Exhibit 10.2


 


EXECUTION
VERSION


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


This
AMENDMENT NO. 1, dated as of May 29, 2020 (this “Amendment”) to the Credit Agreement referred to
below, is entered into by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”),
Lenders constituting the Required Lenders, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used and not defined in this Amendment have the same meanings as specified in the Amended
Credit Agreement referred to below.


 


RECITALS


 


WHEREAS,
the Company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and the Administrative
Agent have entered into that certain Credit Agreement dated as of December 15, 2016 (as amended, restated, amended
and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”, and the Credit
Agreement as amended by this Amendment, the “Amended Credit Agreement”);


 


WHEREAS, the Borrower
has requested that the Credit Agreement be amended as further set forth herein, on the terms and subject to the conditions set
forth in this Amendment;


 


WHEREAS,
the amendments of the Credit Agreement to (i)(1) the indebtedness and lien covenants to permit the incurrence of certain
secured indebtedness in connection with settlement and clearing activities, (2) the existing Bail-In provisions to include
 “Brexit” related updates, (3) reflect the ability of Delaware Limited Liability Companies to divide into two or
more limited liability companies pursuant to a plan of division, (4) include lender requirements on the Company regarding
the FinCEN's customer due diligence rule and (5) include ERISA representations for Lenders related to the Department
of Labor’s “fiduciary” regulations, each require the consent of the Required Lenders (the “Required
Lender Amendments”) and (ii) the LIBOR replacement language require the consent of all Lenders (the “All
Lender Amendments”);


 


WHEREAS, upon receipt
by the Administrative Agent of signature pages to this Amendment by the Lenders constituting the Required Lenders (each a
 “Consenting Required Lender”), the Required Lender Amendments shall and on the Amendment Effective Date, become
effective;


 


WHEREAS, upon receipt
by the Administrative Agent of signature pages to this Amendment by all Lenders (each a “Consenting Lender”),
the All Lender Amendments shall and on the Amendment Effective Date, become effective; and


 


WHEREAS, the Administrative
Agent, the Consenting Required Lenders and the Consenting Lenders party hereto are willing, on the terms and subject to the conditions
set forth below, to consent to the Required Lender Amendments and the All Lender Amendments, as applicable, to the Credit Agreement
as further set forth herein.


 


NOW, THEREFORE, in
consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1.     Amendments
to the Credit Agreement. As of the Amendment Effective Date (as defined below) the Credit Agreement is hereby amended by deleting
the stricken text (indicated textually in the same manner as the following example: stricken text)
and by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached hereto as Exhibit A.


  






    


    


    

 


SECTION 2.     Conditions
to Effectiveness. The effectiveness of this Amendment is subject to the Administrative Agent’s (or its counsel) receipt
of the following (the date of such effectiveness, the “Amendment Effective Date”), each of which shall be originals
or telecopies unless otherwise specified, each properly executed by a Responsible Officer of the Company (as applicable), each
dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment
Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent:


 


(a)           this
Amendment executed by the Company, the Administrative Agent and the Consenting Lenders;


 


(b)           such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company
as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the
Company is a party;


 


(c)           At
least 3 days prior to the Amendment Effective Date, any Borrower that qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation
to such Borrower; and


 


(d)           such
documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized
or formed, and that the Company is validly existing and in good standing in its jurisdiction of organization.


 


The Administrative Agent shall
notify the Company and the Lenders of the Amendment Effective Date upon the occurrence thereof, and such notice and the effectiveness
of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other
parties to the Loan Documents and each of their successors and assigns; provided that, failure to give any such notice shall not
affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement.


 


SECTION 3.     Representations
and Warranties. To induce the other parties hereto to enter into this Amendment, the Company represents and warrants to each
of the Lenders and the Administrative Agent, that:


 


(a)           The
Company has the all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals,
to execute, deliver under this Amendment and to perform its obligations under this Amendment and the Amended Credit Agreement.
The execution and delivery of this Amendment and the performance of this Amendment and the Amended Credit Agreement by the Company
have been duly authorized by all necessary corporate or other organizational action, and do not and will not contravene the terms
of any of the Company’s Organization Documents. No approval, consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is
in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance
of this Amendment and the Amended Credit Agreement. This Amendment and the Amended Credit Agreement constitute, a legal, valid
and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’
rights generally and by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement
is sought in equity or at law).


 






    


    


    

 


(b)           The
representations and warranties of each Loan Party set forth in the Amended Credit Agreement and the other Loan Documents are, immediately
after giving effect to this Amendment on the Amendment Effective Date, true and correct in all material respects on and as of the
Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in
all material respects as of such earlier date); provided, however, that any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on such respective
dates; provided further, however, that for the purposes of this Section 3(b), clause (b) of the representation
made in Section 5.06 of the Amended Credit Agreement shall be deemed to refer to SEC public filings of the Company or its
Subsidiaries prior to the date hereof.


 


(c)           At
the time of and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event
of Default has occurred and is continuing on the Amendment Effective Date.


 


(d)           As
of the Amendment Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is true and
correct in all respects.


 


SECTION 4.     Effects
on Loan Documents.


 


(a)           This
Amendment shall not constitute an amendment to or waiver of any provision of the Credit Agreement or the other Loan Documents,
except as expressly stated herein and shall not be construed as a consent to any action on the part of the Company or any other
Loan Party that would require an amendment, waiver or consent of the Administrative Agent or the Lenders, except as expressly stated
herein. Except as specifically amended herein, the Credit Agreement and all other Loan Documents shall continue to be in full force
and effect and are hereby in all respects ratified and confirmed.


 


(b)           The
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or
in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan
Documents.


 


(c)           The
Company and the Administrative Agent acknowledge and agree that, on and after the Amendment Effective Date, this Amendment shall
constitute and be designated as a Loan Document for all purposes of the Amended Credit Agreement.


 


(d)           On
and after the Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”,
 “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the
other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, and this Amendment and the Amended
Credit Agreement shall be read together and construed as a single instrument.


 






    


    


    

 


(e)           Nothing
herein shall be deemed to entitle any Loan Party to a further consent to, or a further waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any
other Loan Document in similar or different circumstances.


 


(f)           The
parties hereto acknowledge and agree that (i) this Amendment and any other Loan Document executed and delivered in connection
herewith do not constitute a novation, or termination of the Obligations under the Credit Agreement as in effect prior to the Amendment
Effective Date; and (ii) such Obligations are in all respects continuing (as amended hereby) with only the terms thereof being
modified to the extent expressly provided in this Amendment.


 


SECTION 5.     Fees
and Expenses; Indemnification. The Company agrees to pay (a) on the Amendment Effective Date, all existing and unpaid
fees and expenses (including the fees and expenses of counsel owing under the Credit Agreement, any fee letter or any other Loan
Document), including all fees and expenses incurred in connection with the preparation, negotiation and execution of this Amendment
and other matters relating to the Credit Agreement, in each case to the extent invoiced prior to the Amendment Effective Date and
(b) if invoiced on or after the Amendment Effective Date, all reasonable out-of-pocket costs and expenses incurred by the
Administrative Agent and the Lenders in connection with this Amendment and any other documents prepared in connection herewith,
in each case to the extent required by Section 11.04 of the Amended Credit Agreement. The Company hereby confirms that the
indemnification provisions set forth in Section 11.04 of the Amended Credit Agreement shall apply to this Amendment and such
losses, claims, damages, liabilities, costs and expenses (as more fully set forth therein as applicable) which may arise herefrom
or in connection herewith.


 


SECTION 6.     APPLICABLE
LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. SECTIONS 11.14, 11.15 and 11.16, OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED
BY REFERENCE AS IF FULLY SET FORTH HEREIN, MUTATIS MUTANDIS.


 


SECTION 7.     Amendments;
Execution in Counterparts; Severability; Electronic Signatures.


 


(a)            This
Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each Loan Party, the
Administrative Agent and Lenders constituting the Required Lenders.


 


(b)            This
Amendment 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. Delivery of an executed signature page to
this Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart
of this Amendment.


 


(c)            In
the event any one or more of the provisions contained in this Amendment is held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected
or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in
and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith
negotiations to replace any such invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of such invalid, illegal or unenforceable provisions.


 






    


    


    

 


(d)            This
Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization
related to this Amendment (each a “Communication”), including Communications required to be in writing, may
be in the form of an Electronic Record and may be executed using Electronic Signatures. The Company and each other Loan Party agrees
that any Electronic Signature on or associated with any Communication shall be valid and binding on each Loan Party to the same
extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal,
valid and binding obligation of the Loan Parties enforceable against such Loan Parties in accordance with the terms thereof to
the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts
as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.
For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative
Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned
into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.
The Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form
of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of
such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record,
including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity
and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under
no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent
pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative
Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely
on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (b) upon
the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed
counterpart.


 


SECTION 8.     Headings.
Section headings are included herein for convenience of reference only and shall not constitute a part hereof for any other
purpose or be given any substantive effect.


 


[Remainder of page intentionally
left blank.]


 






    


    


    

 


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


 


	 	CBOE global markets, INC.,
	 	as the Company,
	 	 
	 	 
	 	By:	/s/ Brian
    N. Schell
	 	Name: Brian N. Schell
	 	Title: Executive Vice President, Chief Financial
Officer and Treasurer



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	BANK OF AMERICA, N.A.,
	 	as Administrative Agent
	 	 
	 	 
	 	By:	/s/ Melissa Mullis
	 	Name: Melissa Mullis
	 	Title: Assistant Vice President



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	LENDERS:	BANK OF AMERICA, N.A.,
	 	 
	 	 
	 	By:	/s/ Jonathan Mullen
	 	Name: Jonathan Mullen
	 	Title: Managing Director



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	MORGAN STANLEY BANK, N.A.,
as a Lender
	 	 
	 	 
	 	By:	/s/ David White
	 	Name: David White
	 	Title: Authorized Signatory



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	MUFG Bank, Ltd.
	 	 
	 	 
	 	By:	/s/ Jacob
Ulevich
	 	Name: Jacob Ulevich
	 	Title: Director



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	CITIBANK, N.A.,
	 	 
	 	 
	 	By:	/s/ CIARAN SMALL
	 	Name: Ciaran Small
	 	Title: Vice President



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Jennifer
M. Dunneback
	 	Name: Jennifer M. Dunneback
	 	Title: Vice President



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	PNC Bank, National Association
	 	 
	 	 
	 	By: 	/s/ Alaa
Shraim
	 	Name: Alaa Shraim
	 	Title: Senior Vice President



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	 
	 	By:	/s/ Kevin
Shenoy
	 	Name: Kevin Shenoy
	 	Title: Vice President



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION
	 	 
	 	 
	 	By: 	/s/ Jocelyn Boll
	 	Name: Jocelyn Boll
	 	Title: Managing Director



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


For the avoidance
of doubt, the undersigned Consenting Lender consents only to the All Lender Amendments.


 


	 	BANK OF CHINA, Chicago Branch
	 	as a Consenting Lender
	 	 
	 	 
	 	By: 	/s/ Kai
Wu
	 	Name: Kai Wu
	 	Title: SVP



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	DEUTSCHE BANK AG NEW YORK
BRANCH,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Annie Chung
	 	Name: Annie Chung	annie.chung@db.com
	 	Title:
Director	+1-212-250-6375
	 	 	               	  



 


	 	By:	/s/ Ming K Chu
	 	Name: Ming K Chu	ming.k.chu@db.com
	 	Title:
Director	+1-212-250-5451
	 	 	               	  




 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	THE HUNTINGTON NATIONAL BANK
	 	 
	 	 
	 	By:	/s/ Mark
Zobel
	 	Name: Mark Zobel
	 	Title: Vice President



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 


	 	THE NORTHERN TRUST COMPANY
	 	 
	 	 
	 	By:	/s/ Mike
Fornal
	 	Name: Mike Fornal
	 	Title: Senior Vice President



 


[Signature
Page – CBOE Amendment to Revolving Credit Agreement]


 






    


    


    

 





 


Exhibit A


 


(Attached)





 






    


    


    

 






 


EXECUTION
VERSION


 


Conformed
to Amendment No. 1, dated May 29, 2020








 



  


Published
Deal CUSIP Number: 12507LAC0


Published Revolver Facility CUSIP Number: 12507LAD8


 


CREDIT AGREEMENT


 


Dated as of December 15, 2016


 


among


 


CBOE
HOLDINGSGLOBAL
MARKETS, INC.,


as the Company,


 


BANK
OF AMERICA, N.A.,


as Administrative Agent and as Swing Line
Lender,


 


and


 


The Other Lenders Party Hereto


 


 


 


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED


BOFA
SECURITIES, INC.


as Sole Lead Arranger and Sole Bookrunner,


 


MORGAN STANLEY
MUFG LOAN PARTNERS, LLC,


as Syndication Agent


 


and


 


CITIBANK, N.A.,


 


PNC BANK, NATIONAL ASSOCIATION,


 


and


 


JPMORGAN CHASE
BANK, N.A.,


as Co-Documentation Agents


 


 






CBOE HoldingsGlobal
Markets, Inc. - Credit Agreement


(Revolving Credit
Facility)


 






     

     


    




 


TABLE OF CONTENTS


 


	Section	 	Page
	 	 	 
	ARTICLE I.
    DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	1.01.	Defined Terms	1
	1.02.	Other Interpretive
    Provisions	2526
	1.03.	Accounting Terms	2527
	1.04.	Rounding	2628
	1.05.	Times of Day; Rates	2628
	1.06.	Exchange Rates;
    Currency Equivalents	2628
	1.07.	Change of Currency	2729
	 	 	 
