or prepayment premium,
shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided
in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower.


 






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In addition to any
other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, the Administrative Agent on
behalf of the Lenders may exercise all rights and remedies of a secured party under the UCC or any other applicable law. Without
limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or
any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf
of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral,
or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such
terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase
or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s
board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable
and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk.
The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity
of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its
Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request,
to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably
select, whether at the premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the net
proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind
incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating
to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees
and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such
order as required by Section 2.18(b), and only after such application and after the payment by the Administrative Agent
of any other amount required by any provision of law, including Section 9-615(a)(3) of the UCC, need the Administrative Agent account
for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its
Subsidiaries waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of
the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.


 


ARTICLE
VIII


 


The Administrative Agent


 


SECTION 8.01. The
Administrative Agent.


 


Each of the Lenders and
the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated
to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental
thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of
the Lenders, on behalf of itself and any of its Affiliates that are Holders of Secured Obligations, and the Issuing Banks hereby
grant to the Administrative Agent any required powers of attorney to execute any Collateral Document governed by the laws of such
jurisdiction on such Lender’s or Issuing Bank’s behalf. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Issuing Banks, and the Lenders, and neither the Borrower nor any other Loan Party shall have rights
as a third party beneficiary of such provisions. It is understood and agreed that the use of the term “agent” as used
herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term
is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent
contracting parties.


 


The bank serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not
the Administrative Agent hereunder.


 






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The Administrative Agent
shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action
or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that
the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth
in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by
the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness
or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of
Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or
elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.


 


The Administrative 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 believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The Administrative 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.


 


The Administrative Agent
may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent, with the understanding that the Administrative Agent’s duties with respect to all Loans and Letter
of Credit denominated in Canadian Dollars will be administered by JPMorgan Chase Bank, N.A. (Toronto Branch) or such other affiliate
thereof as may be designated by time to time. The Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply
to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.


 


Subject to the appointment
and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time
by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right,
in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative
Agent which shall be a bank with an office in New York, New York or an Affiliate of any such bank. Upon the acceptance of its appointment
as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while it was acting as Administrative Agent.


 






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Each Lender acknowledges
and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business
enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in
the ordinary course of its business and has, independently and without reliance upon the Administrative 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 Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public
information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from
time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will
continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.


 


None of the Lenders,
if any, identified in this Agreement as a Syndication Agent or a Co-Documentation Agent shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the
foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes
the same acknowledgments with respect to the relevant Lenders in their respective capacities as Syndication Agent or Co-Documentation
Agent, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph.


 


Except with respect to
the exercise of setoff rights of any Lender, in accordance with Section 9.08, the proceeds of which are applied in accordance with
this Agreement, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against the Borrower
or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be provided in this
Agreement or the other Loan Documents, with the consent of the Administrative Agent.


 


The Lenders are not partners
or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of
the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf
of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has
become due and payable pursuant to the terms of this Agreement.


 






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In
its capacity, the Administrative Agent is a “representative” of the Holders of Secured Obligations within the meaning
of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative
Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents.
Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually
to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies
may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the
Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured
Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf
of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral
in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. The Lenders hereby authorize the Administrative
Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral
(i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document;
or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved
by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer
of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by
the Required Lenders or all of the Lenders, as applicable, and upon at least two Business Days’ prior reasonably detailed
written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized
by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative
Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred;
provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms
which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation
or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in
any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any
Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds
of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative
Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 


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


 


(a)       to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposure
and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12,
2.13, 2.15, 2.16, 2.17 and 9.03) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, any Issuing
Bank and each other Holder of Secured Obligations to make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Holders
of Secured Obligations, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under
the Loan Documents (including under Section 9.03).


 






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


 


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


 


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


 






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SECTION 8.02. Certain
ERISA Matters. (a) Each Lender (x) represents and
warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender
party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that at least one of the following is and will be true:


 


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


 


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


 


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


 


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


 


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


 






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


 


SECTION 8.03. Posting
of Communications.


 


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


 


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


 


(c)       THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION
WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION
AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)
HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, THE ISSUING BANKS OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED
ELECTRONIC PLATFORM.


 






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


 


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


 


(e)       Each
of the Lenders, the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by
applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the
Administrative Agent’s generally applicable document retention procedures and policies.


 


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


 


SECTION
8.04. Credit Bidding.


