Exhibit 10.3


 


AMENDMENT NO. 2 TO CREDIT AGREEMENT AND
EXTENSION


 


AMENDMENT NO. 2 TO CREDIT
AGREEMENT AND EXTENSION, dated as of June 5, 2020 (this “Agreement”), among Thermo Fisher Scientific Inc.,
a Delaware corporation (the “Company”), the Lenders party hereto and Bank of America, N.A., as administrative
agent (the “Administrative Agent”), which shall amend that certain Credit Agreement, dated as of July 1,
2016 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”,
as amended hereby, the “Amended Credit Agreement”), by and among the Company, the Lenders from time to time
party thereto and the Administrative Agent and the other parties thereto.


 


W I T N E S S E T H:


 


WHEREAS, the Company,
the Lenders and the Administrative Agent are parties to the Existing Credit Agreement;


 


WHEREAS, the Company
has requested that (a) each Lender extend such Lender’s Maturity Date for an additional 365 days from July 1, 2021
(the “Existing Maturity Date”) to July 1, 2022 (the “Extended Maturity Date”) pursuant
to Section 2.15 of the Existing Credit Agreement (giving effect to the waivers included in this Agreement as to certain requirements
set forth therein) and (b) the other amendments reflected in this Agreement be effected, in each case as of the Amendment
Effective Date (as defined below);


 


WHEREAS, (a) each
existing Commitment extended in accordance with the terms of this Agreement will be an “Extended Commitment”
(with each existing Commitment not so extended, a “Non-Extended Commitment”) and (b) each existing Loan
extended in accordance with the terms of this Agreement will be an “Extending Loan” (with each existing Loan
not so extended, a “Non-Extending Loan”);


 


WHEREAS, each Lender
party hereto whose name is set forth on Schedule I hereto under the heading “Extending Lenders” is willing to
consent to the extension of the maturity date of all of its Commitments and Loans to the Extended Maturity Date upon the terms
and conditions set forth herein (each such consenting Lender, a “Extending Lender”), and each Lender whose name
is set forth on Schedule I hereto under the heading “Non-Extending Lenders” is not willing to consent to the
extension of the maturity date of all of its Commitments and Loans to the Extended Maturity Date (each such non-consenting Lender,
a “Non-Extending Lender”);


 


WHEREAS, each Lender
party hereto is willing to consent to the amendments to the Existing Credit Agreement described in Sections 2 and 3 below, upon
the terms and conditions set forth herein;


 


NOW, THEREFORE, the parties
hereto hereby agree as follows:


 


SECTION 1.  
Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended
Credit Agreement.


 






     

    	 	 	2



    

 


SECTION 2.   Maturity Date
Extension.


 


(a)          Extension.
On the Amendment Effective Date (as defined below), each Extending Lender agrees that all of its existing Commitment and Loans
will be modified to become an Extended Commitment and Extending Loans, respectively, of like amount, and that the Maturity Date
for such Extended Commitments and Extending Loans will be the Extended Maturity Date. The existing Commitments and Loans of each
Non-Extending Lender will remain outstanding as Non-Extended Commitments and Non-Extending Loans, respectively, and the Maturity
Date of such Non-Extended Commitments and Non-Extended Loans will remain the Existing Maturity Date. The initial Interest Period
applicable to each Non-Extending Loan and Extending Loan that is a Eurocurrency Rate Loan or Base Rate Loan will be the then-current
Interest Period applicable to such existing Loan from which it is converted with no conversion into a different Interest Period,
or payment or prepayment of such Loan being deemed to have occurred solely due to this Agreement or the transactions described
herein. Each existing Loan of an Extending Lender that is a Eurocurrency Rate Loan or Base Rate Loan will be converted into an
Extending Loan of the same Type and with the same Interest Period in existence immediately prior to the Amendment Effective Date.


 


(b)          Other
Extension Matters. The parties hereto acknowledge and agree to the following:


 


		i.	Following the Amendment Effective Date, the L/C Obligations shall continue to be held ratably among
the lenders under the Amended Credit Agreement, but on the Existing Maturity Date, the L/C Obligations under the Amended Credit
Agreement held by any Non-Extending Lender shall be ratably reallocated, to the extent of the unused Commitments of the Extending
Lenders, to such Extending Lenders (without regard to whether the conditions set forth in Section 4.02 of the Existing Credit
Agreement can then be satisfied) and the Borrowers shall cash collateralize the balance of such L/C Obligations under the Amended
Credit Agreement in accordance with Section 2.17 of the Existing Credit Agreement.



 


		ii.	On the Existing Maturity Date applicable to Loans of any Non-Extending Lender, the Borrowers shall
repay any outstanding Loans of each Non-Extending Lender that has not been replaced as provided in Sections 2.15(d) and 10.13
of the Existing Credit Agreement (and pay any additional amounts required pursuant to the Existing Credit Agreement).



 


		iii.	Lenders party hereto, constituting the Required Lenders, hereby waive the timing, notice and minimum
extension requirements set forth in Section 2.15 of the Existing Credit Agreement.



 


SECTION 3.  
Amendments to Existing Credit Agreement.


 


(a)          Effective
as of the Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended to delete the stricken text
(indicated textually in the same manner as the following example: stricken text)
and to add the underlined text (indicated textually in the same manner as the following example: underlined
text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto.


 


(b)          Exhibit D
of the Existing Credit Agreement is hereby amended and restated to be in the form of Annex A hereof.


 


SECTION 4.  
Conditions to Effectiveness. This Agreement shall become effective on the first date on which each of the following conditions
precedent has been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment
Effective Date”):


 






     

    	 	 	3



    

 


(a)          Counterparts.
The Administrative Agent (or its counsel) shall have received from the Borrowers, the Administrative Agent, the Required Lenders
and each Extending Lender either (i) a counterpart of this Agreement duly executed by such party or (ii) written evidence
reasonably satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission (e.g., “pdf”
or “tif” via electronic mail) of a signed signature page (whether signed manually or electronically) of this Agreement)
that such party has signed a counterpart of this Agreement;


 


(b)          Officer’s
Certificate. The Administrative Agent shall have received a certificate, signed by a Responsible Officer of the Company and
dated the Amendment Effective Date stating that the representations and warranties contained in Section 5 hereof are true
and correct;


 


(c)          Consent
Fee. The Company shall have paid to the Administrative Agent, for the account of each Extending Lender that submits its consent
hereto to the Administrative Agent (by delivering an executed signature page to this Agreement that is not subject to any
 “escrow” conditions other than the satisfaction of the conditions precedent to this Agreement or by releasing such
signature page from “escrow” prior to the effectiveness of this Agreement) prior to 3:00 p.m. New York City
time on June 4, 2020, a consent fee of 0.05% on the aggregate amount of such Extending Lender’s Extended Commitment;
and


 


(d)          Fees
and Expenses. The Administrative Agent shall have received on or before the Amendment Effective Date all reasonable and documented
fees and expenses required to be paid to the Administrative Agent in connection with the preparation and negotiation of this Agreement
pursuant to and in accordance with the terms of Section 10.04 of the Credit Agreement, provided that such fees and expenses
have been invoiced at least three Business Days prior to the Amendment Effective Date.