	ARTICLE II.
    THE COMMITMENTS AND CREDIT EXTENSIONS	2829
	 	 	 
	2.01.	Committed Loans	2829
	2.02.	Borrowings, Conversions
    and Continuations of Committed Loans	2830
	2.03.	Swing Line Loans	3031
	2.04.	Prepayments	3234
	2.05.	Termination or
    Reduction of Commitments	3335
	2.06.	Repayment of Loans	3436
	2.07.	Interest	3436
	2.08.	Fees	3537
	2.09.	Computation of
    Interest and Fees	3637
	2.10.	Evidence of Debt	3638
	2.11.	Payments Generally;
    Administrative Agent’s Clawback	3638
	2.12.	Sharing of Payments
    by Lenders	3840
	2.13.	Increase in Commitments	3941
	2.14.	Defaulting Lenders	4042
	2.15.	Designated Borrowers	4243
	 	 	 
	ARTICLE III.
    TAXES, YIELD PROTECTION AND ILLEGALITY	4345
	 	 	 
	3.01.	Taxes	4345
	3.02.	Illegality	4850
	3.03.	Inability to Determine
    Rates	4950
	3.04.	Increased Costs;
    Reserves on Eurodollar Rate Loans	5053
	3.05.	Compensation for
    Losses	5154
	3.06.	Mitigation Obligations;
    Replacement of Lenders	5255
	3.07.	Survival	5356
	 	 	 
	ARTICLE IV.
    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	5356
	 	 	 
	4.01.	Conditions to Closing	5356
	4.02.	Conditions to all
    Credit Extensions	5457
	4.03.	Conditions of Initial
    Credit Extensions to Each Designated Borrower	5558
	 	 	 
	ARTICLE V.
    REPRESENTATIONS AND WARRANTIES	5659
	 	 	 
	5.01.	Existence, Qualification
    and Power	5659
	5.02.	Authorization;
    No Contravention	5659


 




CBOE HoldingsGlobal
Markets, Inc. - Credit Agreement


(Revolving Credit
Facility)


 






    	 	i	 



     


    

 





	5.03.	Governmental
    Authorization	 5760
	5.04.	Binding
    Effect	 5760
	5.05.	Financial
    Statements; No Material Adverse Effect	 5760
	5.06.	Litigation	 5861
	5.07.	No
    Default	 5861
	5.08.	Ownership
    of Property; Liens	 5861
	5.09.	Taxes	 5861
	5.10.	Margin
    Regulations; Investment Company Act	 5861
	5.11.	Disclosure	 5962
	5.12.	Compliance
    with Laws	 5962
	5.13.	OFAC;
    USA PATRIOT Act	 5962
	5.14.	Anti-Corruption
Laws	5962
	5.15.	ERISA	62
	 	 	 
	ARTICLE VI.
    AFFIRMATIVE COVENANTS	6063
	 	 	 
	6.01.	Financial
    Statements	6063
	6.02.	Certificates;
    Other Information	6063
	6.03.	Notices	6265
	6.04.	Payment
    of Taxes	6265
	6.05.	Preservation
    of Existence, Etc.	6366
	6.06.	Compliance
    with Laws	6366
	6.07.	Books
    and Records	6366
	6.08.	Inspection
    Rights	6366
	6.09.	Use
    of Proceeds	6366
	6.10.	Anti-Corruption
    Laws	6366
	 	 	 
	ARTICLE VII.
    NEGATIVE COVENANTS	6467
	 	 	 
	7.01.	Liens	 6467
	7.02.	Subsidiary
    Indebtedness	 6669
	7.03.	Fundamental
    Changes	 6871
	7.04.	Financial
    Covenants	 6871
	7.05.	Use
    of Proceeds	 6871
	 	 	 
	ARTICLE VIII.
    EVENTS OF DEFAULT AND REMEDIES	6972
	 	 	 
	8.01.	Events
    of Default	6972
	8.02.	Remedies
    Upon Event of Default	7174
	8.03.	Application
    of Funds	7174
	 	 	 
	ARTICLE IX.
    ADMINISTRATIVE AGENT	7275
	 	 	 
	9.01.	Appointment
    and Authority	7275
	9.02.	Rights
    as a Lender	7275
	9.03.	Exculpatory
    Provisions	7275
	9.04.	Reliance
    by Administrative Agent	7376
	9.05.	Delegation
    of Duties	7376
	9.06.	Resignation
    of Administrative Agent	7477
	9.07.	Non-Reliance
    on Administrative Agent and Other Lenders	7578
	9.08.	No
    Other Duties, Etc.	7578


 


CBOE
HoldingsGlobal
Markets, Inc. - Credit Agreement


(Revolving Credit
Facility)


 






    	 	ii	 



     


    

 


	9.09.	Administrative
    Agent May File Proofs of Claim	7578
	9.10.	Certain ERISA
    Matters	79
	 	 	 
	ARTICLE X.
    GUARANTY	7680
	10.01.	Guaranty

        
	7680
	10.02.	Acknowledgments,
    Waivers and Consents	7680
	10.03.	Reinstatement

        
	7983
	10.04.	Subrogation

        
	7983
	10.05.	Remedies

        
	7983
	10.06.	Payments

        
	8084
	10.07.	Effect of Bail-in
    Action	84
	 	 	 
	ARTICLE XI.
    MISCELLANEOUS	8084
	 	 	 
	11.01.	Amendments,
    Etc.	8084
	11.02.	Notices; Effectiveness;
    Electronic Communication	8185
	11.03.	No Waiver; Cumulative
    Remedies; Enforcement	8387
	11.04.	Expenses; Indemnity;
    Damage Waiver	8488
	11.05.	Payments Set Aside	8690
	11.06.	Successors and
    Assigns	8690
	11.07.	Treatment of Certain
    Information; Confidentiality	9195
	11.08.	Right of Setoff	9396
	11.09.	Interest Rate Limitation	9397
	11.10.	Counterparts; Integration;
    Effectiveness	9397
	11.11.	Survival of Representations
    and Warranties	9497
	11.12.	Severability	9498
	11.13.	Replacement of
    Lenders	9498
	11.14.	Governing Law;
    Jurisdiction; Etc.	9599
	11.15.	Waiver
    of Jury Trial	96100
	11.16.	No
    Advisory or Fiduciary Responsibility	96100
	11.17.	Electronic Execution
    of Assignments and Certain Other Documents	97101
	11.18.	USA PATRIOT Act	97102
	11.19.	Judgment Currency	98102
	11.20.	Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	98102


 


CBOE HoldingsGlobal
Markets, Inc. - Credit Agreement


(Revolving Credit Facility)


 






    	 	iii	 



     


    

 


		SCHEDULES	



 


		2.01	Commitments and Applicable
Percentages






		7.01	Existing Liens






		11.02	Administrative Agent’s Office; Certain Addresses
for Notices



 


		EXHIBITS	



 


			Form
                                         of



 


 


		A-1	Committed Loan Notice A-2
Swing Line Loan Notice B Note



		C	Compliance Certificate
	 	D	Assignment and Assumption
	 	E	Form of
U.S. Tax Compliance Certificates
	 	F	Solvency
Certificate
	 	G	Designation Agreement



 


CBOE HoldingsGlobal
Markets, Inc. - Credit Agreement


(Revolving
Credit Facility)


 






    		iv	 



     


    

 


CREDIT AGREEMENT


 


This CREDIT
AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”)
is entered into as of December 15, 2016, by and among CBOE HOLDINGSGLOBAL
MARKETS, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from
time to time party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with
the Company, each a “Borrower” and collectively the “Borrowers”), each lender from time to
time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF
AMERICA, N.A., as Administrative Agent and as Swing Line Lender.


 


The Company
has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions
set forth herein.


 


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


 


ARTICLE I.





DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acquired
Business” means, collectively, Bats Global Markets, Inc., a Delaware corporation, and its Subsidiaries, and any
successor thereto.


 


“Acquired
EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated
EBITDA of such Acquired Entity or Business (determined as if references to the Company and the Subsidiaries in the definition of
Consolidated EBITDA (and in the component definitions used therein) were references to such Acquired Entity or Business and its
subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.


 


“Acquisition”
means the acquisition by the Company of all of the Equity Interests of Acquired Business, pursuant to, and in accordance with,
the Acquisition Agreement.


 


“Acquisition
Agreement” means that certain Agreement and Plan of Merger, dated as of September 25, 2016, by and among the Company,
CBOE Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company, CBOE V, LLC, a Delaware limited liability
company and a wholly-owned subsidiary of the Company, and Bats Global Markets, Inc., a Delaware corporation.


 


“Act” has the meaning specified
in Section 4.01(b).


 


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


 






    1


     


    

 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such
currency as the Administrative Agent may from time to time notify the Company and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form approved by the Administrative Agent.


 


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


 


“Affiliate”
means, with respect to any 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.


 


“AFX
Overnight Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight transactions
with members of the American Financial Exchange, LLC, as published by the American Financial Exchange, LLC on the Business Day
next succeeding such day; provided that if such day is not a Business Day, the AFX Overnight Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day. All Loans
that bear interest based on the AFX Overnight Rate shall be denominated in Dollars.


 


“Aggregate Commitments” means
the Commitments of all the Lenders. “Agreement” has the meaning specified in the introductory paragraph hereto.
 “Alternative Currency” means each of the following currencies: Euro and Sterling.


 


“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof
in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined
in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.


 


“Applicable
Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.14.
If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Commitments
have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes
a party hereto, as applicable.


 






    2


     


    

 


“Applicable
Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:


 


	Applicable Rate
	Pricing

 Level	Debt Ratings 

S&P/Moody’s	
         

        Commitment Fee
	Eurodollar Rate 

Loans	
         

        Base Rate Loans

	
        

        1
	> A / A2 or better	
        

        0.10%
	
        

        1.00%
	
        

        0.00%

	2	A– / A3	0.125%	1.125%	0.125%
	3	BBB+ / Baa1	0.150%	1.25%	0.25%
	4	BBB / Baa2	0.20%	1.50%	0.50%
	5	< BBB– / Baa3	0.30%	1.75%	0.75%


 


“Debt
Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s
(collectively, the “Debt Ratings”) of the Company’s non-credit-enhanced, senior unsecured long-term
debt; provided that (a) if the respective Debt Ratings issued by the foregoing rating agencies differ by one
level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being
the highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if there is a split in Debt Ratings of more
than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply;
(c) subject to clause (e) below, if the
Company has only one Debt Rating, the Pricing Level that is one level lower than that of such Debt Rating shall apply;
(d) if the Company does not have any Debt Rating, Pricing Level 5 shall apply and (e) prior to the earlier of
(i) the Outside Date (as defined in the Acquisition Agreement) and (ii) the date on which the Company receives
ratings determined by each of S&P and Moody’s, Pricing Level 3 shall apply.


 


Initially, the Applicable Rate
shall be determined based upon the Debt Ratings in effect on the Closing Date, each of which shall be specified in the certificate
delivered pursuant to Section 4.01(a)(vi). Thereafter, each change in the Applicable Rate resulting from a publicly announced
change in any Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by
the Company to the Administrative Agent of notice thereof pursuant to Section 6.03(e) and ending on the date immediately
preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date
of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.


 


“Applicable
Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of
settlement for such Alternative Currency as may be determined by the Administrative Agent to be necessary for timely settlement
on the relevant date in accordance with normal banking procedures in the place of payment.


 






    3


     


    

 


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


 


“Arranger”
means MLPFS,BofA Securities, Inc.
in its capacity as sole lead arranger and sole bookrunner.


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed
by the same investment advisor.


 


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


 


“Attorney
Costs” means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external
counsel.


 


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


 


“Audited
Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal
year ended December 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.


 


“Availability
Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the
date of termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of
the commitment of each Lender to make Loans pursuant to Section 8.02.


 


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


 


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


 






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


 


“BofA
Securities” means BofA Securities, Inc.,
its successor
or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of
America Corporation’s or any of its subsidiaries’ investment banking, commercial lending  services  or  related  businesses 
may  be  transferred  following  the  date  of  this  Agreement.


 


“Bankruptcy Code” means the Bankruptcy
Code of 1978, as amended.


 


“Base
Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2
of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime
rate,” and (c) the Eurodollar Rate plus 0.50%. The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and
is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in
such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement
of such change.


 


“Base Rate Committed Loan” means
a Committed Loan that is a Base Rate Loan.


 


“Base Rate Loan”
means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.


 


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


 


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


 


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


 


“Borrower”
and “Borrowers” have the meanings specified in the introductory paragraph hereto and, for the avoidance of doubt,
shall always include the Company.


 


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


 


“Borrowing”
means a Committed Borrowing or a Swing Line Borrowing, as the context may require.


 






    5


     


    

 


 


 



 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to
Obligations denominated in Dollars is located and:


 


(a)            if
such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurodollar Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, means any such day that is also a London Banking Day;


 


(b)            if
such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in Euro, any fundings, disbursements, settlements
and payments in Euro in respect of any such Eurodollar Rate Loan, or any other dealings in Euro to be carried out pursuant to this
Agreement in respect of any such Eurodollar Rate Loan, means a TARGET Day;


 


(c)            if
such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in Sterling, means any such day on which
dealings in deposits in Sterling are conducted by and between banks in the London or other applicable offshore interbank market
for Sterling; and


 


(d)            if
such day relates to any fundings, disbursements, settlements and payments in Sterling in respect of a Eurodollar Rate Loan denominated
in Sterling, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate
Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in London,
England.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any
request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided
that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and
all requests, rules, guidelines or directives thereunder or issued in connection therewith 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 or,  issued or
implemented.


 


“Change of Control” means, with
respect to any Person, an event or series of events by which:


 


(a)             any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity
acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to
acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option
right”)), directly or indirectly, of 40% or more of the equity securities of the Company entitled to vote for
members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into
account all such securities that such person or group has the right to acquire pursuant to any option right);


 






    6 


     


    

 


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


 


(c)            the
Company ceases to own, directly or indirectly, 100% of the Equity Interests or other similar ownership interests of any Designated
Borrower.