 


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


 






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ARTICLE
IX



Miscellaneous


 


SECTION 9.01. Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph
(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)       if
to the Borrower, to it at MYR Group Inc., Three Continental Towers, 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois
60008, Attention of Betty R. Johnson, Senior Vice President, Chief Financial Officer and Treasurer (Telecopy No. (847) 290-1892;
Telephone No. (847) 290-5861);


 


(ii)      if
to the Administrative Agent, to JPMorgan Chase Bank, N.A., 10 South Dearborn, L2, Chicago, Illinois 60603, Attention of Yuvette
Owens (Telecopy No. (844) 490-5663),with a copy to JPMorgan Chase Bank, N.A., Mail Code IL1-1203, 10 S. Dearborn Street,
35th Floor, Chicago, Illinois, 60603, Attention of Christopher Collins (Telecopy No. (312) 386-7608);


 






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(iii)     if to the Issuing Banks:


 


(A)
in the case of JPMorgan Chase Bank, N.A. (A) in the case of a Letter of Credit denominated in Dollars, to it at JPMorgan
Chase Bank, N.A., 10 South Dearborn, Chicago, Illinois 60603, (Telephone No. (855) 609-0059), (Fax: (214) 307-6784) and (B) in
the case of a Letter of Credit denominated in a Foreign Currency, to it at JPMorgan Chase Bank, N.A. (Toronto Branch), Suite 4500,
TD Tower, 66 Wellington Street West, Toronto, Ontario, M5K 1E7, Attention: Jennifer L. McLaughlin (Telecopy: (844) 320-8504);


 


(B)
if to Bank of America, N.A., to it at Bank of America, N.A., Attention of Kristine Parker (Telecopy No. 415-343-9311);


 


(C) if to Bank
of Montreal, to it at Bank of Montreal, Global Trade Operations, 234 Simcoe Street, 3rd Floor, Toronto, Ontario, Canada M5T 1T4,
Attn:  Irene Lee, (Phone Number: 416-598-6594, Fax Number: 877- 801-7787);


 


(D)
if to CIBC Bank USA, to it at 70 W. Madison, Suite 200, Chicago, IL 60602, Attn: Trade Operations (Fax: 312-800-9816, Telephone:
312-564-2000); and


 


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


 


Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through Approved
Electronic Platforms, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


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


 


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


 


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


 






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


 


(b)       Except
as provided in Section 2.04 with respect to an Incremental Term Loan Amendment and subject to Section 2.14(c), Section 9.02(c)
and Section 9.02(f), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended
or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower
and the Required Lenders or, (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto; provided that no such agreement
shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable
hereunder, without the written consent of each Lender directly affected thereby (except that any amendment or modification of the
financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) shall not constitute
a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of
the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would
alter the pro rata sharing of payments required thereby, without the written consent of each Lender; provided, that the
foregoing limitation in respect of Sections 2.18(b) and (d) shall not prohibit each Lender directly affected thereby from
consenting, upon the request of the Borrower, to the extension of the final maturity date of its Loans and other Obligations or
the scheduled date of expiration of its Commitment beyond the Maturity Date as contemplated by Section 9.02(b)(iii) above, (v)
change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any
Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of each Lender (it being understood that, solely with
the consent of the parties prescribed by Section 2.04 to be parties to an Incremental Term Loan Amendment, Incremental Term
Loans may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Revolving
Loans are included on the Effective Date), (vi) (x) release the Borrower from its obligations under Article X or (y) release all
or substantially all of the Subsidiary Guarantors from their obligation under the Subsidiary Guaranty (except as otherwise permitted
herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as provided in clauses (d)
and (e) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without the written
consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent or any Issuing Bank hereunder without the prior written consent of the Administrative Agent or such
Issuing Bank, as the case may be. The Administrative Agent may also amend the Commitment Schedule to reflect assignments
entered into pursuant to Section 9.04. Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other
modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other
modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting
Lender shall be directly affected by such amendment, waiver or other modification.


 






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(c)       Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of
the Required Lenders, the Administrative Agent and the Borrower to each relevant Loan Document (x) to add one or more credit
facilities (in addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to
permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share
ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, Incremental Term Loans and the
accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in
any determination of the Required Lenders and Lenders, provided that no such amendment (or amendment or restatement) shall increase
the Commitment or change the Applicable Percentage of any Lender without the written consent of such Lender.