 


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


 


SECTION 5.  
Representations and Warranties. The Company hereby represents to the Administrative Agent and each Lender, as follows:


 


(a)          The
execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary corporate or other
organizational action. No approval, consent, exemption, authorization, or other material action by, or material notice to, or material
filing with (other than any SEC filing by the Company in compliance with the SEC disclosure obligations), any Governmental Authority
is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company of this
Agreement. This Agreement has been duly executed and delivered by the Company. This Agreement constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable Debtor Relief Laws
and general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


(b)          After
giving effect to this Amendment, the representations and warranties contained in Article V of the Existing Credit Agreement
and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date (provided
that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or
similar language shall be true and correct (after giving effect to any qualification therein) in all respects), except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all
material respects as of such earlier date (provided that any representation and warranty that is qualified as to “materiality,”
 “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein)
in all respects as of such earlier date), and except that the representations and warranties contained in subsections (a) and
(b) 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 of the Existing Credit Agreement; and


 






     

    	 	 	4



    

 


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


 


SECTION 6.  
Effect on the Loan Documents.


 


(a)          Except
as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. The Company hereby agrees, with respect to each Loan Document to which it is a party, that all of its obligations,
liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving
effect to this Agreement.


 


(b)          Upon
the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement,” “herein,”
 “hereto,” “hereunder,” “hereof,” or in the other Loan Documents to the “Credit Agreement”,
or, in each case, words of like import shall mean and be a reference to the Amended Credit Agreement, as amended and modified by
this Agreement.


 


(c)          Except
as expressly set forth in this Agreement, the execution, delivery and effectiveness of this Agreement 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 any of the Loan Documents.


 


(d)          The
Company and the other parties hereto acknowledge and agree that this Agreement shall constitute a Loan Document.


 


SECTION 7.   SECTION 6.
GOVERNING LAW; WAIVER OF JURY TRIAL; SUBMISSION TO JURISDICTION. THIS AGREEMENT 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 SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 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. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT IN ANY
FORUM OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN (OR
IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN),
AND ANY APPELLATE COURT FROM ANY THEREOF, 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.


 






     

    	 	 	5



    

 


SECTION 8.  
Amendments; Execution in Counterparts; Electronic Signatures.


 


(a)          This
Agreement may not be amended nor may any provision hereof be waived except in accordance with Section 10.01 of the Amended
Credit Agreement.


 


(b)          This
Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of
this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.


 


(c)          The
words “delivery”, “execute,” “execution,” “signed,” “signature,” and
words of like import in this Amendment and any document executed in connection herewith shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent nor
any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed
to by the Administrative Agent or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing,
upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.


 


[Remainder of page intentionally left
blank.]


 









     

     

    

 


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


 


	 	THERMO FISHER SCIENTIFIC INC.
	 	 	 
	 	By:	/s/ Anthony H. Smith
	 	Name:	Anthony H. Smith
	 	Title:	Vice President, Tax and Treasury and Treasurer



 


[Second
Amendment – Signature Page]


 









    


     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as the Administrative Agent, a Lender and an Extending Lender
	 	 
	 	By:	/s/ Joseph L. Corah
	 	Name:	Joseph L. Corah
	 	Title:	Director



 


[Second
Amendment – Signature Page]


 






    


     


    

 





 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender and an Extending Lender
	 	 
	 	By:	/s/ Gregory T. Martin
	 	Name:	Gregory T. Martin
	 	Title:	Executive Director



 


[Second
Amendment – Signature Page]


 






    


     


    

 


	 	MORGAN STANLEY BANK, N.A.,
	 	as a Lender and an Extending Lender
	 	 
	 	By:	/s/ Anish
    Shah
	 	Name:	Anish Shah
	 	Title:	Authorized Signatory



 


[Second Amendment
 – Signature Page]


 






    


     


    

 


	 	BARCLAYS
    BANK PLC,
	 	as a Lender
	 	 
	 	By:	/s/ Ronnie
    Glenn
	 	Name:	Ronnie Glenn
	 	Title:	Director



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 ̈	Non-Extending Lender


 


[Second
Amendment – Signature Page]


 






    


     


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as a Lender
	 	 
	 	By:	/s/ Annie
    Carr
	 	Name:	Annie Carr
	 	Title:	Authorized Signatory



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	HSBC Bank USA, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Iain
    Stewart
	 	Name:	Iain Stewart
	 	Title:	Managing Director



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	MIZUHO BANK, LTD.,
	 	as a Lender
	 	 
	 	By:	/s/ Tracy
    Rahn
	 	Name:	Tracy Rahn
	 	Title:	Executive Director



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	BNP Paribas,
	 	as a Lender
	 	 
	 	By:	/s/ Brendan
    Heneghan
	 	Name:	Brendan Heneghan
	 	Title:	Director
	 	 
	 	By:	/s/ Karim Remtoula
	 	Name:	Karim Remtoula
	 	Title:	Vice President



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	Citibank, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Pranjal
    Gambhir
	 	Name:	Pranjal Gambhir
	 	Title:	Vice-President



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	CREDIT SUISSE AG, Cayman Islands Branch,
	 	as a Lender
	 	 
	 	By:	/s/ Lingzi
    Huang
	 	Name:	Lingzi Huang
	 	Title:	Authorized Signatory
	 	 
	 	By:	/s/ Emerson Almeida
	 	Name:	Emerson Almeida
	 	Title:	Authorized Signatory



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 ̈	Non-Extending Lender


 