 


“Closing
Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 11.01.


 


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


 


“Co-Documentation
Agents” means Citibank, N.A., PNC Bank, National Association and JPMorgan Chase Bank, N.A., in their respective capacities
as co-documentation agents under this Agreement.


 


“Commitment”
means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01
and (b) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed
the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.


 


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


 


“Committed Loan” has the meaning
specified in Section 2.01.


 


“Committed
Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one
Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form attached hereto as Exhibit A-1 or such other form as may be approved
by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be
approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable
Borrower.


 






    7 


     


    

 


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


 


“Compliance Certificate” means a certificate substantially in the form
attached hereto as Exhibit C.


 


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


 


“Consolidated
EBIT” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated
Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income:
(i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes
payable by the Company and its Subsidiaries for such period, (iii) other non-cash expenses or charges reducing Consolidated
Net Income for such period, (iv) the amount of any restructuring charges or reserves, equity-based or non-cash compensation
charges or expenses, including any such charges or expenses arising from grants of stock appreciation or similar rights, stock
options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans) (collectively,
 “Stock-Based Compensation”), start-up or initial costs for any project or new production line, division or new
line of business or other business optimization expenses or reserves including, without limitation, costs or reserves associated
with improvements to information technology and accounting functions, integration and facilities opening costs or any one-time
costs, in each case incurred in connection with (A) the Acquisition or (B), on or after the occurrence of the Closing Date,
to the extent not prohibited hereunder, acquisitions and dispositions, issuances or incurrence of Indebtedness, issuances of Equity
Interests or Equity Equivalents (excluding, in each case, any Stock-Based Compensation) or refinancing transactions and modifications
of instruments of Indebtedness, provided that the aggregate amount added back pursuant to this clause (iv)(B) in any
four consecutive fiscal quarter period shall not exceed the greater of (x) $35.0 million and (y) 5.0% of Consolidated
EBITDA for such period (calculated prior to giving effect to any increase pursuant to this clause (iv)(B)), (v) fees, charges
and expenses incurred in connection with the negotiation, execution and consummation of the Acquisition and/or this Agreement,
(vi) expenses incurred in connection with repurchases of employee equity or stock options, and minus (b) the following
to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits
of the Company and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such
period.


 






    8 


     


    

 


“Consolidated
EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to
Consolidated EBIT for such period plus, to the extent deducted in calculating Consolidated Net Income for such period,
depreciation and amortization expense; provided that (a) there shall be included in determining Consolidated
EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by the
Company or any Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets
to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Company or such
Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an
 “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business
for such period (including the portion thereof occurring prior to such acquisition); provided, further, that
the Company may choose not to make such an adjustment with respect to any acquisition having consideration in an amount less
than $100,000,000 and (b) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA
of any Person, property, business or asset sold, transferred or otherwise disposed of or closed by the Borrower or any
Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity
or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the
portion thereof occurring prior to such sale, transfer or disposition).


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis,
the sum (without duplication) of (a) the outstanding principal amount of all obligations, whether current or long-term, for
borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or
other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all
obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) all
Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons
other than the Company or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above
of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which
the Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to
the Company or such Subsidiary.


 


“Consolidated
Interest Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all
interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in connection
with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case
to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its Subsidiaries
with respect to such period under capital leases that is treated as interest in accordance with GAAP and (c) the amount of
payments in respect of Synthetic Lease Obligations that are in the nature of interest.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBIT for the period
of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of
such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.


 






    9 


     


    

 


“Consolidated
Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the
Company and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.


 


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


 


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


 


“Controlling”
and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person
shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or
more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.


 


“Credit Extension” means a Borrowing.


 


“Debt Rating” has the meaning
specified in the definition of “Applicable Rate”.


 


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


 


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


 


“Default
Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base
Rate Loans plus (c) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such
Loan plus 2% per annum.


 






    10 


     


    

 


“Defaulting Lender” means,
subject to Section 2.14(b), any Lender that (a) has failed to (i) fund all or any portion of its
Committed Loans within two Business Days of the date such Committed Loans were required to be funded hereunder unless such
Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Administrative Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder
(including in respect of its participation in Swing Line Loans) within two Business Days of the date when due, (b) has
notified the Company, the Administrative Agent or the Swing Line Lender in writing that it does not intend to comply with its
funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates
to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall
be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three
Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative
Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that
has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other
state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that
a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does
not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to
reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above,
and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be
deemed to be a Defaulting Lender (subject to Section 2.14(b)) as of the date established therefor by the
Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the
Company, the Swing Line Lender and each other Lender promptly following such determination.


 


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


 


“Designated Jurisdiction” means any country or territory
that is, or whose government is,to
the extent that such country or territory itself is the subject of comprehensive territorial-
based Sanctions, including, currently, Crimea, Cuba, Iran, North Korea, Sudan and Syriaany
Sanction.


 


“Designation
Agreement” means, with respect to any Designated Borrower, an agreement substantially in the form attached hereto Exhibit G
signed by such Designated SubsidiaryBorrower
and the Company and acknowledged by the Administrative Agent.


 


“Disposed
EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated
EBITDA of such Sold Entity or Business (determined as if references to the Company and the Subsidiaries in the definition of Consolidated
EBITDA (and in the component definitions used therein) were references to such Sold Entity or Business and its subsidiaries), all
as determined on a consolidated basis for such Sold Entity or Business.


 






    11 


     


    

 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in
one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise)
of any property by any Person (including any sale and leaseback transaction) of any
property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith.


 


“Dividing
Person” has the meaning assigned to it in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”)
among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not
include the Dividing Person and pursuant to which the Dividing Person may or may not survive.


 


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


 


“Dollar
Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with
respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative
Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of
Dollars with such Alternative Currency.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which
is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established
in an EEA Member Country which is a subsidiarySubsidiary
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 personPerson
entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the
resolution of any EEA Financial Institution.


 


“Electronic
Record” has the meaning specified in 15 USC §7006, as it may be amended from time to time.


 


“Electronic
Signature” has the meaning specified in 15 USC §7006, as it may be amended from time to time.


 


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


 


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


 






    12 


     


    

 


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


 


“Equity
Equivalents” means all securities convertible into or exchangeable for Equity Interests, and all warrants, options or
other rights to purchase or subscribe for any Equity Interests, whether or not presently convertible, exchangeable or exercisable.


 


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


 


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


 


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


 


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


 






    13 


     


    

 


“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 “€”
mean the single currency of the Participating Member States.


 


“EuroCCP”
means European Central Counterparty N.V. or any successor thereto.


 


“Eurodollar Rate” means:


 


(a)            for
any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”)
or a comparable or successor rate, which rate is approved by the Administrative Agent,as
administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars
for a period equal in length to such Interest Period (“LIBOR”) as published on the applicable Bloomberg
screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period; and


 


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


 


(c)            if
the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement;


 


provided that to the extent
a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied
in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively
feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the
Administrative Agent.


 


“Eurodollar
Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of
 “Eurodollar Rate”; provided that, for the avoidance of doubt, a Base Rate Loan for which the Base Rate is determined
by reference to the Eurodollar Rate shall not constitute a Eurodollar Rate Loan. Eurodollar Rate Loans may be denominated in Dollars
or in an Alternative Currency. All Committed Loans denominated in an Alternative Currency must be Eurodollar Rate Loans.


 


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


 






    14 


     


    

 


“Exchange
and Clearing Operations” means the business relating to exchange and clearing, depository and settlement operations conducted
by the Company or any of its Subsidiaries.


 


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


 


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


 


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


 


“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members ofcalculated
by the Federal Reserve System, as published by the Federal Reserve Bank of New York on
the Business Day next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day, and (b) if no such rate is sobased
on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve
Bank of New York shall set forth on its public website from time to time) and published on such next succeeding Business
Day, by the Federal Funds
Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank
of America on such day on such transactions as determined by the Administrative Agent.Reserve
Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than
zero, such rate shall be deemed to be zero for purposes of this Agreement.


 






    15 


     


    

 



 





“Fee
Letter” means the letter agreement, dated October 12, 2016, among the Company, the Administrative Agent and MLPFSBofA
Securities.


 


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


 


“Foreign
Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State
thereof or the District of Columbia.


 


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


 


“Fronting Exposure” means,
at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender’s Applicable
Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders in accordance with the terms hereof.


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in
the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 


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


 


“Granting Lender” has the meaning
specified in Section 11.06(g).


 






    16


     


    




 


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


 


“Guaranteed Obligations” means
the Obligations owing by each Designated Borrower. “Guaranty” means the Guarantee of the Company to the Administrative
Agent and the Lenders contained in Article X.


 


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


 


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


 


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




 


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




 


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






 


 (d)           all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);




 


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




 


 (f)            capital leases and Synthetic Lease Obligations; and




 


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




 






    17


     


    

 


For
all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or
a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation
under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of
any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness
in respect thereof as of such date. The amount of Indebtedness referred to in clause (e) shall be deemed to be equal to
the lesser of (i) the
aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered
thereby.


 


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


 


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


 


“Information” has the meaning specified in Section 11.07.


 


“Interest
Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable
to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds
three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and
December and the Maturity Date.


 


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


 


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


 


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


 


(iii)           no
Interest Period shall extend beyond the Maturity Date. “IRS” means the United States Internal Revenue Service.


 






    18


     


    

 


“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


“Lender”
has the meaning specified in the introductory paragraph hereto and, unless the context requires otherwise, includes the Swing Line
Lender.


 


“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative
Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent,
which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless
the context otherwise requires each reference to a Lender shall include its applicable Lending Office.


 


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


 


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


 


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


 


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


 


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


 


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


 






    19


     


    

 


“Loan
Documents” means this Agreement, each Designation Agreement, each Note and, solely for purposes for clause (e) of
Article VII, the Fee Letter, and any amendment, waiver, supplement or other modification to any of the foregoing.


 


“Loan
Parties” means, collectively, the Company (including in its capacity as a guarantor of the Obligations owing by each
Designated Borrower pursuant to Article X) and each Designated Borrower.


 


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


 


“Material
Adverse Effect” means (a) a material adverse effect upon, the operations, business or properties, financial condition
of the Company and its Subsidiaries taken as a whole,


 


(b) a material impairment
of the ability of any Borrower to perform its payment and other material obligations under any Loan Document to which it is a party
or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Borrower of any
Loan Document to which it is a party.


 


“Material
Subsidiary” means, at any date of determination, each of the Company’s Subsidiaries (i) the total assets or
total revenues, as applicable, of which equal or exceed 10.0% of the consolidated total assets (as of the date of the most recent
financial statements delivered pursuant to Section 6.01) or the consolidated total revenues (for the most recent four
consecutive fiscal quarter period for which financial statements have been delivered pursuant to Section 6.01), as
applicable, of the Company or (ii) which the Company has elected to treat as a Material Subsidiary.


 


“Maturity
Date” means December 15, 2021; provided, however, that if such date is not a Business Day, the Maturity
Date shall be the next immediately preceding Business Day.


 


“MLPFS”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated, its successor
or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of
America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses
may be transferred following the date of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Note”
means a promissory note made by a Borrower in favor of a Lender evidencing Loans made by such Lender to such Borrower, substantially
in the form attached hereto as Exhibit B.


 






    20


     


    

 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document
or otherwise with respect to any Loan, 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 any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


 


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


 


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


 


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


 


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


 


“Outstanding
Amount” means (i) with respect to Committed Loans on any date, the Dollar Equivalent amount of the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring
on such date and (ii) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date.


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate determined by the Administrative Agent or the Swing Line Lender, as the case may be,
in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in
an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in
an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day
by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such
interbank market.


 


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


 


“Participating
Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with
legislation of the European Union relating to Economic and Monetary Union.


 


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


 


“PBGC” means the Pension Benefit Guaranty Corporation.


 


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


 






    21


     


    

 


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


 


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


 


“Platform” has the meaning specified
in Section 6.02.


 


“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.


 


“Protesting Lender”
has the meaning specified in Section 2.15(a)(ii).


 


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


 


“Recipient”
means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation
of any Borrower hereunder.


 


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


 


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


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a
benchmark rate to replace LIBOR in loan agreements similar to this Agreement.


 


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


 


“Request
for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed
Loan Notice and (b) with respect to a Swing Line Loan, a Swing Line Loan Notice.


 


“Required
Lenders” means, as of any date of determination, Lenders having Total Credit Exposures representing more than 50% of
the Total Credit Exposures of all Lenders or, if the commitment of each Lender to make Loans have been terminated pursuant to Section 8.02,
Lenders holding in the aggregate more than 50% of the Total Outstandings; provided that the Total Credit Exposure of, and
the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders; provided, further, that, the amount of any participation in any Swing Line Loan
that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to
be held by the Lender that is the Swing Line Lender in making such determination.


 


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


 






    22


     


    

 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, vice president
and controller, the treasurer, any vice president or the assistant treasurer of a Borrower, and, solely for the purposes of notices
given under Article II, any other officer of such Borrower that is so designated by any of the foregoing officers in a notice
to the Administrative Agent or any other officer of such Borrower designated in or pursuant to an agreement between the applicable
Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall
be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such
Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.


 


“Revaluation
Date” means, with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurodollar Rate
Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurodollar Rate Loan denominated in an
Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall
determine or the Required Lenders shall require.


 


“Revolving
Credit Exposure” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its Committed
Loans and the aggregate Outstanding Amount of such Lender’s participation in Swing Line Loans at such time.


 


“Same
Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with
respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative
Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant
Alternative Currency.