 


(d)       The
Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted
to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the Commitments, payment and satisfaction
in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated
Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Borrower
certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and
the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased
to the Borrower or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement,
or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the
Administrative Agent and the Lenders pursuant to Article VII. Any such release shall not in any manner discharge, affect, or impair
the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of)
all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part
of the Collateral. The Administrative Agent, at its option and in its discretion, is hereby authorized to subordinate any Lien
on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Section 6.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire
into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority
or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith,
nor shall the Administrative Agent be responsible or liable to the Lenders or any other Holder of Secured Obligations for any failure
to monitor or maintain any portion of the Collateral.


 


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


 






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


 


SECTION 9.03. Expenses;
Indemnity; Damage Waiver. (a) The Borrower shall
pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent, in connection with the initial general syndication and
distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities
provided for herein, the preparation and administration of the other Loan Documents or any amendments, modifications or waivers
of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii)
all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative
Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent,
any Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the
Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.


 


(b)       The
Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, penalties, liabilities and related reasonable out-of-pocket expenses, including the fees, charges
and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection
with any actual or prospective claim, litigation, investigation, arbitration or proceeding, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto, relating to (i) the execution or delivery of the
Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations
thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit
or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)
or (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 Liability related in any way to the Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing, whether
or not such claim, litigation, investigation, arbitration or proceeding is brought by the Borrower or any other Loan Party or its
or their respective equity holders, Affiliates, creditors or any third Person and whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court
of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the gross negligence or willful misconduct
of such Indemnitee (or any Related Party thereof) or (y) a claim made by the Borrower against an Indemnitee for breach by such
Indemnitee (or any Related Party thereof) of its obligations under the Loan Documents. Paragraph (b) of this Section shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 






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(c)       To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank
under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank,
as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent
or such Issuing Bank in its capacity as such.


 


(d)       To
the extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any other party
hereto and its Related Parties, 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, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing
contained in this sentence shall limit the Borrower’s indemnity obligations to Indemnitees to the extent set forth in Section
9.03(b) above for any special, indirect, consequential or punitive damages claimed against such Indemnitees in respect of any actual
or prospective claim, litigation, investigation, arbitration or proceeding made by a party other than the Borrower or any Subsidiary
or Affiliate thereof. No Indemnitee referred to in Section 9.03(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 other Loan Documents or the transactions contemplated hereby or thereby
other than for damages arising from the gross negligence or willful misconduct of such Indemnitee as determined by a court of competent
jurisdiction by final and non-appealable judgment.


 


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


 


SECTION 9.04. Successors
and Assigns. (a) The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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


 


(A) the Borrower
(provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within five (5) Business Days after having received notice thereof); provided, further,
that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or,
if an Event of Default has occurred and is continuing, any other assignee;


 


(B) the Administrative
Agent; and


 


(C) the Issuing
Banks.


 


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


 


(A) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise
consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


(B) each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement;


 


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


 


(D) the assignee,
if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates
one or more credit contacts to whom all syndicate-level information (which may contain, subject to Section 9.12, material non-public
information about the Borrower and its Subsidiaries) will be made available and who may receive such information in accordance
with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.


 


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


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 






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


 


(iii) Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16,
2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.


 


(iv) The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and
the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.


 


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


 






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(c)    (i)      Any
Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Banks, sell participations to one or more
banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to
it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender
shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative
Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first
proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject
to Section 2.18(c) as though it were a Lender.


 


(ii)      A
Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 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 2.17 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 2.17(e) as though it were a Lender
(it being understood that the documentation required under Section 2.17(e) shall be delivered to the participating Lender). Each
Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which
it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest
in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that
no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant's interest in any Commitments, Loans, Letters of Credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan,
Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 


(d)       Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 






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SECTION 9.05. Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement
or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have
not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or
any provision hereof or thereof.


 


SECTION
9.06. Counterparts; Integration; Effectiveness; Electronic Execution.
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan
Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when
it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed
signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to any document
to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in
any form or format without its prior written consent.


 


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


 






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SECTION 9.08. Right
of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held, and other obligations at any time owing, by such Lender, such Issuing Bank or any
such Affiliate, to or for the credit or the account of the Borrower against any and all of the Secured Obligations now or hereafter
existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective
of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document
and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or Affiliate of such
Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness;
provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so setoff
shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly
to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender
as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank
or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Borrower and the Administrative Agent
promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity
of such setoff and application.