    


     


    

 



 


	 	DEUTSCHE BANK AG NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	By:	/s/ Ming
    K. Chu
	 	Name:	Ming K. Chu           ming.k.chu@db.com
	 	Title:	Director                   +1-212-250-5451
	 	 
	 	By:	/s/ Annie Chung
	 	Name:	Annie Chung           annie.chung@db.com
	 	Title:	Director          
          +1-212-250-6375



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	MUFG Bank Ltd.,
	 	as a Lender
	 	 
	 	By:	/s/ David
    Meisner
	 	Name:	David Meisner
	 	Title:	Vice President



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	Sumitomo Mitsui Banking Corporation,
	 	as a Lender
	 	 
	 	By:	/s/ Michael
    Maguire
	 	Name:	Michael Maguire
	 	Title:	Managing Director



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	U.S. Bank National Association,
	 	as a Lender
	 	 
	 	By:	/s/ Maria
    Massimino
	 	Name:	Maria Massimino
	 	Title:	Vice President



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	THE BANK OF NEW YORK MELLON,
	 	as a Lender
	 	 
	 	By:	/s/ Clifford
    A. Mull
	 	Name:	Clifford A. Mull
	 	Title:	Director



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	THE BANK OF NOVA SCOTIA,
	 	as a Lender
	 	 
	 	By:	/s/ Arjun
    Talwalkar
	 	Name:	Arjun Talwalkar
	 	Title:	Director



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	ING Bank N.V., Dublin Branch,
	 	as a Lender
	 	 
	 	By:	/s/ Barry
    Fehily
	 	Name:	Barry Fehily
	 	Title:	Managing Director
	 	 
	 	By:	/s/ Sean Hassett
	 	Name:	Sean Hassett
	 	Title:	Director



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	KeyBank National Association,
	 	as a Lender
	 	 
	 	By:	/s/ Jason
    A. Nichols
	 	Name:	Jason A. Nichols
	 	Title:	Vice President



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	Nordea Bank Abp, New York Branch,
	 	as a Lender
	 	 
	 	By:	/s/ Leena
    Parker
	 	Name:	Leena Parker
	 	Title:	Senior Vice President
	 	 
	 	By:	/s/ Ola Anderssen
	 	Name:	Ola Anderssen
	 	Title:	First Vice President



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


	 	Wells Fargo Bank, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Andrea
    S Chen
	 	Name:	Andrea S Chen
	 	Title:	Managing Director



 


Please select below whether you are an Extending Lender or
a Non-Extending Lender:


 


	x	Extending Lender
	 	 
	 ̈	Non-Extending Lender


 






    


     


    

 


EXHIBIT A


 


Amended Credit Agreement


 


[See Attached]


 









    


     


    

 


 


Conformed
for First Amendment dated as of December 11, 2017


EXHIBIT
A


 





 



 


CREDIT
AGREEMENT


 


Dated
as of July 1, 2016


 


(as
amended by Amendment No. 1 to Credit Agreement dated as of December 11, 2017
and
Amendment No. 2 to Credit Agreement and Extension dated June 5, 2020)


 


among


 


THERMO
FISHER SCIENTIFIC INC.


 


and


 


CERTAIN
SUBSIDIARIES,

as Borrowers,


 


BANK
OF AMERICA, N.A.,

as Administrative Agent,


 


BANK
OF AMERICA, N.A., BARCLAYS BANK PLC, and

JPMORGAN CHASE BANK, N.A.,

as L/C Issuers and Swing Line Lenders,


 


and


 


The
Other Lenders Party Hereto


 





 



 


BARCLAYS
BANK PLC and JPMORGAN CHASE BANK, N.A.,

as Syndication Agents


 


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED

BARCLAYS BANK PLC, and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners


 





 



 






    	 	 	 



     


    

 


TABLE
OF CONTENTS


 


	 	 	 	Page
	ARTICLE
    I. DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 	 
	 	1.01	Defined
    Terms	1
	 	1.02	Other
    Interpretive Provisions	2830
	 	1.03	Accounting
    Terms	2930
	 	1.04	Rounding	2931
	 	1.05	Exchange
    Rates; Currency Equivalents	2931
	 	1.06	Additional
    Alternative Currencies	3031
	 	1.07	Change
    of Currency	3132
	 	1.08	Times
    of Day	3133
	 	1.09	Letter
    of Credit Amounts	3133
	 	 	 	 
	ARTICLE
    II. THE COMMITMENTS AND CREDIT EXTENSIONS	3133
	 	 
	 	2.01	Committed
    Loans	3133
	 	2.02	Borrowings,
    Conversions and Continuations of Committed Loans	3233
	 	2.03	Letters
    of Credit and Bankers’ Acceptances	3435
	 	2.04	Swing
    Line Loans	4345
	 	2.05	Prepayments	4648
	 	2.06	Termination
    or Reduction of Commitments	4849
	 	2.07	Repayment
    of Loans	4850
	 	2.08	Interest	4950
	 	2.09	Fees	4951
	 	2.10	Computation
    of Interest and Fees	5051
	 	2.11	Evidence
    of Debt	5052
	 	2.12	Payments
    Generally; Administrative Agent’s Clawback	5152
	 	2.13	Sharing
    of Payments by Lenders	5254
	 	2.14	Designated
    Borrowers	5354
	 	2.15	Extension
    of Maturity Date	5657
	 	2.16	Increase
    in Commitments	5759
	 	2.17	Cash
    Collateral	5860
	 	2.18	Defaulting
    Lenders	5961
	 	 	 	 
	ARTICLE
    III. TAXES, YIELD PROTECTION AND ILLEGALITY	6263

	 	 
	 	3.01	Taxes	6263
	 	3.02	Illegality	6668
	 	3.03	Inability
    to Determine Rates	6768
	 	3.04	Increased
    Costs; Reserves on Eurocurrency Rate Loans	6769
	 	3.05	Compensation
    for Losses	6971
	 	3.06	Mitigation
    Obligations; Replacement of Lenders	7072
	 	3.07	Survival	7072
	 	 	 	 
	ARTICLE
    IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	7072
	 	 
	 	4.01	Conditions
    of Closing	7072
	 	4.02	Conditions
    to all Credit Extensions	7274



 






    	 	vi	 



     


    

 


TABLE
OF CONTENTS


(continued)


 