 


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


 


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


 


“S&P” means
S&P Global Ratings and any successor thereto.


 


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


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value of the assets of such Person, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent
or otherwise, of such Person, (b) the present fair saleable value of the property of such Person will be greater than the
amount that will be required to pay the probable liability of such Person on their debts and other liabilities, direct, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person will be able to
pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured, and (d) such Person will not have unreasonably small capital with which to conduct the businesses in which
they are engaged as such businesses are now conducted and are proposed to be conducted. The amount of contingent liabilities at
any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured liability.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New
York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website
(or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.


 


“SOFR-Based
Rate” means SOFR or Term SOFR.


 


“SPC” has the meaning specified in Section 11.06(g).


 






    23


     


    

 


“Spot
Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting
in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of
which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another
financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date
of determination a spot buying rate for any such currency.


 


“Sterling” and “£”
mean the lawful currency of the United Kingdom.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Company.


 


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


 






    24


     


    

 









 


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


 


“Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.03.


 


“Swing
Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender
as provided hereunder and upon the Company’s prior written consent.


 


“Swing Line Loan” has the meaning
specified in Section 2.03(a).


 


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.03(b), which shall be substantially
in the form of Exhibit A-2 or such other form as approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed
by a Responsible Officer of the Company.


 


“Swing Line Sublimit” means an
amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of,
and not in addition to, the Aggregate Commitments.


 


“Syndication
Agent” means Morgan Stanley MUFG Loan Partners, LLC, acting through Morgan Stanley Senior Funding, Inc. and The
Bank of Tokyo-Mitsubishi UFJ, Ltd., in its capacity as syndication agent under this Agreement.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet
or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear
on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).


 


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





 






    	 	26	 



     


    

 








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


 


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


 


“Term
SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent”)
as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on
SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service
as selected by the Administrative Agent from time to time in its reasonable discretion.


 


“Threshold Amount” means $50,000,000.


 


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


 


“Total Outstandings” means the
aggregate Outstanding Amount of all Loans.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    27


     


    

 





1.02.        Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document:


 


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


 


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


 


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


 






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(d)            Any
reference herein to a merger, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or
similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a
series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, consolidation,
amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a
separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division
of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a
Person or entity).


 


1.03.        Accounting
Terms. (a) Generally. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as
in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant
(including the computation of any financial covenant) contained herein, Indebtedness of the Company and its Subsidiaries shall
be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-2068
on financial liabilities shall be disregarded.


 


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


 


(c)            Consolidation
of Variable Interest Entities. All references herein to consolidated financial statements of the Company and its Subsidiaries
or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall,
in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB ASC
810 as if such variable interest entity were a Subsidiary as defined herein.


 


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


 






    	 	29	 



     


    




 





1.05.        Times
of Day; Rates. Unless otherwise specified, all references herein to times of day shall
be references to Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility,
nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related
to the rates in the definition of “Eurodollar Rate” or with respect to any comparable
or successor rate thereto.rate that is an alternative
or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of
any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.


 


		1.06.	Exchange Rates; Currency Equivalents.



 


(a)     
      The Administrative Agent shall determine the Spot Rates as of
each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts
denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.
Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder
or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan
Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.


 


(b)           Wherever
in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurodollar Rate Loan, an
amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed Borrowing, Eurodollar Rate Loan
is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount
(rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative
Agent.


 


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


 


		1.07.	Change of Currency.



 


(a)            Each
obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European
Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such
adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this
Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market
for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or
practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any
Committed Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.


 






    	 	30	 



     


    

 


(b)            Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.


 


(c)            Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions
or practices relating to the change in currency.


 


ARTICLE II.


 


THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01.        Committed
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees
to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative
Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed
Borrowing, (i) the Total Outstandings shall not exceed the Dollar amount of the Aggregate Commitments, and (ii) the Revolving
Credit Exposure of any Lender shall not exceed the Dollar amount of such Lender’s Commitment. Within
the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under
this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Committed
Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.


 






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		2.02.	Borrowings, Conversions and Continuations of Committed Loans.



 


(a)            Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans
shall be made upon a Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone
or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative
Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than
11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans denominated in Dollars or of any conversion of Eurodollar Rate Loans denominated in Dollars to Base Rate
Committed Loans, (ii), four Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans
denominated in Alternative Currencies and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each
Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple
of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of  $100,000
in excess thereof. Each Committed Loan Notice shall specify (i) whether the applicable Borrower is requesting
a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans,
(ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day),
  (iii) the principal amount of Committed Loans to be
borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are
to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the
Committed Loans to be borrowed, and (vii) if, applicable, the Designated Borrower. If the applicable Borrower fails to specify
a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars.
If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the applicable Borrower
fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or
converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation
of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurodollar Rate Loans in their original
currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last
day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the applicable Borrower requests
a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into
or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of
such Committed Loan and reborrowed in the other currency.


 


(b)            Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of
its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided
by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base
Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in the preceding
subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative
Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the
case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent
in the case of any Committed Loan in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed
Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in Section 4.02 (and, if such Borrowing
is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available
to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting
the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds,
in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable
Borrower.


 






    	 	32	 



     


    

 


(c)            Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as
Eurodollar Rate Loans (whether in Dollars or an Alternative Currency) without the consent of the Required Lenders, and the
Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans denominated in an Alternative
Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the
then current Interest Period with respect thereto.


 


(d)            The
Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate.


 


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


 


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


 


		2.03.	Swing Line Loans.



 


(a)            The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of
the other Lenders set forth in this Section 2.03, may in its sole discretion make loans in Dollars (each such loan,
a “Swing Line Loan”) to the Company from time to time on any Business Day during the Availability Period in
an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after
giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the
Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Company shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under
any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest
error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other
terms and conditions hereof, the Company may borrow under this Section 2.03, prepay under Section 2.04,
and reborrow under this Section 2.03. Each Swing Line Loan shall be either a Base Rate Loan or, as requested by the
Company and as agreed to by the Administrative Agent and Swing Line Lender, a Loan that bears interest based on the AFX Overnight
Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of
such Lender’s Applicable Percentage times the amount of such Swing Line Loan.


 






    	 	33	 



     


    

 


(b)            Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and
the Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice; provided
that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing
Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not
later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be
a minimum of $250,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the
Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line
Lender will notify the Administrative Agent of the contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. on the date of the
proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations
set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing
Line Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount
of its Swing Line Loan available to the Company at its office by crediting the account of the Company on the books of the Swing
Line Lender in Same Day Funds.


 


		(c)	Refinancing of Swing Line Loans.



 


(i)            The
Swing Line Lender at any time in its sole discretion may request, on behalf of the Company (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount
equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be
made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance
with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the
principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions
set forth in Section 4.02. The Swing Line Lender shall furnish the Company with a copy of the applicable
Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount
equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative
Agent in Same Day Funds (and the Administrative Agent may apply Cash
Collateralcash
collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at
the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in
such Committed Loan Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available
shall be deemed to have made a Base Rate Committed Loan to the Company in such amount. The Administrative Agent shall remit
the funds so received to the Swing Line Lender.






    	 	34	 



     


    

 


(ii)            If
for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i),
the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request
by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s
payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.03(c)(i) shall
be deemed payment in respect of such participation.


 


(iii)          If
any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to
be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i),
the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such
amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately
available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus
any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If
such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than interest and fees as aforesaid)
shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the
relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.


 


(iv)          Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make
Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02.
No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans,
together with interest as provided herein.


 


		(d)	Repayment of Participations.



 


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


 


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






    	 	35	 



     


    

 




 


(e)           Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Company for interest on the
Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.03
to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage
shall be solely for the account of the Swing Line Lender.


 


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


 


 2.04.       Prepayments.




 


(a)           Each
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in
whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative
Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date
of prepayment of Eurodollar Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of
EurocurrencyEurodollar
Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment
of Base Rate Committed Loans, (ii) any prepayment of Eurodollar Rate Loans (whether in Dollars or an Alternative Currency)
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if such prepayment
is in an Alternative Currency, an approximately equivalent amount in the relevant currency, as agreed by the Company and Administrative
Agent) and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar
Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice
of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar
agreements or other transactions, in which case such notice may be revoked by the Company (by notice to the Administrative Agent
on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.
If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to
Section 2.14, each such prepayment shall be applied ratably to the Committed Loans of the Lenders in accordance with
their respective Applicable Percentages.


 






    	 	36	 



     


    

 


(b)           The
Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice
must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of $250,000. Each such notice shall specify the date
and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein.


 


(c)           If
for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately
prepay Loans in an aggregate amount equal to such excess.


 


2.05.       Termination
or Reduction of Commitments. Each Borrower may, upon notice to the Administrative Agent,
terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of
termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple
of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving
effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if,
after giving effect to any reduction for the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate
Commitments, the Swing Line Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will
promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate
Commitments shall be applied ratably to the Commitment of each Lender according to its Applicable Percentage. All fees accrued
until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
A notice of termination or reduction may state that such notice is conditioned upon the effectiveness of other credit facilities,
indentures or similar agreements or other transactions, in which case such notice may be revoked by the applicable Borrower (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.


 


 2.06.       Repayment of Loans.




 


(a)           Each
Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans made to such Borrower
outstanding on such date.


 


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


 


 2.07.       Interest.




 


(a)            Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus
the Applicable Rate, (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and
(iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to either (A) the Base Rate plus the Applicable Rate less the commitment
fee referenced in Section 2.08(a) below or (B) as requested by the Company and as agreed to by the
Administrative Agent and Swing Line Lender, a Loan that bears interest based on the AFX Overnight Rate plus a certain
interest rate margin above the AFX Overnight Rate as agreed to by and among the Administrative Agent, the Swing Line Lender
and the Company at the time (or immediately prior thereto) of the applicable Swing Line Borrowing less the commitment
fee referenced in Section 2.08(a) below.


  



    	 	37	 



     


    




 


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


 


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


 


(iii)           Upon
the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and
(b)(ii) above), the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at
a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


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


 


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


 


 2.08.       Fees.




 


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


 






    	 	38	 



     


    




 


(b)           Other
Fees. (i) The Company shall pay to MLPFSBofA
Securities and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the
times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


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


 


2.09.       Computation
of Interest and Fees. All computations of interest for Base Rate Loans (including Base
Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case
may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual
days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year),
or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs
from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for
one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.


 


 2.10.       Evidence of Debt.




 


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


 






    	 	39	 



     


    

  


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


 


 2.11.       Payments Generally; Administrative Agent’s Clawback.




 


(a)           General.
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest
on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency
shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified
by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative
Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is
prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment
in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.     The
Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein)
of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the
Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified
by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower
shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension
of time shall be reflected in computing interest or fees, as the case may be.


 






    	 	40	 



     


    

 


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


 


(ii) 
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received
notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders
hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender, in Same Day Funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
Overnight Rate.


 


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


 


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


 






    	 	41	 



     


    

 


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


 


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


 


2.12.       Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations
in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such
Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein,
then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in the Committed Loans and subparticipations in Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts
owing them, provided that:


 


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


 


(ii)            the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of any Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Committed Loans or subparticipations in Swing Line Loans to any assignee or participant, other than an assignment
to the Company or any Subsidiary thereof (as to which the provisions of this Section shall apply).


 


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


 






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 2.13.       Increase in Commitments.




  


(a)           Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Company may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests)
not exceeding $100,000,000.


 


(b)           Notification
by Administrative Agent; Lenders; Additional Lenders. To achieve the full amount of a requested increase the Company may invite
any of the following to provide the increase in the Aggregate Commitments: (i) subject to the approval of the Administrative
Agent (which approval shall not be unreasonably withheld), one or more additional Eligible Assignees who become Lenders pursuant
to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel and/or (ii) one or more
Lenders. For the avoidance of doubt, no Lender shall be required to provide any portion of the requested increase without its express
consent.


 


(c)           Effective
Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent
and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase
and the Increase Effective Date and the revised Commitments, which shall be reflected on an updated Schedule 2.01.


 


(d)           Conditions
to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent
a certificate of the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible
Officer of the Company (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such
increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties
contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the
Increase Effective Date (unless any such representation or warranty is qualified by materiality, in which event such representation
or warranty is true and correct in all respects), except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they were true and correct in all material respects as of such earlier date (unless any such
representation or warranty is qualified by materiality, in which event such representation or warranty was true and correct in
all respects on and as of such earlier date), and except that for purposes of this Section 2.12, the representations
and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default exists and (C) the
Company is in pro forma covenant compliance with each of the financial covenants set forth in Section 7.04 accompanied
by reasonably detailed calculations to evidence such compliance in form and substance substantially similar to the calculations
contemplated by the Compliance Certificate. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective
Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding
Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this
Section.


 






    	 	43	 



     


    

   


(e)           Conflicting
Provisions. This Section  shall supersede any provisions in Section 2.12 or 11.01 to the contrary.


 


 2.14.       Defaulting Lenders.




 


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


 


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


 


(ii)            Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times
as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment of any amounts owing by such Defaulting Lender to the
Swing Line Lender hereunder; third, as the Company may request (so long as no Default or Event of Default exists), to the
funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement,
as determined by the Administrative Agent; fourth, if so determined by the Administrative Agent and the Company, to be held
in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations
with respect to Loans under this Agreement; fifth, to the payment of any amounts owing to the Lenders or Swing Line Lender
as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Swing Line Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no
Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court
of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach
of its obligations under this Agreement; and seventh, 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 in respect of which
such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made 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 all Non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all
Loans and funded and unfunded participations Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments
hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay
amounts owed by a Defaulting Lender pursuant to this Section 2.14(a)(ii) shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






    	 	44	 



     


    

  



 


(iii)            Certain
Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section 2.08(a) for any period
during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would
have been required to have been paid to that Defaulting Lender).