 


SECTION 9.09. Governing
Law; Jurisdiction; Consent to Service of Process.
(a)The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed
in accordance with the laws of the State of New York, but giving effect to federal laws applicable to national banks.


 


(b)       Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law
provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Holder of Secured Obligations
relating to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated
hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.


 


(c)       The
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United
States District Court of the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject
matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from
any thereof in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions
relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or
third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in
such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative
Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against any Loan Party or its properties in the courts of any jurisdiction.


 






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(d)      The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


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


 


SECTION 9.10. WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


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


 


SECTION 9.12. Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ Related Parties, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested
by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty
(or its Related Parties) to any swap, derivative or other transaction relating to the Borrower, its Subsidiaries and their obligations,
(g) on a confidential basis to (i) any rating agency in connection with the rating of the Borrower or its Subsidiaries or this
Agreement or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification
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 the Administrative Agent, any
Issuing Bank or any Lender, or any of their respective Affiliates, on a nonconfidential basis from a source other than the Borrower.
For the purposes of this Section, “Information” means all information received from the Borrower relating to
the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement
routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry.
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.


 






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


 


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


 


SECTION 9.13. Several
Obligations; Nonreliance; Violation of Law. The respective
obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of
its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents
that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein. Anything contained
in this Agreement to the contrary notwithstanding, neither an Issuing Bank nor any Lender shall be obligated to extend credit to
the Borrower in violation of any Requirement of Law.


 


SECTION 9.14. USA
PATRIOT Act. Each Lender that is subject to the requirements
of the Patriot Act hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party
and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.


 


SECTION 9.15. Disclosure.
The Borrower and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time
may hold investments in, make other loans to or have other relationships with any of the Borrower, its Subsidiaries and their respective
Affiliates.


 


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



 






    98


     


    

 


SECTION 9.17. Releases
of Subsidiary Guarantors.


 


(a)       A
Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of
any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided
that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent
shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent
shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.


 


(b)       Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release
any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Subsidiary Guarantor is no longer a Material
Subsidiary.


 


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


 


SECTION 9.18. Interest
Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which
are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum
lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment,
shall have been received by such Lender.


 


SECTION 9.19. No Advisory
or Fiduciary Responsibility (a) The Borrower acknowledges
and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except
those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity
of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated
herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower
agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party
in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees
that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in
any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making
its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the
Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.


 






    99


     


    

 


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


 


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


 


SECTION 9.20. Acknowledgment
and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any
such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document
may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)       the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)       a
reduction in full or in part or cancellation of any such liability;


 


(ii)      a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or
any other Loan Document; or


 


(iii)     the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


 






    100


     


    

 


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


 


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


 


ARTICLE
X



Borrower Guarantee


 


In order to induce the
Lenders to extend credit to the Borrower hereunder and for other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the Borrower hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor
and not merely as a surety, the payment when and as due of the Specified Ancillary Obligations of the Subsidiaries. The Borrower
further agrees that the due and punctual payment of such Specified Ancillary Obligations may be extended or renewed, in whole or
in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding
any such extension or renewal of any such Specified Ancillary Obligation.


 


The
Borrower waives presentment to, demand of payment from and protest to any Subsidiary of any of the Specified Ancillary Obligations,
and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Borrower
hereunder shall not be affected by (a) the failure of any applicable Lender (or any of its Affiliates) to assert any claim or demand
or to enforce any right or remedy against any Subsidiary under the provisions of any Banking Services Agreement, any Swap Agreement
or otherwise; (b) any extension or renewal of any of the Specified Ancillary Obligations; (c) any rescission, waiver, amendment
or modification of, or release from, any of the terms or provisions of this Agreement, any other Loan Document, any Banking Services
Agreement, any Swap Agreement or other agreement; (d) any default, failure or delay, willful or otherwise, in the performance of
any of the Specified Ancillary Obligations; (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps
to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Specified Ancillary
Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Subsidiary
or any other guarantor of any of the Specified Ancillary Obligations; (g) the enforceability or validity of the Specified Ancillary
Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect
to any collateral securing the Specified Ancillary Obligations or any part thereof, or any other invalidity or unenforceability
relating to or against any Subsidiary or any other guarantor of any of the Specified Ancillary Obligations, for any reason related
to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable
law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary or any other guarantor
of the Specified Ancillary Obligations, of any of the Specified Ancillary Obligations or otherwise affecting any term of any of
the Specified Ancillary Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner
or to any extent vary the risk of the Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity
or which would impair or eliminate any right of the Borrower to subrogation.