	 	Page
	ARTICLE
    V. REPRESENTATIONS AND WARRANTIES	7375
	 	 
	 	5.01	Existence,
    Qualification and Power	7375
	 	5.02	Authorization;
    No Contravention	7375
	 	5.03	Governmental
    Authorization	7375
	 	5.04	Binding
    Effect	7475
	 	5.05	Financial
    Statements; No Material Adverse Effect	7476
	 	5.06	Litigation	7476
	 	5.07	Ownership
    of Property; Liens	74
	 	5.08	Environmental
    Compliance	74
	 	5.09	Insurance	75
	 	5.10	Taxes	75
	 	5.11	ERISA
    Compliance	75
	 	5.12	Margin
    Regulations; Investment Company Act	76
	 	5.135.08	Disclosure	76
	 	5.14	Compliance
    with Laws	76
	 	5.15	Taxpayer
    Identification Number; Other Identifying Information	76
	 	5.165.09	Representations
    as to Foreign Obligors	7677

	 	5.175.10	Sanctions
    and Anti-Corruption	7778
	 	5.18	EEA5.11
    Affected Financial Institutions	78
	 	 	 	 
	ARTICLE
    VI. AFFIRMATIVE COVENANTS	78
	 	 
	 	6.01	Financial
    Statements	78
	 	6.02	Certificates;
    Other Information	7879
	 	6.03	Notices	80
	 	6.04	Payment
    of ObligationsTaxes	80

                                  80

	 	6.05	Preservation
    of Existence, Etc.	8081
	 	6.06	Maintenance
    of Properties; Maintenance of Insurance	80
	 	6.07	Compliance
    with Laws	80
	 	6.08	Inspection
    Rights; Books and Records	81
	 	6.096.07	Use
    of Proceeds	81
	 	6.10	Approvals
    and Authorizations	81
	 	 	 	 
	ARTICLE
    VII. NEGATIVE COVENANTS	81

	 	 	 	 
	 	7.01	Liens	81
	 	7.02	Subsidiary
    IndebtednessFundamental
    Changes	83
	 	7.03	Fundamental
    Changes	84
	 	7.04	Dispositions	84
	 	7.05	Transactions
    with Affiliates	85
	 	7.067.03	Consolidated
    Net
    Leverage Ratio	8584
	 	7.077.04	Consolidated
    Interest Coverage Ratio	8684



 






    	 	vii	 



     


    

 


TABLE
OF CONTENTS


(continued)






 





	 	 	 	Page
	ARTICLE
    VIII. EVENTS OF DEFAULT AND REMEDIES	8685

	 	 
	 	8.01	Events
    of Default	8685
	 	8.02	Remedies
    Upon Event of Default	8887
	 	8.03	Application
    of Funds	8887
	 	 	 	 
	ARTICLE
    IX. ADMINISTRATIVE AGENT	9089
	 	 
	 	9.01	Appointment
    and Authority	9089
	 	9.02	Rights
    as a Lender	9089
	 	9.03	Exculpatory
    Provisions	9089
	 	9.04	Reliance
    by Administrative Agent	9190
	 	9.05	Delegation
    of Duties	9190
	 	9.06	Resignation
    of Administrative Agent; Resignation of L/C Issuers	9190
	 	9.07	Non-Reliance
    on Administrative Agent and Other Lenders	9392
	 	9.08	No
    Other Duties, Etc.	9493
	 	9.09	Administrative
    Agent May File Proofs of Claim	9493
	 	9.10	Guaranteed
    Cash Management Agreements and Guaranteed Hedge Agreements	9493
	 	9.11	Lender
    ERISA MattersRepresentations	9594
	 	 	 	 
	ARTICLE
    X. MISCELLANEOUS	9695

	 	 
	 	10.01	Amendments,
    Etc.	9695
	 	10.02	Notices;
    Effectiveness; Electronic Communication	9896
	 	10.03	No
    Waiver; Cumulative Remedies; Enforcement	10098
	 	10.04	Expenses;
    Indemnity; Damage Waiver	10098
	 	10.05	Payments
    Set Aside	103101
	 	10.06	Successors
    and Assigns	103101
	 	10.07	Treatment
    of Certain Information; Confidentiality	107106
	 	10.08	Right
    of Setoff	108107
	 	10.09	Interest
    Rate Limitation	109108
	 	10.10	Counterparts;
    Integration; Effectiveness	109108
	 	10.11	Survival
    of Representations and Warranties	109108
	 	10.12	Severability	110108
	 	10.13	Replacement
    of Lenders	110108
	 	10.14	Governing
    Law; Jurisdiction; Etc.	111109
	 	10.15	Waiver
    of Jury Trial	111110
	 	10.16	No
    Advisory or Fiduciary Responsibility	112110
	 	10.17	Electronic
    Execution of Assignments and Certain Other Documents	112111
	 	10.18	USA
    PATRIOT Act Notice	113111
	 	10.19	Judgment
    Currency	113111
	 	10.20	Appointment
    of Company	113112
	 	10.21	Acknowledgement
    and Consent to Bail-In of EEAAffected
    Financial Institutions	112
	 	10.22	Acknowledgement
    Regarding Any Supported QFCs	113


 






    	 	viii	 



     


    

 





	SCHEDULES	 	 
	 	 	 
	2.01	Commitments
    and Applicable Percentages	 
	2.03(a)	L/C
    Issuer Sublimit	 
	2.03(b)	Existing
    Letters of Credit	 
	2.04	Swing
    Line Lender Sublimit	 
	2.14	Eligible
    Foreign Subsidiaries	 
	5.08	Environmental
    Matters	 
	7.01	Existing
    Liens	 
	7.02	Existing
    Indebtedness	 
	7.04	Permitted
    Dispositions	 
	10.02	Administrative
    Agent’s Office; Certain Addresses for Notices	 
	 	 	 
	EXHIBITS	 	 
	 	 	 
	Form
    of	 	 
	 	 	 
	A	Committed
    Loan Notice	 
	B	Swing
    Line Loan Notice	 
	C	Note	 
	D	Compliance
    Certificate	 
	E	Assignment
    and Assumption	 
	F	Company
    Guaranty	 
	G	Designated
    Borrower Joinder Agreement	 
	H	Designated
    Borrower Notice	 
	I	U.S.
    Tax Compliance Certificates	 


 






    	 	ix	 



     


    

 


CREDIT
AGREEMENT


 


This
CREDIT AGREEMENT (this “Agreement”) is entered into as of July 1, 2016, among THERMO FISHER SCIENTIFIC INC.,
a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto
pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers”),
each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”),
BANK OF AMERICA, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., BANK OF AMERICA, N.A., LONDON BRANCH, BARCLAYS BANK
PLC, JPMORGAN CHASE BANK, N.A. and JPMORGAN CHASE BANK, N.A., LONDON BRANCH, and certain other Lenders acting in such capacity
from time to time, as L/C Issuers and Swing Line Lenders.