 


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


 


(v)            Repayment
of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected,
the Company shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, prepay Swing Line
Loans in an amount equal to the Swing Line Lender’s Fronting Exposure.


 


(b)            Defaulting
Lender Cure. If the Company, the Administrative Agent and the Swing Line Lender agree in writing that a Lender is no longer
a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in
such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion
of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary
to cause the Committed Loans and funded and unfunded participations in Swing Line Loans to be held on a pro rata basis by the Lenders
in accordance with their Applicable Percentages (without giving effect to Section 2.14(a)(iv)), whereupon such Lender
will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued
or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.


 






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		2.15.	Designated Borrowers.



 


(a)            (i) The
Company may, upon ten (10) Business Days prior notice, at any time during the Availability Period, and from time to
time, by delivery to the Administrative Agent of a Designation Agreement duly executed by the Company and the respective
Subsidiary and substantially in the form of Exhibit G attached hereto, designate such Subsidiary as a
 “Designated Borrower” for purposes of this Agreement and such Subsidiary shall thereupon become a
 “Designated Borrower” for purposes of this Agreement and, as such, shall have all of the rights and obligations
of a Borrower hereunder; provided, that such Designation Agreement is to be countersigned by the Administrative
Agent with the prior written consent of the Required Lenders (such consent not to be unreasonably withheld or delayed); provided, further,
that no such Designated Borrower may borrow hereunder unless the conditions in Section 4.03 are satisfied on the
date of the initial borrowing by such Designated Borrower; and provided, further, that if such Subsidiary is
organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof, the
Company shall give 15 Business Days prior notice to the Administrative Agent.     The
Administrative Agent shall promptly notify each Lender of each such designation by the Company and the identity of the
respective Subsidiary. Following the giving of any notice pursuant to this Section 2.15, if the designation of
such Designated Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or
other identification and customary due diligence procedures in circumstances where the necessary information is not already
available to it, the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply or cause such
Subsidiary to supply such documentation and other evidence as is reasonably requested in writing by the Administrative Agent
or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the
results of all necessary “know your customer” and customary due diligence or other similar checks under all
applicable laws and regulations.


 


If the Company
shall designate as a Designated Borrower hereunder any Subsidiary not organized under the laws of the United States or any political
subdivision thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing
an Affiliate or branch of such Lender to act as the Lender in respect of such Designated Borrower.


 


(ii)            As
soon as practicable and in any event within five (5) Business Days after notice of the designation under Section 2.15(a)(i) of
a Designated Borrower that is organized under the laws of a jurisdiction other than of the United States or a political subdivision
thereof, any Lender that (in its sole judgment) may not legally lend to, or whose internal policies preclude lending to, such Designated
Borrower (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect
to each Protesting Lender, the Company shall, effective on or before the date that such Designated Borrower shall have the right
to borrow hereunder, either (A) (i) replace such Protesting Lender in accordance with Section 11.13 or (ii) notify
the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated; provided
that (x) the Company shall have received the prior written consent of the Administrative Agent and (y) such Protesting
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder, including amounts payable pursuant to Section 3.05, from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or the relevant Borrower (in the case of all other
amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Borrower” hereunder.


 






    	 	46	 



     


    

 


(iii)            Each
Subsidiary of the Company that becomes a “Designated Borrower” pursuant to this Section 2.15 hereby
irrevocably appoints the Company, and the Company hereby accepts such appointment, as its agent for all purposes relevant to
this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the
execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and
(iii) the receipt of the proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder. Any
acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given
or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the
Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction,
certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed
to have been delivered to each Designated Borrower.


 


(b)            Termination.
Upon the indefeasible payment and performance in full of all of the indebtedness, liabilities and obligations under this Agreement
of any Designated Borrower, so long as at the time no Committed Loan Notice in respect of such Designated Borrower is outstanding,
such Subsidiary’s status as a “Designated Borrower” shall terminate upon notice to such effect from the Administrative
Agent to the Lenders (which notice the Administrative Agent shall give promptly, and only upon its receipt of a request therefor
from the Company). Thereafter, the Lenders shall be under no further obligation to make any Loan hereunder to such Designated Borrower.


 


ARTICLE III.


 


TAXES, YIELD PROTECTION AND ILLEGALITY


 


		3.01.	Taxes.



 


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



 


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


 


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


 






    	 	47	 



     


    

 


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


 


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


 


(c)            Tax
Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient,
and shall make payment in respect thereof within 10 Business Days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01)
payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided that such indemnity shall not, as to the demanding
Lender or Administrative Agent, be available to the extent that such liabilities are determined by a court of competent jurisdiction
by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Lender or Administrative
Agent. A certificate as to the amount of such payment or liability, with a reasonably detailed calculation thereof, delivered to
the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf
of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally,
indemnify the Administrative Agent, and shall make payment in respect thereof within 10 Business Days after demand therefor, for
any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.


 






    	 	48	 



     


    

 


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


 


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


 


		(e)	Status of Lenders; Tax Documentation.



 


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


 


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


 


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


 






    	 	49	 



     


    

 


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


 


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


 


		(II)	executed copies of IRS Form W-8ECI;



 


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


 


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


 






    	 	50	 



     


    

 


(C)            any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time 


 


thereafter upon the reasonable
request of the Company or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis
for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation
as may be prescribed by applicable law to permit the Company or the Administrative Agent to determine the withholding or deduction
required to be made; and


 


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


 


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


 


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


 






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


 


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


 






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3.03.            Inability
to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or
a conversion to or continuation thereof, (a) (i) the
Administrative Agent determines that (A) deposits
(whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable
offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar
Rate Loan, or (iiB)
(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or in
connection with an existing or proposed Base Rate Loan and
(y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (a) (i) above,
 “Impacted Loans”), or (bii)
the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter,
(x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall
be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a
determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the
utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the
Administrative Agent (or,
in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the
Administrative Agent upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans in the affected currency or currencies (to the extent of the affected
Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for
a Committed Borrowing of Base Rate Loans in the amount specified therein.


 


(b)            Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (i) Section 3.03(a) (i) of
this section, the Administrative Agent, in consultation with the Company (and, with respect to a Borrower other
than the Company, such Borrower) and the affected Lenders, may establish an alternative interest rate for the Impacted Loans,
in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative
Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this
sectionSection 3.03(a), (2) the
Administrative Agent or the Required Lenders notify the Administrative Agent and the Company (and, with respect to a Borrower other
than the Company, such Borrower) that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders
of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority
has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest
is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or
any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides
the Administrative Agent and the Company (and, with respect to a Borrower other than the Company, such Borrower) written notice
thereof.


 


(c)            Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent reasonably determines (which
determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the


 


Administrative
Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have
determined, that:


 






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


 


(ii)            the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a
public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used
for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that
is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date,
the “Scheduled Unavailability Date”); or


 


(iii)            syndicated
loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then,
reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice,
as applicable, the Administrative Agent and the Company may amend this Agreement in a manner mutually agreeable solely for the
purpose of replacing LIBOR in accordance with this Section 3.03 with (x) one or more SOFR-Based Rates or (y) another
alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated
syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments
to such benchmark, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated
credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information
service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated
(the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall
become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment
to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in
clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause
(y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders
shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied
in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible
for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the
Administrative Agent.


 


If
no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability
Date has occurred (as applicable), the


 






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Administrative
Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the
Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company (and,
with respect to a Borrower other than the Company, such Borrower) may revoke any pending request for a Borrowing of, conversion
to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing
that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing
clause (y)) in the amount specified therein.


 


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


 


In
connection with the implementation of a LIBOR Successor Rate, the Administrative Agent, in consultation with the Borrower, will
have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective
without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected,
the Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders
reasonably promptly after such amendment becomes effective.


 


		3.04.	Increased Costs; Reserves on Eurodollar Rate Loans.



 


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



 


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


 


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


 


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


 


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


 






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


 


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


 


(d)            Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this
Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided
that no Borrower shall be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased
costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Company of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred
to above shall be extended to include the period of retroactive effect thereof).


 


(e)            Reserves
on Eurodollar Rate Loans. The Company shall pay (or cause the applicable Designated Borrower to pay) to each Lender, as long
as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount
of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest
is payable on such Loan, provided the Company shall have received at least 10 days’ prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant
Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.


 






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


 


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


 


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


 


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


 


(d)            any
failure by any Borrower to make payment of any Loan (or interest due thereon) denominated in an Alternative Currency on its scheduled
due date or any payment thereof in a different currency;


 


including any loss of anticipated
profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by
it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance
of any foreign exchange contract. The Company shall also pay (or cause the applicable Designated Borrower to pay) any customary
administrative fees charged by such Lender in connection with the foregoing.


 


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


 


3.06.          Mitigation
Obligations; Replacement of Lenders.




 


(h)   Designation
of a Different Lending Office. Each Lender may make any Credit Extension to the Borrowers through any Lending Office,
provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Credit Extension in
accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires
any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then at the request of the Company such Lender shall, as applicable, use reasonable efforts to designate a different Lending
Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not
subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment.


 






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


 


3.07.            Survival.
All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments,
repayment of all other Obligations hereunder, and resignation of the Administrative Agent.


 


ARTICLE IV.





CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01.            Conditions
to Closing. The closing of this credit facility is subject to satisfaction or waiver of
the following conditions precedent:


 


(a)            The
Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company (as applicable),
each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance reasonably satisfactory to the Administrative Agent and the Arranger:


 


 (i)            executed counterparts of this Agreement;




 


(ii)           a
Note executed by the Company in favor of each Lender requesting a Note;


 


(iii)          such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the
Company as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which
the Company is a party;


 


(iv)          such
documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized
or formed, and that the Company is validly existing, in good standing and qualified to engage in business in each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;


 






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(v)            a
favorable opinion letter of Sidley Austin LLP, counsel to the Company, addressed to the Administrative Agent and each Lender and
covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;


 


(vi)           a
certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections
4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the
date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect and (C) the current Debt Ratings;


 


(vii)          a
solvency certificate substantially in the form attached hereto as Exhibit F, signed by the chief financial officer,
chief accounting officer or other officer with equivalent duties of the Company acceptable to the Administrative Agent, attesting
to the Solvency of the Company and its Subsidiaries before and after giving effect to the Closing Date; and


 


(viii)        such
other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.


 


(b)            The
Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and
other information required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of any Lender) at
least ten (10) Business Days prior to the Closing Date.


 


(c)            Any
fees required to be paid on or before the Closing Date shall have been paid.




 


(d)            Unless
waived by the Administrative Agent, the Company shall have paid all reasonable and documented Attorney Costs (directly to such
counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days
prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney
Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling
of accounts among the Company and the Administrative Agent).


 


Without
limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining
compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 






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4.02.            Conditions
to all Credit Extensions. The obligation of each Lender to honor any Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation
of Eurodollar Rate Loans), including the initial Credit Extension, is subject to the following conditions precedent:


 


(a)            The
representations and warranties of the Borrowers contained in Article V or any other Loan Document (except (other than
on the Closing Date) the representations and warranties set forth in Section 5.05(c) and Section 5.06),
shall be true and correct in all material respects on and as of the date of such Credit Extension (unless any such representation
or warranty is qualified by materiality, in which event such representation or warranty shall be true and correct in all respects),
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have
been true and correct in all material respects as of such earlier date (unless any such representation or warranty is qualified
by materiality, in which event such representation or warranty shall have been true and correct in all respects on and as of such
earlier date), and except that for purposes of this Section 4.02, the representations and warranties contained in subsection
(a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) of
Section 6.01.


 


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


 


(c)            The
Administrative Agent and, if applicable, the Swing Line Lender, shall have received a Request for Credit Extension in accordance
with the requirements hereof.


 


(d)            In
the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national
or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable
opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency)
would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.


 


(e)            If
the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower
as a Designated Borrower shall have been met.


 


Each Request
for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit
Extension.


 






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4.03.            Conditions
of Initial Credit Extensions to Each Designated Borrower. The obligation of each Lender
to honor any Request for Credit Extension from each Designated Borrower, is subject to the satisfaction or waiver of the following
conditions precedent:


 


(a)          The
Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Designated
Borrower and/or the Company (as applicable), each dated the date such Designated Borrower became a party hereto in accordance with
Section 2.15 (or, in the case of certificates of governmental officials, a recent date before such date) and each in
form and substance reasonably satisfactory to the Administrative Agent and the Arranger:


 


(i)            executed
counterparts of the applicable Designation Agreement;




 


(ii)           a
Note executed by the applicable Designated Borrower in favor of each Lender requesting a Note;


 


(iii)          such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable
Designated Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each
Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement, the applicable Designation
Agreement and the other Loan Documents to which such Designated Borrower is a party;


 


(iv)          such
documents and certifications as the Administrative Agent may reasonably require to evidence that the applicable Designated Borrower
is duly organized or formed, and that such Designated Borrower is validly existing, in good standing and qualified to engage in
business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such
qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;


 


(v)            a
favorable opinion of counsel to the applicable Designated Borrower, addressed to the Administrative Agent and each Lender and covering
such matters relating to the Loan Documents as the Administrative Agent may reasonably require;


 


(vi)           a
 “Borrower Detail Form” (or such other document in substantially the form approved by the Administrative Agent) addressed
to the Administrative Agent and signed by two Responsible Officers of the Designated Borrower, together with such other related
money transfer authorizations as the Administrative Agent may have reasonably requested; and


 


(vii)         such
other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.