 






    101


     


    

 


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


 


The obligations of the
Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be
subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality
or unenforceability of any of the Specified Ancillary Obligations, any impossibility in the performance of any of the Specified
Ancillary Obligations or otherwise.


 


The
Borrower further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Specified
Ancillary Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Specified Ancillary Obligation (including a payment effected through exercise
of a right of setoff) is rescinded, or is or must otherwise be restored or returned by any applicable Lender (or any of its Affiliates)
upon the insolvency, bankruptcy or reorganization of any Subsidiary or otherwise (including pursuant to any settlement entered
into by a holder of Specified Ancillary Obligations in its discretion).


 


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


 






    102


     


    

 


Upon
payment by the Borrower of any sums as provided above, all rights of the Borrower against any Subsidiary arising as a result
thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the
prior indefeasible payment in full in cash of all the Specified Ancillary Obligations owed by such Subsidiary to the applicable
Lender (or its applicable Affiliates).


 


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


 


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


 


[Signature Pages Follow]


 











    103


     


    




 


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


 


	 	MYR GROUP INC., as the Borrower
	 	 
	 	 
	 	By	/s/ BETTY R. JOHNSON
	 	 	 
	 	 	Name: Betty Johnson
	 	 	Title: Senior Vice President, Chief Financial Officer and Treasurer


 


 


Signature Page to Second Amended and Restated
Credit Agreement


MYR Group Inc.


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., individually as a Lender, as an Issuing Bank and as Administrative Agent
	 	 
	 	 
	 	By	/s/ Christopher Collins
	 	 	 
	 	 	Name: Christopher Collins
	 	 	Title: Vice President
	 	 
	 	 
	 	JPMORGAN CHASE BANK, N.A. (TORONTO BRANCH), as a Lender
	 	 
	 	 
	 	By	/s/ Christopher Collins
	 	 	 
	 	 	Name: Christopher Collins
	 	 	Title: Vice President


 


 


Signature Page to Second Amended and Restated
Credit Agreement


MYR Group Inc.


 






     


     


    

 


	 	BANK OF AMERICA, N.A., individually as a Lender, as an Issuing Bank and as Syndication Agent
	 	 
	 	 
	 	By	/s/ Quinn Richardson, A.
	 	 	 
	 	 	Name: Quinn Richardson, A.
	 	 	Title: Senior Vice President
	 	 	 
	 	 	 
	 	Bank of America, National Association (Canada Branch), as a Lender
	 	 
	 	 
	 	By	/s/ Medina Sales de Andrade
	 	 	 
	 	 	Name: Medina Sales de Andrade
	 	 	Title: Vice President



 


 


Signature Page to Second Amended and Restated
Credit Agreement


MYR Group Inc.



 






     


     


    

 


	 	Bank of Montreal, individually as a Lender 
	 	 
	 	 
	 	By	/s/ John Armstrong
	 	 	 
	 	 	Name: John Armstrong
	 	 	Title: Managing Director


 


 


Signature Page to Second Amended and Restated
Credit Agreement


MYR Group Inc.



 






     


     


    

 


	 	Wells Fargo Bank, National Association, individually as a Lender
	 	 
	 	 
	 	By	/s/ Benjamin Livermore
	 	 	 
	 	 	Name: Benjamin Livermore
	 	 	Title: Vice President


 


 


Signature Page to Second Amended and Restated
Credit Agreement


MYR Group Inc.





 






     


     


    

 


	 	CIBC Bank USA, individually as a Lender
	 	 
	 	 
	 	By	/s/ Frank Condellire
	 	 	 
	 	 	Name: Frank Condellire
	 	 	Title: Managing Director


 


 


Signature Page to Second Amended and Restated
Credit Agreement


MYR Group Inc.


 






     


     


    

 


	 	
        The undersigned Departing Lender hereby
        acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement and will
        not be a party to this Agreement.

         

        PNC BANK, NATIONAL ASSOCIATION, as a Departing Lender
(and solely with respect to Section 1.06 of this Agreement)

	 	 
	 	 
	 	By	/s/ Brandon Norder
	 	 	 
	 	 	Name: Brandon Norder
	 	 	Title: Senior Vice President



 


 


Signature Page to Second Amended and Restated
Credit Agreement


MYR Group Inc.