 


R
E C I T A L S


 


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:


 


“Acceptance
Credit” means a commercial Letter of Credit in which the applicable L/C Issuer engages with the beneficiary of such
Letter of Credit to accept a time draft.


 


“Acceptance
Documents” means such general acceptance agreements, applications, certificates and other documents as the applicable
L/C Issuer may require in connection with the creation of Bankers’ Acceptances.


 


“Act”
has the meaning specified in Section 10.18.


 


“Acquisition”
means the acquisition by the Company, directly or indirectly through one or more of its Subsidiaries, of
all of the equity interests of the Target pursuant to the Acquisition Agreement.


 


“Acquisition
Agreement” means that certain Business
Combination Agreement and
Plan of Merger, dated as of May 26, 2016,March
3, 2020, among the Company,
Polpis Merger Sub Co. and the Target (and all schedules, exhibits and annexes thereto and all side letters and
agreements affecting the terms thereof or entered into in connection therewith).


 


“Acquisition
Closing Date” means the date the Acquisition is consummated pursuant to the Acquisition Agreement.


 






    	 	 	 



     


    

 


“Acquisition
Debt” means any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing,
in whole or in part, a Qualified Acquisition and any related transactions or series of related transactions (including for the
purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries
or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries
is contingent upon the consummation of such Qualified Acquisition and, pending such release, such proceeds are held in escrow
(and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for
such Qualified Acquisition is terminated prior to the consummation of such Qualified Acquisition or if such Qualified Acquisition
is otherwise not consummated by the date specified in the definitive documentation relating to such debt, such proceeds shall
be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness)
or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise
permits such Indebtedness to be redeemed or prepaid if such Qualified Acquisition is not consummated by the date specified in
the definitive documentation relating to such debt (and if the definitive agreement (or, in the case of a tender offer or similar
transaction, the definitive offer document) for such Qualified Acquisition is terminated in accordance with its terms prior to
the consummation of such Qualified Acquisition or such Qualified Acquisition is otherwise not consummated by the date specified
in the definitive documentation relating to such Indebtedness, such debt is so redeemed or prepaid within 90 days of such termination
or such specified date, as the case may be).


 


“Additional
Commitment Lender” has the meaning specified in Section
2.15(d).


 


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


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02 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 to the Company and the Lenders.


 


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


 


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


 


“Affiliate”
means, with respect to 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.


 


“Agent
Parties” has the meaning specified in Section 10.02(c).


 


“Aggregate
Commitments” means the Commitments of all the Lenders.


 


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


 


“Agreement
Currency” has the meaning specified in Section 10.19.


 


“Alternative
Currency” means each of Australian Dollars, Canadian Dollars, Euro, Sterling, Swiss Franc, and Yen and each other currency
(other than Dollars) that is approved in accordance with Section 1.06.


 


“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 or the applicable L/C Issuer, as the case may
be, 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.


 






    	 	2	 



     


    

 


“Anti-Corruption
Laws” means the Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act 2010, each as amended, and
the rules and regulations thereunder.


 


“Applicable
Foreign Obligor Documents” has the meaning specified in Section 5.16(a).


 


“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
2.18. If the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have
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; provided that (a) if the Applicable Percentage of any Lender is being computed in connection with
the Company Sublimit, such computation will be made on the basis of such Lender’s commitment to the Company Sublimit as
a percentage (carried out to the ninth decimal place) of the aggregate amount of the Company Sublimit then in effect, and (b)
if the Applicable Percentage of any Designated Lender is being computed in connection with a Designated Borrower Sublimit, such
computation will be made on the basis of such Designated Lender’s commitment to such Designated Borrower Sublimit as a percentage
(carried out to the ninth decimal place) of the aggregate amount of such Designated Borrower Sublimit then in effect. The initial
Applicable Percentage of each Lender with respect to the Aggregate Commitments 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.


 


“Applicable
Rate” means, from time to time, the following rate, expressed in basis points per annum, corresponding to the applicable
Debt Ratings as set forth below:


 


	Pricing
    Level	Debt
    Ratings S&P/Moody’s	Facility
    Fee	 

        Applicable
        Rate

        for

        Eurocurrency
        Rate Loans

         

        Letter
        of Credit Fee

         
	Applicable
                                         Rate

        for

        Base
        Rate Loans

	1	A-
    / A3 or better	0.100%	0.9001.025%	0.0000.025%
	2	BBB+
    / Baa1	0.125%	1.0001.125%	0.0000.125%
	3	BBB
    / Baa2	0.150%	1.1001.225%	0.1000.225%
	4	BBB-
    / Baa3	0.200%	1.1751.300%	0.1750.300%
	5	Any
    ratings lower than level 4	0.275%	1.4751.600%	0.4750.600%


 


“Debt
Ratings” means, as of any date of determination, the ratings as determined by the Rating Agencies of the Company’s
non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the respective Debt Ratings issued by the 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 the respective Debt Ratings
issued by the Rating Agencies differ by more than one level, then the Pricing Level that is one Pricing Level lower than the higher
of such Debt Ratings shall apply; (c) if the Company has only one Debt Rating, then the Pricing Level that is one level lower
than that of such Debt Rating shall apply; and (d) if the Company does not have any Debt Rating, Pricing Level 5 shall apply.


 









    	 	3	 



     


    

 


Initially,
the Applicable Rate shall be determined based upon the Debt Ratings effective as of the Closing Date. Thereafter, each change
in the Applicable Rate resulting from a publicly announced change in the Debt Ratings shall be effective 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; provided, that if no such public announcement is made, such change in the Applicable Rate shall be effective on
the date the change in the Debt Ratings is effective.


 


“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 or the applicable L/C Issuer, as the
case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place
of payment.