 


(b)          In
accordance with Section 2.15, the Administrative Agent shall have received all documentation and other information
required by regulatory authorities about the applicable Designated Borrower under applicable “know your customer” and
anti-money laundering rules and regulations, including, without limitation, the Act, reasonably requested in writing by the
Administrative Agent (and each Lender).


 






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ARTICLE V.





REPRESENTATIONS AND WARRANTIES


 


The Borrowers represent and warrant to the Administrative
Agent and the Lenders that:


 


5.01.            Existence,
Qualification and Power. The Company and each Material Subsidiary (a) is duly
organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own or lease its assets and carry on its business and
(ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly
qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such qualification or license, except in each case
referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.


 


5.02.            Authorization;
No Contravention. The execution, delivery and performance by each Borrower of each
Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational
action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents,
(b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment
to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject or (c) violate any Law, except in each
case referred to in clause (b) or (c),
to the extent that such conflict, breach, contravention, Lien, payment or violation, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect.


 


5.03.            Governmental
Authorization. No approval, consent, exemption, authorization, or other action by,
or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or
made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with
the execution, delivery or performance by, or enforcement against, any Borrower of this Agreement or any other Loan
Document.


 


5.04.            Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder,
will have been, duly executed and delivered by each Borrower. This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of such Borrower, enforceable against each Borrower as a party
thereto in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles or by principles
of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).


 






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5.05.           Financial
Statements; No Material Adverse Effect.




 


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


 


(b)            The
unaudited consolidated financial statements of the Company and its Subsidiaries dated September 30, 2016, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that
date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the consolidated financial condition of the Company and its Subsidiaries
as of the date thereof and their consolidated results of operations for the period covered thereby, subject, in the case of clauses
(i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.


 


(c)            Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.


 


5.06.            Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened in writing
or contemplated in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or
any of its Material Subsidiaries or against any of their properties or revenues that (a) purport to adversely affect the ability
of the Company to perform its material obligations under this Agreement or any other Loan Document, or any of the transactions
contemplated hereby, or (b) except as specifically disclosed in the SEC public filings of the Company or its Subsidiaries
prior to the date of this Agreement, either individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


 


5.07.            No
Default. No Default has occurred and is continuing or would result from the consummation
of the transactions contemplated by this Agreement or any other Loan Document.


 


5.08.            Ownership
of Property; Liens. Each of the Company and each Subsidiary (i) has good record
and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct
of its business and (ii) owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights,
patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation
of their respective businesses, except, in each case of clauses (i) or (ii), for such defects in title, ownership or possession
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the
Company and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.


 






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5.09.            Taxes.
Each Borrower and each Material Subsidiary has filed all Federal, state and other material tax returns and reports required to
be filed, and has paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or
imposed upon them or their properties, income or assets otherwise due and payable, except (x) those which are being contested
in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance
with GAAP and (y) to the extent that the failure so to file or pay would not result in a Material Adverse Effect. To the best
of the Company’s knowledge, there is no proposed tax assessment against the Company or any Material Subsidiary that would,
if made, have a Material Adverse Effect.


 


5.10.           Margin
Regulations; Investment Company Act.




 


(a)            No
Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock, in each case, in violation of the regulations (including Regulation T, U and X) of the FRB. Following application
of the proceeds of each Loan, not more than twenty-five percent (25%) of the value of the assets (either of each Borrower only
or of such Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 will be
margin stock (within the meaning of Regulation U issued by the FRB).


 


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


 


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


 


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


 






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5.13.            OFAC;
USA PATRIOT Act. Neither the Company, nor any of its Subsidiaries, nor, to the knowledge
of the Company and its Subsidiaries, any director, officer or employee thereof, is an individual or entity that is, or is owned
50 percent or more, individually or in the aggregate, directly or indirectly, or controlled by any individual or entity that is
currently (i) the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals,
HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other
relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. To the extent applicable,
each Borrower is in compliance with the Act, except to the extent that the failure to comply therewith would not reasonably be
expected to either have a Material Adverse Effect or expose any Lender to the risk of a Sanctions violation.


 


5.14.            Anti-Corruption
Laws. The Company and its Subsidiaries, and to the best of the Company’s knowledge,
the directors, officers and employees of the Company and its Subsidiaries, have conducted their businesses in compliance with the
United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar applicable anti-bribery and anti-corruption
legislation in such and other applicable jurisdictions and have instituted and maintained policies and procedures reasonably designed
to promote and achieve compliance with such laws in all material respects.


 


5.15.            ERISA.
Each Borrower represents and warrants as of the Amendment Effective Date that the Borrowers are not and will not be using “plan
assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit
Plans in connection with the Loans or the Commitments.


 


ARTICLE VI.


AFFIRMATIVE COVENANTS


 


So long
as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied,
the Company shall cause (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) each
Material Subsidiary and (solely with respect to the covenant set forth in Section 6.05) each Borrower to:


 


6.01.            Financial
Statements. Deliver to the Administrative Agent on behalf of the Lenders, in form and
detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)            as
soon as available, but in any event within 90 days after the end of each fiscal year of the Company (commencing with the
fiscal year ended December 31, 2016), a consolidated balance sheet of the Company and its Subsidiaries as at the end of
such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and
cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent
certified public accountant of nationally recognized standing, which report and opinion shall be prepared in
accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of such audit; and


 






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(b)            as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year
of the Company (commencing with the fiscal quarter ending March 31, 2017) an unaudited consolidated balance sheet of the Company
and its Subsidiaries as at the end of such fiscal quarter, the related unaudited consolidated statements of income or operations
for such fiscal quarter and for the portion of the Company’s fiscal year then ended, and the related unaudited consolidated
statements of changes in shareholders’ equity, and cash flows for the portion of the Company’s fiscal year then ended,
in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous
fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive
officer, chief financial officer, treasurer or controller of the Company as fairly presenting the financial condition, results
of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only
to normal year-end audit adjustments and the absence of footnotes.


 


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


 


6.02.        Certificates;
Other Information. Deliver to the Administrative Agent and each Lender, in form and detail
reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)            concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified
public accountants certifying such financial statements and stating that in making the examination necessary therefor no actual
knowledge was obtained of any Default or Event of Default under the financial covenants set forth herein or, if any such Default
or Event of Default shall exist, stating the nature and status of such event, it being understood that such examination was not
being directed primarily toward obtaining knowledge of noncompliance with any provisions hereunder;


 


(b)            concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with
the delivery of the financial statements for the fiscal quarter ending December 31, 2016), a duly completed Compliance Certificate
signed by a Responsible Officer of the Company;


 


(c)            promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements
which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and


  



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


 


(e)            (d) promptly,
such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.


 


Notwithstanding
the foregoing, the obligations in paragraphs (a) and (b) of Section 6.01 may be satisfied
with respect to financial information of the Company and the Subsidiaries by furnishing the Company’s Form 10-K or
10-Q, as applicable, filed with the SEC. Documents required to be delivered pursuant to Section 6.01(a) or (b),
Section 6.02(c) or Section 6.03(d) (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 the Company posts such documents, or provides a link thereto on the Company’s website on the
Internet at the website address listed on Schedule 11.02, or (ii) on which such documents are posted on the Company’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by
the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that
requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative
Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic
mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery of or to maintain copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Company or by a Lender with any such request for delivery, and each Lender shall be solely responsible
for requesting delivery to it or maintaining its copies of such documents.


 






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The
Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to,
make available to the Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a
substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders
(each, a “Public Lender”) may have personnel who do not wish to receive material non-public information
with respect to the Company and its Affiliates, or the respective securities of any of the foregoing, and who may be engaged
in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees
that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on
the first page thereof, (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have
authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any
material non-public information with respect to the Company or its securities for purposes of United States Federal and state
securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they
shall be treated as set forth in Section 11.07), (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated “Public Side Information” and
(z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked
 “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public
Side Information.” Notwithstanding the foregoing, the Company shall not be under any obligation to mark any Borrower
Materials “PUBLIC.”


 


6.03.
       Notices. Promptly notify the Administrative
Agent and each Lender:




 


(a)            of
the occurrence of any Default known to a Responsible Officer of the Company;




 


(b)            of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;


 


(c)            of
the occurrence of any ERISA Event; and




 


(d)            of
any public announcement, known to a Responsible Officer of the Company, by Moody’s or S&P of any change in a Debt Rating.


 


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


 


6.04.        Payment
of Taxes. Pay and discharge, as the same shall become due and payable, all material tax
liabilities, assessments and governmental charges or levies upon it or its properties or assets, except (x) those that are
being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are
being maintained by the Company or such Subsidiary and (y) as to which the failure to pay would not reasonably be expected
to have a Material Adverse Effect.


 


6.05.        Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its
legal existence except in a transaction permitted by Section 7.03, (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to
the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect and (c) preserve or renew
all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected
to have a Material Adverse Effect.


 


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


  



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6.07.        Books
and Records. Maintain proper books of record and account, in which full, true and correct
entries (sufficient to permit the preparation of consolidated financial statements in conformity with GAAP) shall be made of all
financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be .


 


6.08.        Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent
and each Lender, at such Persons’ cost and expense and to the extent reasonably related to the Loans or the administration
or enforcement thereof, to visit and inspect any of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom (provided that such representatives and independent contractors shall not
be permitted to examine any such records if the Company or any Subsidiary is prohibited by applicable Laws and/or instructions
from governmental authorities from disclosing information contained in such records), and to discuss (unless prohibited by applicable
Laws and/or instructions from governmental authorities from discussing) its affairs, finances and accounts with its directors,
officers, and independent public accountants, all at such reasonable times during normal business hours and, unless an Event of
Default exists, no more than once per calendar year and in any event, upon reasonable advance notice to the Company; provided,
however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours
and without advance notice.


 


6.09.        Use
of Proceeds. Use the proceeds of the Credit Extensions for working capital and for other
general corporate purposes not in contravention of any applicable Law or of any Loan Document.


 


6.10.
        Anti-Corruption Laws. Conduct its businesses in material compliance with the United States Foreign Corrupt Practices
Act of 1977, the UK Bribery Act 2010 and other similar anti-bribery and anti-corruption legislation in such and other jurisdictions
and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws.


 


ARTICLE VII.
NEGATIVE COVENANTS


 


So long
as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied,
the Company shall not, nor shall it permit any Subsidiary to, directly or indirectly:


 


7.01.        Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:


 


 (a)            Liens pursuant to any Loan Document;




 






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(b)            Liens
existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the
property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount
equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such
refinancing and by an amount equal to any existing commitments unutilized thereunder and (iii) the direct or any contingent
obligor with respect thereto is not changed;


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)             Liens
securing Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other than
Equity Interests) (including (x) any Indebtedness assumed in connection with the acquisition of any such property or assets
or secured by a Lien on any such property or assets prior to the acquisition thereof and (y) any Indebtedness assumed in
connection with the property or assets of any Person that becomes a Subsidiary after the Closing Date or secured by a Lien on
the property or assets of such Person prior to the time that such Person becomes a Subsidiary) and extensions, renewals and replacements
of any such Indebtedness that do not increase the outstanding principal amount thereof (except for any accrued but unpaid interest
and premium or penalty payable by the terms of such obligations and reasonable fees and expenses associated therewith); provided
that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the
Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired
on the date of acquisition and (iii) the Indebtedness secured thereby is incurred prior to or within 180 days after such
acquisition, the completion of such construction or improvement or such Person’s becoming a Subsidiary;


 






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(j)             banker’s
Liens, rights of set-off or similar rights and remedies as to deposit accounts;


 


(k)            Liens
representing any interest, title or rights of a landlord, licensor, lessor or sublicensor or sublessor under any lease or license
permitted by this Agreement and leases, subleases and licenses granted to others not materially interfering with the ordinary business
of the Company and its Subsidiaries;


 


(l)             Liens
securing Swap Contracts arising in the ordinary course of business and not for speculative purposes;


 


(m)           Liens
granted by a Subsidiary to secure obligations that do not constitute Indebtedness and are incurred in connection with the Exchange
and Clearing Operations of such Subsidiary;


 


(n)            Liens
on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 7.02(h);


 


(o)            Liens
securing Indebtedness incurred pursuant to Section 7.02(a) and securing any Guarantees by the Company or any Subsidiary
of any such Indebtedness;


 


(p)            Liens
securing Indebtedness incurred pursuant to Section 7.02(j) or 7.02(k); provided that such Liens
do not at any time encumber any property other than the property financed by, or constructed or improved with the proceeds of,
such Indebtedness;


 


(q)            Liens
solely on earnest money deposits made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement
in respect of any acquisition or investment; and


 


(r)             Liens
on assets of the EuroCCP settlement and clearing business securing Indebtedness incurred pursuant to Section 7.02(p); and


 


(s)            (r) Liens
not otherwise permitted under clauses (a)-(qr)
of this Section 7.01, provided that neither the aggregate outstanding Indebtedness secured thereby, nor the
aggregate fair market value (determined, in the case of each such Lien, as of the date such Lien is incurred) of all assets subject
to such Liens, does not exceed $150,000,000 at any time.