 






     


     


    

 


COMMITMENT SCHEDULE

  


	Lender	Commitment
	 	 
	JPMorgan Chase Bank, N.A.	$120,000,000
	 	 
	Bank of America, N.A.	$120,000,000
	 	 
	Wells Fargo Bank, National Association	$47,500,000
	 	 
	Bank of Montreal	$47,500,000
	 	 
	CIBC Bank USA	$40,000,000
	 	 
	Total	$375,000,000


 


 


Commitment Schedule


 






     


     


    

 


LETTER OF CREDIT COMMITMENT SCHEDULE


 


	Issuing Bank	Letter of Credit Commitment
	JPMorgan Chase Bank, N.A.	$56,500,000
	Bank of America, N.A.	$56,500,000
	Bank of Montreal	$22,000,000
	CIBC Bank USA	$15,000,000


 


 


Letter of Credit Commitment Schedule


 






     


     


    

 


DEPARTING LENDER SCHEDULE


 


Departing Lenders


 


1.                  
PNC Bank National Association


 


 


Departing Lender Schedule


 






     


     


    

 



 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the 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 Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under
the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii)
to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor
(in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement,
any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on
or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	______________________________
	2.	Assignee:	______________________________
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	3.	Borrower:	MYR Group Inc.
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
	5.	Credit Agreement:	The Second Amended and Restated Credit Agreement dated as of September 13, 2019 among MYR Group Inc., as the Borrower, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
	6.	Assigned Interest:	 


 


 



1 Select
as applicable


 






    Exhibit CZ


     


    

 


	Aggregate Amount of

 Commitment/Loans for all 

Lenders	Amount of

 Commitment/Loans Assigned	Percentage
Assigned of 

Commitment/Loans2
	$	$	%	 
	$	$	%	 
	$	$	%	 


 


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


 


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


 


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


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By: 	 
	 	 	 
	 	 	Title



 





 






2
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.







 






    Exhibit A


     


    

 


	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By: 	 
	 	 	 
	 	 	Title



 




	Consented to and Accepted:	 
	 	 
	JPMORGAN CHASE BANK, N.A., as	 
	 	 
	 	Administrative Agent and an Issuing Bank	 
	 	 
	By	 	
	 	 	 
	 	Title	 
	 	 
	BANK OF AMERICA, N.A., as 	 
	 	 
	 	an Issuing Bank	 
	 	 
	By	 	 
	 	 	 
	 	Title	 



 






    Exhibit A


     


    

 


	[OTHERS ISSUING BANKS], as	 
	 	 
	 	an Issuing Bank	 
	 	 
	By	 	 
	 	 	 
	 	Title	 
	 	 
	[Consented to:]3	 
	 	 
	MYR GROUP INC.	 
	 	 
	By	 	 
	 	 	 
	 	Title	 



 


 






3
To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.







 






    Exhibit A


     


    

 


ANNEX 1


 


[__________________]4


 


STANDARD
TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.       Representations
and Warranties.


 


1.1.
Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower,
any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document 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
any Loan Document.


 


1.2
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that
are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of
the most recent financial statements delivered pursuant to Section ___ thereof, as applicable, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Administrative Agent, the 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a Lender.


 





 






4
Describe Credit Agreement at option of Administrative Agent.





 






    Exhibit A


     


    

 










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


 


3.
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts,
which together shall constitute one instrument.


 


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.


  



    Exhibit A


     


    




 


EXHIBIT B


 


LIST OF CLOSING DOCUMENTS


  


[Attached]


 





 



    Exhibit B


     


    





 





LIST OF CLOSING DOCUMENTS


 


$375,000,000


 


MYR GROUP INC.


 


September 13, 2019


 


LIST OF CLOSING DOCUMENTS1


 


A.       LOAN
DOCUMENTS


 


1.                  
Second Amended and Restated Credit Agreement (the “Credit Agreement”) by and among MYR Group Inc. (the
 “Borrower”), the institutions from time to time parties thereto as Lenders (the “Lenders”)
and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative
Agent”), evidencing a revolving credit facility in an initial aggregate principal amount of $375,000,000.