 


“Applicant
Borrower” has the meaning specified in Section 2.14.


 


“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.


 


“Arrangers”
means MLPFS, Barclays, and JPMorgan in their capacity as joint lead arrangers and joint bookrunners.


 


“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 10.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit E or any other form (including electronic documentation generated by MarkitClear or other electronic
platform) approved by the Administrative Agent.


 


“Attorney
Costs” means and includes all reasonable fees, expenses, charges, disbursements and other charges of any one law firm
or external counsel (and one regulatory counsel and one local counsel in each affected jurisdiction to the extent reasonably necessary)
and, solely in the case of an actual or potential conflict of interest, one additional counsel (and one additional regulatory
counsel and one additional local counsel in each affected jurisdiction to the extent reasonably necessary) to each Person affected
by such conflict of interest.


 


“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.


 


“Australian
Dollar” means lawful money of the Commonwealth of Australia.


 


“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 2.06, and (c) the date of termination of the commitment
of each Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


 


“BaFin”
means the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).


 






    	 	4	 



     


    







 


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


 


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


 


“Bankers’
Acceptance” means a time draft, drawn by the beneficiary under an Acceptance Credit and accepted by the Applicable L/C
Issuer upon presentation of documents by the beneficiary of an Acceptance Credit pursuant to Section 2.03 hereof, in the
standard form for bankers’ acceptances of such L/C Issuer.


 


“Barclays”
means Barclays Bank PLC and its successors.


 


“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 Eurocurrency Rate (determined as if the relevant Base Rate Loan were a Eurocurrency Rate Loan having a
one-month Interest Period) plus 1.00%. 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.


 


“BBSY”
has the meaning set forth in the definition of “Eurocurrency Rate.”


 


“Beneficiary”
means, in relation to a Letter of Credit, from time to time, the initial beneficiary, a transferee beneficiary, a successor beneficiary,
a nominated bank, a negotiating bank or a confirming bank with respect to such Letter of Credit, as applicable.


 


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


 


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


 






    	 	5	 



     


    







 


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


 


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


 


“Borrowing
Officer” means any Responsible Officer of the Company or any other individual designated in writing by a Responsible
Officer of the Company (including officers of other Borrowers).


 


“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 of New York or 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 Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency 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 Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;


 


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


 


(d)       if
such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect
of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other
than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any
interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center
of the country of such currency;


 


provided
that, in the case of any Borrowing of a Swing Line Loan denominated in Euros, a Business Day shall be any TARGET Day on which
dealings are also carried on in the London interbank market (without regard to whether commercial banks are authorized to close
under the Laws of, or are in fact closed in, the state of New York or the state where the Administrative Agent’s officeOffice
with respect to Obligations denominated
in Dollars is located).


 


“Canadian
Dollar” means lawful money of Canada.


 


“Capital
Lease Obligations” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under
any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and, for the purposes
of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined
in accordance with GAAP,
provided that any obligations related to a lease that was or would have been accounted for as an operating lease in accordance
with GAAP as in effect on December 31, 2018 (whether or not such operating leases were in effect on such date) shall be accounted
for as obligations relating to an operating lease and not as Capital Lease Obligations regardless of any change in GAAP following
the date that would otherwise require such obligations to be recharacterized as Capitalized Leases.


 






    	 	6	 



     


    

 


“Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more
of the applicable L/C Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations
in respect of L/C Obligations, cash or deposit account balances or other credit support reasonably satisfactory to the Administrative
Agent and the applicable L/C Issuer, in each case pursuant to documentation in form and substance reasonably satisfactory to the
Administrative Agent and the applicable L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing
and shall include the proceeds of such cash collateral and other credit support.


 


“Cash
Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft,
credit or debit card, electronic funds transfer and other cash management arrangements in a pooling arrangement or otherwise.


 


“Cash
Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Designated
Borrower, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a
Cash Management Agreement with a Designated Borrower, in each case in its capacity as a party to such Cash Management Agreement.


 


“CDOR”
has the meaning specified in the definition of “Eurocurrency Rate.”


 


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


 


“Change
of Control” means 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 Exchange Act, 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 Exchange Act), directly or indirectly, of 40% or more of the equity securitiesEquity
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; or


 


(b)       a
majority of the members of the board of directors or other equivalent governing body of the Company shall cease to be composed
of individuals (i) who were members of that board or equivalent governing body on the Closing Date or (ii) whose election by the
board of directors of the Company, or whose nomination for election by the shareholders of the Company, was approved (such approval
either by specific vote or by approval of the Company’s proxy statement) by a vote of at least a majority of the directors
of the Company who were either directors on the Closing Date or whose election or nomination was previously so approved.


 






    	 	7	 



     


    







 


“Closing
Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 10.01.July
1, 2016.


 


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


 


“Commitment”
means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) 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. The aggregate amount of the Commitments on the date hereof is $2,500,000,000.


 


“Committed
Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and,
in the case of Eurocurrency 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 Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially
in the form of Exhibit A 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 Borrower.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) and any successor statute, and any rule,
regulation, or order promulgated thereunder, in each case as amended from time to time.


 


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


 


“Company
Guaranty” means the Company Guaranty made by the Company in favor of the Administrative Agent and the Lenders, substantially
in the form of Exhibit F.


 


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


 


“Company
Related Parties” means, the Company’s Subsidiaries and the directors and senior officers of the Company and of
the Company’s Subsidiaries.


 


“Company
Sublimit” means, with respect to the Company at any time, an amount equal to the Aggregate Commitments in effect at
such time less the aggregate amount of all Designated Borrower Sublimits in effect at such time. The Company Sublimit is
part of, and not in addition to, the Aggregate Commitments, and in no event shall the Company Sublimit plus the aggregate
amount of all Designated Borrower Sublimits then in effect exceed the Aggregate Commitments.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit D.


 


“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.