 


7.02.        Subsidiary
Indebtedness. Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness,
except:


 


 (a)            Indebtedness of any Subsidiary to the Company or any other Subsidiary;




 






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(b)            Guarantees
by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted
by this Section 7.02;


 


(c)            Indebtedness
owed to any Person (including obligations in respect of letters of credit for the benefit of such 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;


 


(d)            Indebtedness
of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees
and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary
course of business;


 


(e)            Indebtedness
of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary;


 


(f)             Indebtedness
arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds
in the ordinary course of business, so long as such Indebtedness is repaid within five (5) Business Days;


 


(g)            any
Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and
in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign
exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness
does not exceed the principal amount of the securities sold;


 


(h)            Indebtedness
consisting of the financing of insurance premiums in the ordinary course of business;


 


(i)             Indebtedness
arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar
obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or
a Subsidiary not prohibited by this Agreement;


 


(j)             Indebtedness
incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements
of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest
and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith;
provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion
of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 7.02(j),
when combined with the aggregate principal amount of all capital lease obligations and Synthetic Lease Obligations incurred pursuant
to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding;


  



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(k)            capital
lease obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal
amount of all Indebtedness incurred pursuant to Section 7.02(j), not in excess of $25,000,000 at any one time outstanding;


 


(l)             Indebtedness
of any Person that becomes a Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary; provided
that (i) such Indebtedness exists at the time such Person becomes a Subsidiary or such asset is acquired and is not created
in contemplation of or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately
before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to
a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving
pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided
that the aggregate principal amount of Indebtedness permitted by this clause (m) shall not exceed $50,000,000 at any
one time outstanding;


 


(m)           Indebtedness
arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase
agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement
or transaction (including Swap Contracts) entered into by the Company or such Subsidiary engaged in Exchange and Clearing Operations
in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto
(including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the
management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the
market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction
at such time;


 


(n)            any
Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities
or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading
on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days
following the date of such advance or any drawing under any letter of credit or guarantee;


 


(o)            Indebtedness
arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put
right or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or
the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; and


 


(p)            Indebtedness
of EuroCCP in support of its settlement and clearing activities where such Indebtedness arises under the rules, normal procedures,
agreements or legislation governing EuroCCP, is incurred in connection with its settlement and clearing activities or is incurred
in connection with an agreement governing such Indebtedness; provided that any loans, advances or other outstanding Indebtedness
thereunder are repaid within 35 days following the date on which such loan or advance was made or any other such Indebtedness was
incurred; and


 






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(q)            (p) other
Indebtedness of the Subsidiaries (other than the Designated Borrowers) in an aggregate principal amount not exceeding the greater
of (x) $250,000,000 at any one time outstanding and (y) 35.0% of Consolidated EBITDA for the four consecutive fiscal
quarter period of the Company most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance
on this clause (q) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or
(b) of Section 6.01.


 


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


 


(a)            any
Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any
one or more other Subsidiaries;


 


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


 


(c)            any
Subsidiary may merge, dissolve, liquidate, consolidate with or into another Person subject to compliance with Section 7.04,
if applicable, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets
(upon voluntary liquidation or otherwise) (whether now owned or hereafter acquired) to or in favor of any Person; and


 


(d)            the
Company may merge with any other Person so long as the Company is the surviving entity and such merger complies with Section 7.04.


 


7.04.        Financial
Covenants.




 


(a)            Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of the Company
to be greater than 3.50 to 1.00.


 


(b)            Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Company
to be less than 4.00 to 1.00.


 


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


 






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ARTICLE VIII.


 EVENTS OF DEFAULT AND REMEDIES


 


 8.01.       Events of Default. Any of the following shall constitute an Event of Default:




  


(a)            Non-Payment.
Any Borrower or (any Loan Party, as applicable) fails to pay (i) when and as required to be paid herein, and in the currency
required hereunder, any amount of principal of any Loan, or (ii) within five (5) days after the same becomes due, any
interest on any Loan, any fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or


 


(b)            Specific
Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.05(a) (with
respect to the Company only) or Article VII; or


 


(c)            Other
Defaults. The Company or any Loan Party fails to perform or observe any other covenant or agreement applicable to such Person
(not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed
and such failure continues for 30 days after the earlier of (i) receipt of notice of such default by a Responsible Officer
of the applicable Loan Party from the Administrative Agent or any Lender and (ii) any Responsible Officer of the applicable
Loan Party knows; or


 


(d)            Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Company or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect (or, to the extent qualified by materiality or by reference to Material
Adverse Effect, in any respect) when made or deemed made; or


 


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


 






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


 


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


 


(h)           Judgments.
There is entered against any Borrower or any Material Subsidiary (i) one or more final judgments or orders for the payment
of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered
by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary
final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there
is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,
is not in effect; or


 


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


 


(j)            Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect, or any
Borrower (or any Person acting on behalf of any Borrower) contests in any manner the validity or enforceability of any Loan Document
to which such Borrower is a party, denies that it has any or further liability or obligation under any Loan Document to which
such Borrower is a party, or purports to revoke, terminate or rescind any Loan Document to which such Borrower is a party; orit
being understood that the application of Write-Down and Conversion Powers by any Resolution Authority (or the public announcement
of the impending application of such powers) with respect to any liabilities of a Loan Party under any Loan Document shall be
deemed an Event of Default under this clause; or


 






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




 


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


 


(a)           declare
the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;


 


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


 


(c)           exercise
on behalf of itself and the Lenders all rights and remedies available to it and to the Lenders under the Loan Documents;


 


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


 


8.03.       Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or
after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall, subject to Section 2.14, be applied by the Administrative
Agent in the following order:


 


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


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders (including Attorney Costs to the respective Lenders and amounts payable under Article III),
ratably among them in proportion to the respective amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably
among the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 






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Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion
to the respective amounts described in this clause Fourth held by them; and


 


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


 


ARTICLE IX.
ADMINISTRATIVE AGENT


 


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


 


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


 


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


 


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


 


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


 






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(c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to any of the Borrowers or any of their respective Affiliates that is communicated
to or obtained by the Person serving as the 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 (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence
of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable
judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such
Default is given to the Administrative Agent in writing by the applicable Borrower or a Lender.


 


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


 


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


 






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


 


 9.06.       Resignation of Administrative Agent.




 


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


 


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


 






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(c)           With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for
any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly,
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and
other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation
Effective Date or the Removal Effective Date, as applicable) and the retiring or removed Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative
Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04
shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative
Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues
to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise
holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with
transferring the agency to any successor Administrative Agent.


 


(d)           Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Swing
Line Lender. If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided
for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to
Section 2.03(c). Upon the appointment by the Company of a successor Swing Line Lender hereunder (which successor shall
in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring Swing Line Lender and (b) the retiring Swing Line Lender shall be
discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.


 


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


 


9.08.       No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arranger,
the Syndication Agent, Co-Documentation Agents or other titles as necessary listed on the cover page hereof, if any, shall
have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent or a Lender.


 






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9.09.       Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any
Debtor Relief Law or any other judicial proceeding relative to any Borrower, the Administrative Agent (irrespective of whether
the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, 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 and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Sections 2.08 and 11.04) allowed in such judicial proceeding; and


 


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


 


and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender 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, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts
due the Administrative Agent under Sections 2.08 and 11.04. Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding.


 


9.10.       Certain
ERISA Matters.


   


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


 


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


 






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


 


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


 


ARTICLE X.


GUARANTY


 


The Company
agrees, to induce the other parties to enter into this Agreement and for other valuable consideration, receipt of which is hereby
acknowledged, as follows:


 


10.01.    Guaranty.
The Company hereby guarantees to the Lenders and the Administrative Agent the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the Guaranteed Obligations. The Company hereby further agrees that if any other Borrower
shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations
owing by it, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Guaranteed Obligations owing by any other Borrower, the same will be promptly
paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension
or renewal. This Section 10.01 is a continuing guaranty and is a guaranty of payment and is not merely a guaranty
of collection and shall apply to all Guaranteed Obligations of each Borrower whenever arising.


 






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10.02.     Acknowledgments,
Waivers and Consents. The Company agrees that its obligations under Section 10.01
shall, to the fullest extent permitted by applicable law, be primary, absolute, irrevocable and unconditional under any and all
circumstances and that the guaranty therein is made with respect to any Guaranteed Obligations now existing or in the future arising.
Without limiting the foregoing, to the fullest extent permitted by applicable law, the Company agrees that:


 


(a)           The
occurrence of any one or more of the following shall not affect the enforceability or effectiveness of this Article X
in accordance with its terms or affect, limit, reduce, discharge or terminate the liability of the Company, or the rights, remedies,
powers and privileges of the Administrative Agent or any Lender, under this Section 10.02(a):


 


(i)            any
modification or amendment (including without limitation by way of amendment, extension, renewal or waiver), or any acceleration
or other change in the time for payment or performance of the terms of all or any part of the Guaranteed Obligations or any Loan
Document, or any other agreement or instrument whatsoever relating thereto, or any modification of any Commitment;


 


(ii)           any
release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the liability of any other guarantee
of all or any part of the Guaranteed Obligations;


 


(iii)          any
application of the proceeds of any other guarantee (including without limitation the obligations of any other guarantor of all
or any part of the Guaranteed Obligations) to all or any part of the Guaranteed Obligations in any such manner and to such extent
as the Administrative Agent may determine;


 


(iv)          any
release of any other Person (including without limitation any other guarantor with respect to all or any part of the Guaranteed
Obligations) from any personal liability with respect to all or any part of the Guaranteed Obligations;


 


(v)           any
settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as the Administrative Agent may
determine or as applicable law may dictate, of all or any part of the Guaranteed Obligations or any other guarantee of (including
without limitation any letter of credit issued with respect to) all or any part of the Guaranteed Obligations;


 


(vi)          any
proceeding against any Borrower or any other guarantor of all or any part of the Guaranteed Obligations or any collateral provided
by any other Person or the exercise of any rights, remedies, powers and privileges of the Administrative Agent and the Lenders
under the Loan Documents or otherwise in such order and such manner as the Administrative Agent may determine, regardless of whether
the Administrative Agent or the Lenders shall have proceeded against or exhausted any collateral, right, remedy, power or privilege
before proceeding to call upon or otherwise enforce this Article X;


 






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(vii)         the
entering into such other transactions or business dealings with any Borrower, any Subsidiary or Affiliate of any Borrower or any
other guarantor of all or any part of the Guaranteed Obligations as the Administrative Agent or any Lender may desire;


 


(viii)        any
law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or


 


(ix)           all
or any combination of any of the actions set forth in this Section 10.02(a).


 


(b)           The
enforceability and effectiveness of this Article X and the liability of the Company, and the rights, remedies, powers
and privileges of the Administrative Agent and the Lenders under this Article X shall not be affected, limited, reduced,
discharged or terminated, and the Company hereby expressly waives to the fullest extent permitted by law any defense now or in
the future arising, by reason of:


 


(i)            the
illegality, invalidity or unenforceability of all or any part of the Guaranteed Obligations, any Loan Document or any other agreement
or instrument whatsoever relating to all or any part of the Guaranteed Obligations;


 


(ii)           any
disability or other defense with respect to all or any part of the Guaranteed Obligations (other than payment in full), including
the effect of any statute of limitations that may bar the enforcement of all or any part of the Guaranteed Obligations or the obligations
of any such other guarantor;


 


(iii)           the
illegality, invalidity or unenforceability of any security for or other guarantee (including without limitation any letter of credit)
of all or any part of the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of the priority
of any Lien on any collateral for all or any part of the Guaranteed Obligations;


 


(iv)          the
cessation, for any cause whatsoever, of the liability of any Borrower or any other guarantor with respect to all or any part of
the Guaranteed Obligations (other than, subject to Section 10.03, by reason of the full payment of all Guaranteed Obligations);


 


(v)           any
failure of the Administrative Agent or any Lender to marshal assets in favor of any Borrower or any other Person (including any
other guarantor of all or any part of the Guaranteed Obligations), to exhaust any collateral for all or any part of the Guaranteed
Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any Borrower or any other guarantor
of all or any part of the Guaranteed Obligations or any other Person or to take any action whatsoever to mitigate or reduce such
or any other Person’s liability, the Administrative Agent and the Lenders being under no obligation to take any such action
notwithstanding the fact that all or any part of the Guaranteed Obligations may be due and payable and that any Borrower may be
in default of its obligations under any Loan Document;


 






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(vi)          any
counterclaim, set-off or other claim (other than a defense of payment or performance by the applicable Borrower) which any Borrower
or any other guarantor of all or any part of the Guaranteed Obligations has or claims with respect to all or any part of the Guaranteed
Obligations;


 


(vii)         any
failure of the Administrative Agent or any Lender or any other Person to file or enforce a claim in any bankruptcy or other proceeding
with respect to any Person;


 


(viii)        any
bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, or appointment of a custodian, liquidator or the like
of it, or similar proceedings commenced by or against any Person, including any discharge of, or bar or stay against collecting,
all or any part of the Guaranteed Obligations (or any interest on all or any part of the Guaranteed Obligations) in or as a result
of any such proceeding;


 


(ix)           any
action taken by the Administrative Agent or any Lender that is authorized by this Section 10.02 or otherwise in this
Article X or by any other provision of any Loan Document or any omission to take any such action; or


 


(x)            any
other circumstance whatsoever (other than payment in full) that might otherwise constitute a legal or equitable discharge or defense
of a surety or guarantor.


 


(c)           To
the fullest extent permitted by law, the Company expressly waives, for the benefit of the Administrative Agent and the Lenders,
(a) all diligence, promptness, presentment, demand for payment or performance, notices of nonpayment or nonperformance, protest,
notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever, (b) any
requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Borrower under
any Loan Document or other agreement or instrument referred to herein or therein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations, (c) all notices of acceptance of this Article X
or of the existence, creation, incurring or assumption of new or additional Guaranteed Obligations, (d) any defense based
upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal and (e) any defenses or benefits that may be derived from or afforded
by law which limit the liability of or exonerate guarantors or sureties.


 


10.03.     Reinstatement.
The obligations of the Company. under this Article X shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of any Borrower in respect of the Guaranteed Obligations is rescinded or must otherwise
be restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization
or otherwise.