 


SCHEDULES


 


Commitment Schedule


Letter of Credit Commitment Schedule Departing
Lender Schedule


 


	Schedule 1.01	--	Affiliated Subordinated Debt
	Schedule 3.06	--	Disclosed Matters
	Schedule 3.14	--	Capitalization and Subsidiaries
	Schedule 3.15	--	Financing Statements
	Schedule 6.01	--	Existing Indebtedness
	Schedule 6.02	--	Existing Liens
	Schedule 6.04	--	Existing Investments


 


 


EXHIBITS


 


	Exhibit A	--	Form of Assignment and Assumption
	Exhibit B	--	List of Closing Documents
	Exhibit C-1	--	Form of Increasing Lender Supplement
	Exhibit C-2	--	Form of Augmenting Lender Supplement
	Exhibit D	--	Form of Compliance Certificate


 


2.                  
Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant to Section
2.10(e) of the Credit Agreement.


 


3.                  
Joinder and Reaffirmation of Guaranty executed by the Subsidiary Guarantors identified on Appendix A hereto (collectively
with the Borrower, the “Loan Parties”) in favor of the Administrative Agent.


 


 





 






1
Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined
Credit Agreement. Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s
counsel.


 






    Exhibit B


     


    

 





4.                  
Joinder, Amendment No. 2, and Reaffirmation of Pledge and Security Agreement executed by the Loan Parties.


 


5.                   Certificates of Insurance listing the Administrative Agent as (x) lender loss payee for the property and casualty insurance
policies of the Loan Parties, together with long-form lender loss payable, as appropriate, and (y) additional insured with respect
to the liability insurance of the Loan Parties, together with additional insured endorsements, in each case to the extent required
by Section


5.09 of the Credit
Agreement.


 


B.       UCC
DOCUMENTS


 


6.                  
UCC, tax lien and name variation search reports naming each Loan Party from the appropriate offices in relevant jurisdictions.


 


7.                   UCC financing statements naming CSI Electrical Contractors, Inc. as debtor and the Administrative Agent as secured party
as filed with the appropriate offices in the applicable jurisdictions.


 


 C.       CORPORATE DOCUMENTS




 


8.                   Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes
in the Certificate of Incorporation or other charter document of such Loan Party, as attached thereto and as certified as of a
recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date
of the certification thereof by such governmental entity, (ii) the By-Laws or other applicable organizational document, as attached
thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other
governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party,
and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which
it is a party, and (in the case of the Borrower) authorized to request a Borrowing or the issuance of a Letter of Credit under
the Credit Agreement.


 


9.                   Good Standing Certificate for each Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction
of its organization.


 


 D.       LEGAL OPINIONS




 


10.                Opinion letter of Jones Day, counsel to the Loan Parties, addressed to the Administrative Agent and the Holders of Secured
Obligations.


 


 E.       CLOSING CERTIFICATES AND MISCELLANEOUS




 


11.                A
certificate, signed by the chief financial officer of the Borrower, certifying on the Effective Date that (i) no Default has occurred
and is continuing and (ii) the representations and warranties contained in Article III of the Credit Agreement are true and correct
as of such date.


 


12.                
Post-filing UCC search reports reflecting the UCC financing statements referred to in Item 7 above to be of record.


  






    Exhibit B


     


    




 


APPENDIX A


 


Subsidiary Guarantors


 


Huen Electric, Inc.


E. S. Boulos Company


High Country Line Construction,
Inc.


GSW
Integrated Services, LLC


Sturgeon Electric California, LLC


MYR Transmission Services, Inc.


The L. E. Myers Co.


Harlan
Electric Company


Sturgeon Electric Company, Inc.


Great Southwestern Construction,
Inc.


MYR Equipment, LLC


MYR Real Estate Holdings, LLC


CSI Electrical Contractors, Inc.







 






    Exhibit B


     


    

 


EXHIBIT C-1


 








FORM OF INCREASING LENDER SUPPLEMENT


 


INCREASING LENDER SUPPLEMENT,
dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Second Amended
and Restated Credit Agreement, dated as of September 13, 2019 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among MYR Group Inc. (the “Borrower”), the Lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


W I T N E S E T H


 


WHEREAS, pursuant to
Section 2.04 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate
from time to time an increase in the Aggregate Commitment and/or one or more tranches of Incremental Term Loans under the Credit
Agreement by requesting one or more Lenders to increase the amount of its Commitment and/or to participate in such a tranche;


 


WHEREAS, the Borrower
has given notice to the Administrative Agent of its intention to [increase the Aggregate Commitment] [and] [enter into a tranche
of Incremental Term Loans] pursuant to such Section 2.04; and


 


WHEREAS, pursuant to
Section 2.04 of the Credit Agreement, the undersigned Increasing Lender now desires to [increase the amount of its
Commitment] [and] [participate in a tranche of Incremental Term Loans] under the Credit Agreement by executing and delivering to
the Borrower and the Administrative Agent this Supplement;


 


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


 


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


 


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


 


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


 


4.       This
Supplement shall be governed by, and construed in accordance with, the laws of the State of New York, but giving effect to federal
laws applicable to national banks.