 









    	 	8	 



     


    

 


“Consolidated
EBITDA” 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 without duplication and to the extent deducted in calculating such Consolidated
Net Income: (i) income tax expense, (ii) interest expense, amortization or writeoff of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (iii) depreciation and amortization
expense, (iv) amortization of intangibles and organization costs, (v) any extraordinary, unusual or non-recurring non-cash expenses
or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income
for such period, non-cash losses on sales of assets outside of the ordinary course of business), (vi) any extraordinary, unusual
or non-recurring cash expenses or losses to the extent that they do not exceed, in the aggregate, $75,000,000 during such period,
(vii) stock-based compensation expense, and (viii) non-recurring cash charges incurred in the four consecutive fiscal quarter
period commencing with the quarter during which the applicable transaction described in clause (a) or (b) below is consummated,
(a)
related to (a)
the Acquisition, including related non-recurring integration costs of the Company and its Subsidiaries, in an
aggregate amount not to exceed $150,000,000300,000,000
in the aggregate for such four consecutive
fiscal quarter period and (b) a single additionalrelated
to any other Qualified Acquisition
over the life of this Agreement, including related non-recurring integration
costs of the Company and its Subsidiaries, in an aggregate amount not to exceed $250,000,000 in
the aggregatefor
each such Qualified Acquisition for
such four consecutive fiscal quarter period minus (b) the following to the extent included in calculating such Consolidated
Net Income: (i) interest income, (ii) any extraordinary, unusual or non-recurring non-cash income or gains (including, whether
or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash gains
on the sales of assets outside of the ordinary course of business), (iii) any extraordinary, unusual or non-recurring cash income
or gains to the extent they exceed, in the aggregate, $75,000,000 during such period, and (iv) income tax credits (to the extent
not netted from income tax expense).


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of
the four fiscal quarters most recently ended; provided, however, that Consolidated EBITDA shall be calculated on a Pro Forma Basis
to give effect to the Acquisition (if consummated) and any other acquisition or sale of a Subsidiary or operating division thereof
consummated during such period, in each case, for more than $3,000,000,000, to (b) Consolidated Interest Expense as of such date.


 


“Consolidated
Interest Expense” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the total cash
interest expense (including that attributable to Capital Lease Obligations) of the Company and its Subsidiaries for such period
with respect to all outstanding Indebtedness of the Company and its Subsidiaries (excluding all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers’ acceptance financing but including net costs under
Swap Contracts in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA
for the period of the four fiscal quarters most recently ended; provided, however,
that Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Acquisition (if consummated) and any other
acquisition or sale of a Subsidiary or operating division thereof, in each case, for more than $50,000,000, to (b) Consolidated
Interest Expense as of such date.


 






    	 	9	 



     


    

 


“Consolidated
Net Leverage Ratio” means, as of any date of determination,
the ratio of (a) all Indebtedness of the Company and its Subsidiaries outstanding
as of such date minus unrestricted cash and cash equivalents (but, for the avoidance of doubt, (and without duplication of the
effect of the provisos to Sections 7.03 and 7.04), excluding the netting of any proceeds of Acquisition Debt or any Indebtedness
in favor of the Target excluded from Indebtedness pursuant to Section 7.03 or 7.04) of the Company and its Subsidiaries
as of such date to (b) Consolidated EBITDA for the period
of the four fiscal quarters most recently ended; provided, however, that Consolidated EBITDA shall be calculated
on a Pro Forma Basis to give effect to the Acquisition (if consummated) and any other acquisition or sale of a Subsidiary or operating
division thereof consummated
during such period, in
each case, for more than $50,000,000.3,000,000,000.


 







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


 


“Consolidated
Total Tangible Assets” means, as of any date of determination, the total assets of the Company and its Subsidiaries
on a consolidated basis, as determined in accordance with GAAP, but excluding Intangible Assets.


 


“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.


 


“Covered
Entity” means any of the following:


 


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



 


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



 


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



 


“Covered
Party” has the meaning assigned to it in Section 10.22.


 


“Credit
Exposure” means, as to any Lender at any time, the aggregate principal amount of its outstanding Loans and such Lender’s
participation in L/C Obligations and Swing Line Loans at such time.


 


“Credit
Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


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


 


“Debtor
Relief Laws” means the Bankruptcy Code of the United States, 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 and affecting the rights of creditors
generally.





 






    	 	10	 



     


    

 





“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 (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i)
the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Eurocurrency 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, and (b) when used with respect
to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


 


“Defaulting
Lender” means, subject to Section 2.18(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans
within two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent,
each L/C Issuer, each Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in
respect of its participation in Letters of Credit, Bankers’ Acceptances or Swing Line Loans) within two Business Days of
the date when due, (b) has notified the Company, the Administrative Agent, any L/C Issuer or any 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, (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 (i) the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by
a Governmental Authority or (ii) in the case of a solvent Lender, a precautionary Undisclosed Administration with respect to such
Lender, in any such case where such ownership interest or action does not result in or provide such Lender with immunity from
the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Lender (or such Governmental Authority) 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 2.18(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, each L/C Issuer, each Swing Line Lender and each Lender promptly following such determination.


 


“Designated
Borrower” has the meaning specified in the introductory paragraph hereto. As of the Closing Date there are no Designated
Borrowers.


 


“Designated
Borrower Joinder Agreement” has the meaning specified in Section 2.14.


 


“Designated
Borrower Notice” has the meaning specified in Section 2.14.


 


“Designated
Borrower Sublimit” means, with respect to any Designated Borrower at any time, an amount equal to the sum of the Commitments
of all applicable Designated Lenders to such Designated Borrower in effect at such time, but not to exceed the Designated Borrower
Sublimit for such Designated Borrower then in effect pursuant to Section 2.14. The Designated Borrower Sublimit of any
Designated Borrower is part of, and not in addition to, the Aggregate Commitments, and in no event shall the Company Sublimit
plus the aggregate amount of all Designated Borrower Sublimits then in effect exceed the Aggregate Commitments.


 






    	 	11	 



     


    

 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any
Sanctions.


 


“Designated
Lenders” has the meaning specified in Section 2.14.


 


“Disposition”
or “Dispose” means the sale, transfer, license (excluding any license of intellectual property in the ordinary
course of business), lease or other disposition (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 but excluding any (a) equity issuances, or (b) dividends or distributions to any holders
of equity interests.


 


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


 


“Dollar
Equivalent” means, at any timefor
any amount, at the time of determination thereof,
(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 or an L/C Issuer, as the case may
be, 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.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.


 


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


 


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


 


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


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Sections 10.06(b)(iii) and (v)
(subject to such consents, if any, as may be required under Section 10.06(b)(iii)).


 


“Eligible
Foreign Subsidiary” means each of the directly or indirectly wholly-owned Foreign Subsidiaries of the Company organized
under the laws of one of the jurisdictions set forth on Schedule 2.14 hereto.