  



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10.04.     Subrogation.
The Company hereby agrees that, until the final payment in full of all Guaranteed Obligations and the expiration or termination
of the Commitments under and pursuant to this Agreement, it shall not exercise any right or remedy arising by reason of any performance
by it of its guarantee in Section 10.01, whether by subrogation, reimbursement, contribution or otherwise, against
the other Borrowers or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.


 


10.05.     Remedies.
The Company agrees that, as between the Company and the Administrative Agent and the Lenders, the obligations of any Borrower under
this Agreement, the Notes or any other Loan Documents may be declared to be forthwith due and payable as provided in Article VIII
(and shall be deemed to have become automatically due and payable in the circumstances provided in said Article VIII)
for purposes of Section 10.01, notwithstanding any stay, injunction or other prohibition preventing such declaration
(or such obligations from becoming automatically due and payable) as against any Borrower and that, in the event of such declaration
(or such obligations being deemed to have become automatically due and payable), such obligations of any other Borrower shall forthwith
become due and payable by the Company for purposes of said Section 10.01.


 


10.06.     Payments.
All payments by the Company under this Article X shall be made without deduction, set-off or counterclaim at the place
specified in Section 2.11.


 


10.07.     Effect
of Bail-in Action. Any Bail-in Action shall not affect the Guaranteed Obligations of the Company, to the extent that
the Company is not an Affected Financial Institution.


 


ARTICLE XI.


MISCELLANEOUS


 


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


 


(a)            amend
the first proviso of Section 2.15(a)(i) or Section 2.15(a)(ii) without the written consent of
each Lender;


 


(b)           waive
any condition set forth in Section 4.01(a) without the written consent of each Lender;


 


(c)            extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without
the written consent of such Lender;


 


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


 






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


 


(f)             amend
definition of “Alternative Currency” without the written consent of each Lender;


 


(g)            change
Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;


 


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


 


(i)             release
the Company from the Guaranty without the written consent of each Lender;


 


and, provided further, that (i) no amendment,
waiver or consent shall unless signed by the Administrative Agent, the Syndication Agent or the Co-Documentation Agents, as applicable,
in addition to the Lenders required above, affect the rights or duties of the Administrative Agent, the Syndication Agent or the
Co-Documentation Agents, as applicable, under this Agreement or any other Loan Document, (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties
of the Swing Line Lender under this Agreement, and (iii) the Fee Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable
Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended
without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders
shall require the consent of such Defaulting Lender.


 






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 11.02.     Notices; Effectiveness; Electronic Communication.




  


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


 


(i)            if
to the Company or any Designated Borrower, the Administrative Agent or the Swing Line Lender, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 11.02; and


 


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


 


Notices and other communications
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by 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 and other communications delivered through electronic communications to the extent provided in subsection
(b) below, shall be effective as provided in such subsection (b).


 


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


 


Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an 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), if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been
sent at the opening of business on the next business day for the recipient.


  



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(c)            The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall
the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability
to any Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Company’s, any Designated Borrower’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to any Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages
(as opposed to direct or actual damages).


 


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


 


(e)            Reliance
by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic notices, Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower
even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by
any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from
all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or
on behalf of any Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 






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


 


Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder
and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent
in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its
benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Swing Line
Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swing Line Lender) hereunder
and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08
(subject to the terms of Section 2.11), or (d) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to any Borrower under any Debtor Relief Law and; provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents,
then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02
and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to
Section 2.11, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to
it and as authorized by the Required Lenders.


 


 11.04.      Expenses; Indemnity; Damage Waiver.




 


(a)            Costs
and Expenses. The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including Attorney Costs for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred
by the Administrative Agent or any Lender (including Attorney Costs for the Administrative Agent or any Lender), in connection
with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made, including all such reasonable and documented
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


 






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(b)           Indemnification
by the Company. The Company shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, the Syndication
Agent, the Co-Documentation Agents, each Lender and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including Attorney Costs of one counsel for all Indemnitees in connection with indemnification
claims arising out of the same facts or circumstances (and, if necessary, of a single local counsel to the Indemnitees in each
relevant jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each applicable
jurisdiction to affected or similarly situated Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee arising
out of, in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder,
the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect
of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom,
(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries or (iv) any
actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any
other theory, whether brought by a third party, by any Borrower or an Indemnitee, and regardless of whether any Indemnitee is
a party thereto (but subject to clause (z) of the following proviso); provided that any such indemnity shall not,
as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence,
bad faith or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee, (y) result from a claim
brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under
any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined
by a court of competent jurisdiction or (z) arise solely from a dispute between Indemnitees which (i) do not arise,
in whole or in part, from any action or omission by the Borrowers, and (ii) are not brought against any person in its capacity
as agent, arranger or a similar capacity. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim.


 






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(c)            Reimbursement
by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or
(b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Swing Line Lender or
any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),
the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit
Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender),
such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent (or any such sub-agent) or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or the Swing Line Lender in connection with such capacity. The obligations
of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(d).


 


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


 


(e)            Payments.
All amounts due under this Section shall be payable not later than thirty days after written demand therefor (together with
reasonable backup documentation supporting any such reimbursement request).


 


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


 


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


 






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11.06.      Successors and Assigns.




 


(a)            Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby; provided that (i) no Borrower may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and (ii) no
Lender may assign or otherwise transfer any of its rights or obligations hereunder except (A) to an assignee in accordance
with the provisions of subsection (b) of this Section or (B) by way of participation in accordance with the provisions
of subsection (d) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.


 


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


 


(i)
           Minimum Amounts.




 


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


 


(B)            in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Company otherwise consent (each such consent not to be unreasonably withheld
or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group)
will be treated as a single assignment for purposes of determining whether such minimum amount has been met.





 



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


 


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


 


(A)            the
consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of
Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; provided that the Company shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within ten (10)


 


Business Days after having received notice thereof;
and


 


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


 


(C)            the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.


 


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


 


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


  



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


 


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


 


(c)            Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax
purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it
(or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest
error, and the Borrowers, the Administrative Agent 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 Borrowers and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.


 






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


 


Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such
Participant. The Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section (it being understood that the documentation required under Section 3.01(e) shall
be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees
to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph
(b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04,
with respect to any participation, than the Lender from whom it acquired the applicable participation would have been
entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that
occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the
Company's request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06
with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.14 as though
it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of
the Company, 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.


 






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


 


(f)            Resignation
as Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days prior written
notice to the Company, resign as Swing Line Lender. In the event of any such resignation as Swing Line Lender, the Company shall
be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided, however, that no
failure by the Company to appoint any such successor shall affect the resignation of Bank of America as Swing Line Lender, as the
case may be. If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided
for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.03(c). Upon the appointment of a successor Swing Line Lender, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender.


 


(g)            Granting Lenders.
Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a
special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative
Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting
Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Loan; and (ii) if an SPC elects not to exercise such option or otherwise
fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. Each party hereto hereby agrees that (A) neither the grant to any SPC nor the exercise by any SPC of such option
shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement
(including its obligations under Section 2.14); (B) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable (which indemnity or similar payment obligation should be
retained by the Granting Lender); and (C) the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The
making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such
Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in
full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other
Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained in this Section 11.06,
any SPC may (x) with notice to, but without prior consent of the Company and the Administrative Agent and with the
payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to
the Granting Lender and (y) disclose on a confidential basis (and in accordance with Section 11.07) any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety
or Guarantee or credit or liquidity enhancement to such SPC.


 






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11.07.            Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the
Syndication Agent, the Co-Documentation Agents and the Lenders shall maintain the confidentiality of the Information (as
defined below) and shall use such Information solely for the purpose of providing the services that are subject to this
Agreement and the other Loan Documents, except that Information may be disclosed (a) to its respective Affiliates, its
auditors and its Related Parties who need to know such information in connection with this Agreement, the other Loan
Documents and the transactions contemplated hereby and thereby (it being understood that the Persons, including, for the
avoidance of doubt, the Related Parties of such Persons, to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential in accordance with the provisions of this
Section), (b) to the extent required or requested by any regulatory authority having jurisdiction over such Person or
its Related Parties, (c) pursuant to the order of any court or administrative agency, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under 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 or as otherwise reasonably acceptable to the Company and such Person, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this
Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(b) or (ii) any
actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to
be made by reference to any of the Borrowers or any of their subsidiaries or any of their respective obligations, this
Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the
Company or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit
facilities provided hereunder, (h) with the consent of the Company or (i) to the extent such Information (x) 
becomes publicly available other than as a result of a breach of this Agreement or (y) becomes available to the
Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than
the Company that, to such Person’s knowledge, is not subject to confidentiality obligations to the Company; provided,
that, in the case of clauses (b) and (e) above (except with respect to any routine or ordinary course audit or
examination conducted by bank accountants or any governmental bank or regulatory authority exercising examination or
regulatory authority), each of the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Lenders
agree to (A) inform the Company promptly thereof prior to such disclosure to the extent not prohibited by law,
rule or regulation, (B) use its respective reasonable efforts, at the request and expense of the Company, to
cooperate with the Company to the extent the Company may seek to limit such disclosure, (C) exercise reasonable efforts,
at the Company’s expense, to obtain an appropriate protective order or other reliable assurance that confidential
treatment will be accorded to the information and (D) only disclose that portion of information such Person’s
counsel advises that it is legally required to disclose. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to
the lending industry and service providers to the AgentsAdministrative
Agent and the Lenders in connection with the administration of this
Agreement, the other Loan Documents, and the Commitments.


 






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For purposes
of this Section, “Information” means all information received from the Company or any Subsidiary relating to
the Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative
Agent or any Lender on a non-confidential basis prior to disclosure by the Company or any Subsidiary, provided that, in the case
of information received from the Company or any Subsidiary after the date hereof, such information is clearly identified at the
time of delivery as confidential.


 


Each of
the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Lenders acknowledges that (a) the Information
may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed
compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public
information in accordance with applicable Law, including United States Federal and state securities Laws.


 


11.08.            Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender
and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender
or any such Affiliate to or for the credit or the account of the Company or any other Loan Party against any and all of the
obligations of the Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to
such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Company or such Loan Party may be contingent or unmatured or are owed to a
branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated
on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff,
(x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 2.14 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 and the Lenders, and
(y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail
the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and
their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Company and the
Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice
shall not affect the validity of such setoff and application.


 



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


 


11.10.            Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have
been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or other electronic imaging (e.g., “.pdf” or “.tif”) means shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


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


 






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11.12.            Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that
the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as
determined in good faith by the Administrative Agent or the Swing Line Lender, as applicable, then such provisions shall be deemed
to be in effect only to the extent not so limited.


 


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


 


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


 


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


 


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


 


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




 


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


 






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


 


		11.14.	   Governing Law; Jurisdiction; Etc.



 


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


 


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


 


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


 






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


 


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


 


11.16.            No
Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any
other Loan Document), the Company and each other Loan Party acknowledges and agrees that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent, the Arranger, the Syndication Agent, the
Co-Documentation Agents and the Lenders are arm’s-length commercial transactions between the Company, each Designated
Borrower and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger, the Syndication
Agent, the Co-Documentation Agents and the Lenders, on the other hand, (B) each of the Company and each Designated
Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and
(C) the Company and each Designated Borrower is capable of evaluating, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent, the Arranger, the Syndication Agent, the Co-Documentation Agents and each Lender is and has been acting solely
as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be
acting as an advisor, agent or fiduciary for any Borrower or any of its Affiliates, or any other Person and (B) neither
the Administrative Agent, the Arranger, the Syndication Agent, the Co-Documentation Agents nor any Lender has any
obligation to any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the
Arranger, the Syndication Agent, the Co-Documentation Agents and the Lenders and their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Company, any Designated Borrower and
their respective Affiliates, and neither the Administrative Agent, the Arranger, the Syndication Agent, the
Co-Documentation Agents nor any Lender has any obligation to disclose any of such interests to the Company, any Designated
Borrower and their respective Affiliates. To the fullest extent permitted by law, each of the Company and each Designated
Borrower hereby agrees not to assert any claims that it may have against the Administrative Agent, the Arranger, the
Syndication Agent, the Co-Documentation Agents or any Lender with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 






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11.17.            Electronic
Execution of Assignments and Certain Other Documents. (a) The
words “execute,” “execution,” “signed,” “signature,” and words of like import in
or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without
limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers
and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations
on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary
the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Administrative Agent pursuant to procedures approved by it.


 


(b) This
Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or
authorization related to this Agreement (each a “Communication”), including Communications required to be in
writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. The Company and each
other Loan Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on
each Loan Party to the same extent as a manual, original signature, and that any Communication entered into by Electronic
Signature, will constitute the legal, valid and binding obligation of the Loan Parties enforceable against such Loan Parties
in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any
Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic
counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization
under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and each of the Lenders
of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or
an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The
Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form
of an imaged Electronic Record (“Electronic Copy”), which shall be deemed
created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications
in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and
shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to
the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format
unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without
limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the
Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by
or on behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent or any
Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart.


 






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11.18.            USA
PATRIOT Act. Each Lender that is subject to the Act and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required
to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each
Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower
in accordance with the Act. Each Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide
all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations, including
the Act.


 


11.19.            Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary
to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used
shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each
Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan
Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in
which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent
or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or
such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the
Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be,
against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the
Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to
return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable
law).


 






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11.20.            Acknowledgement
and Consent to Bail-In of EEAAffected
Financial Institutions. Solely to the extent any Lender
that is an EEA Financial Institution is a party to this Agreement and notwithstandingNotwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each
party hereto acknowledges that any liability of any Lender or any Loan
Party that is an EEAAffected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down
and conversion powers of an EEAthe
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or
any Loan Party that is an EEAAffected
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 EEAAffected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it,
and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any
EEAthe applicable Resolution Authority.


 


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intentionally blank]


 






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