 


5.       This
Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 






    
Exhibit
C-1



     


    

 


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


 





	 	[INSERT NAME OF INCREASING LENDER]



 





	 	By:	 
	 	Name:
	 	Title:



 





	Accepted and agreed to as of the date first written above:	 
	 	 
	MYR GROUP INC.	 



 





	By:	 	 
	Name:	 
	Title:	 



 





	Acknowledged as of the date first written above:	 
	 	 
	JPMORGAN CHASE BANK, N.A. 

as Administrative Agent	 



 


	By:	 	 
	Name:	 
	Title:	 






 









    
Exhibit
C-1



     


    

 


EXHIBIT C-2


 


FORM OF AUGMENTING LENDER SUPPLEMENT


 


AUGMENTING LENDER SUPPLEMENT,
dated __________, 20___ (this “Supplement”), to the Second Amended and Restated Credit Agreement, dated as of
September 13, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among MYR Group Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”).


 


W I T N E S E T H


 


WHEREAS, the Credit Agreement
provides in Section 2.04 thereof that any bank, financial institution or other entity may [extend Commitments] [and]
[participate in tranches of Incremental Term Loans] under the Credit Agreement subject to the approval of the Borrower and the
Administrative Agent, by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement
in substantially the form of this Supplement; and


 


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


 


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


 


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


 


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


 


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


 


[___________]


 


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


 






    
Exhibit
C-2



     


    

 


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


 


6.       This
Supplement shall be governed by, and construed in accordance with, the laws of the State of New York, but giving effect to federal
laws applicable to national banks.


 


7.       This
Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 


[remainder of this page intentionally left
blank]


 






    
Exhibit
C-2



     


    

 


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


 








	 	[INSERT NAME OF AUGMENTING LENDER]



 





	 	By:	 
	 	Name:
	 	Title:



 





	Accepted and agreed to as of the date first written above:	 
	 	 
	MYR GROUP INC.	 



 





	By:	 	 
	Name:	 
	Title:	 



 





	Acknowledged as of the date first written above:	 
	 	 
	JPMORGAN CHASE BANK, N.A. 

as Administrative Agent	 



 


	By:	 	 
	Name:	 
	Title:	 






 













    
Exhibit
C-2



     


    




 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 





	To:	The Lenders parties to the
	 	Credit Agreement Described Below


  


This Compliance Certificate
is furnished pursuant to that certain Second Amended and Restated Credit Agreement, dated as of September 13, 2019 (as amended,
modified, renewed or extended from time to time, the “Agreement”) among MYR Group Inc. (the “Borrower”),
the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as the Issuing Bank. Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.


 


THE UNDERSIGNED HEREBY
CERTIFIES THAT:


 


1.       I
am the duly elected __________ of the Borrower;


 


2.       [For quarterly financial statements add: The attached financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes];


 


3.       I
have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting
period covered by the attached financial statements or as of the date of this Compliance Certificate or (ii) any change in GAAP
or in the application thereof that would impact the covenant calculations under Section 6.12 of the Agreement that has occurred
since the date of the audited financial statements referred to in Section 3.04 of the Agreement;


 


4.       Schedule
I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with Section 6.12 of
the Agreement, all of which data and computations are true, complete and correct; and


 


5.       Schedule
II hereto sets forth the computations necessary to determine the Applicable Rate commencing on the Business Day this Compliance
Certificate is delivered.


 


Described below are
the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period during which
it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition
or event or (i) the change in GAAP or the application thereof and the effect of such change on the attached financial statements:


 


		 	 




 


 



		 	 



 


 


		 	 



 



    
Exhibit
D



     


    




 


The foregoing certifications,
together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this
Compliance Certificate in support hereof, are made and delivered this ____ day of _____, ___.


 





	 	MYR GROUP INC.
	 	 
	 	By:	 



 


	 	 	Name:	 
	 	 	Title:	 



 






    
Exhibit
D



     


    

 


SCHEDULE I





 


Compliance as of _________, ____ with

Provisions of ____ and ____ of

the Agreement


 






    
Exhibit
D



     


    

 


SCHEDULE II


 


 


Borrower’s Applicable Rate Calculation


 






    
Exhibit
D