 


“EMU
Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation
of a single or unified European currency.


 






    	 	12	 



     


    







 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, licenses, or legally binding 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.


 


Equity
Securities” means any and all shares, interests, participations or other equivalents (however designated) of capital stock
of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants,
rights or options to purchase any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974,1974
and the rules and regulations promulgated
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) a withdrawal by the Company or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it 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 the Company or any ERISA Affiliate from a Multiemployer Plan or a determination that a
Multiemployer Plan is or is expected to be in “critical” status (within the meaning of Section 432 of the Code or
Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under
Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;
(e) an 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 or Multiemployer Plan; or (f) 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 the Company or any ERISA Affiliate.


 


“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 lawful currency of the Participating Member States introduced in accordance with the
EMU Legislation.


 


“Euro
Swing Line Rate” means a rate per annum equal to LIBOR for Euros, or if such rate is not available, a comparable or
successor rate which rate is reasonably selected by the Administrative Agent, 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) for an amount comparable to the amount of that Loan on such day for overnight
deposits in Euros, and, if any such applicable rate is below zero, the Euro Swing Line Rate for such day will be deemed to be
zero; provided that after the Closing Date and to the extent a comparable or successor rate is reasonably selected by the Administrative
Agent (as contemplated above), such selected 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 selected rate shall
be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 


“Euro
Swing Line Rate Loan” means a Swing Line Loan denominated in Euros that bears interest based on the Euro Swing Line
Rate.


 






    	 	13	 



     


    







 


“Eurocurrency
Rate” means:


 


(i)
in the case of a Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”)
or (if such rate is unavailable) a comparable or successor rate which rate is approved by the Administrative Agent, 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;
provided that if LIBOR or such comparable or successor rate would be less than 0.75%, such rate shall be deemed to be 0.75% for
the purposes of this Agreement; and


 


(ii)
in the case of a Loan denominated in Canadian Dollars, the rate per annum equal to the rate per annum equal to the Canadian Dealer
Offered Rate (“CDOR”) or (if such a rate is unavailable) a comparable or successor rate which rate is approved
by the Administrative Agent, 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) for the applicable Interest Period
at approximately 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or such other day as is generally
treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent) (or if
such day is not a Business Day, then on the immediately preceding Business Day with a term equivalent to such Interest Period);
provided that if CDOR or such comparable or successor rate would be less than 0.75%, such rate shall be deemed to be 0.75% for
the purposes of this Agreement; and


 


(iii)
in the case of a Loan denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“BBSY”)
or (if such rate is unavailable) a comparable or successor rate, which rate is approved by the Administrative Agent, 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) for the applicable Interest Period at approximately 10:30 a.m. (Melbourne, Australia
time) two Business Days prior to the commencement of such interest period (or such other day as is generally treated as the rate
fixing day by market practice in such interbank market, as determined by the Administrative Agent);
provided that if CDOR or such comparable or successor rate would be less than 0.75%, such rate shall be deemed to be 0.75% for
the purposes of this Agreement;


 


provided
that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set
forth above, 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. Notwithstanding anything to the contrary contained
herein, if the Eurocurrency Rate is less than zero, such rate shall be deemed equal to zero for purposes of this Agreement.


 


“Eurocurrency
Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency
Rate.” Committed Loans that are Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All
Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.


 


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


 


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


 






    	 	14	 



     


    







 


“Excluded
Swap Obligation” means, with respect to the Company, (a) any Swap Obligation if, and to the extent that, and only for
so long as, all or a portion of the Guarantee of the Company of, or the grant by the Company of a security interest to secure,
as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any provision
thereof) by virtue of the Company’s failure to constitute an “eligible contract participant,” as defined in
the Commodity Exchange Act and the regulations thereunder, at the time the Guarantee of (or grant of such security interest by,
as applicable) the Company becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation
designated as an “Excluded Swap Obligation” of the Company as specified in any agreement between the relevant Loan
Parties and counterparty applicable to such Swap Obligations, and agreed by the Administrative Agent. If a Swap Obligation arises
under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation
that is attributable to Swaps for which such guarantee or security interest is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to 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 becomes a party hereto or acquires such interest in the Loan or Commitment (other
than pursuant to an assignment request by the Company under Section 10.13) or (ii) such Lender changes its Lending Office,
except in each case to the extent that, pursuant to Section 3.01(a) 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 or inability to comply with Section
3.01(f), and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. Notwithstanding anything to the contrary contained
in this definition, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by
or on behalf of a Foreign Obligor to any Lender hereunder or under any other Loan Document, provided that such Lender shall have
complied with Section 3.01(f).


 


“Existing
Credit Agreement” means that certain Credit Agreement dated as of July 25, 2013 (as amended by that certain Incremental
Facility Amendment dated as of February 23, 2015) among the Company, certain Subsidiaries of the Company from time to time party
thereto, Bank of America, as administrative agent, and the lenders party thereto.


 


“Existing
Letters of Credit” means those letters of credit issued prior to the Closing Date for the account of the Company or
any of its Subsidiaries and identified on Schedule 2.03(b).


 


“Existing
Maturity Date” has the meaning specified in Section 2.15(a).


 


“Extending
Lender” has the meaning specified in Section 2.15(e).


 


“Extension
Date” has the meaning specified in Section 2.15(a).


 


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


 






    	 	15	 



     


    

 


“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 of the Federal Reserve System on such day, 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 so published on such next succeeding Business Day, 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. If the Federal Funds Rate shall be less than zero it shall be deemed
zero for purposes of this Agreement.


 


“Fee
Letters” means, collectively, (a) the letter agreement, dated June 7, 2016, among the Company, MLPFS, Bank of America,
Barclays and JPMorgan and (b) the letter agreement, dated June 7, 2016, among the Company, MLPFS and Bank of America.


 


“First
Amendment Effective Date” means December 11, 2017, the date of the effectiveness of that certain Amendment No. 1 to
Credit Agreement.


 


“First
Extension Date” has the meaning specified in Section 2.15(a).


 


“Foreign
Lender” means (a) if the applicable Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the applicable
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
Obligor” means a Loan Party that is a Foreign Subsidiary.


 


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


 


“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, (a) with respect to each L/C Issuer, such Defaulting Lender’s
Applicable Percentage of the outstanding L/C Obligations owing to such L/C Issuer other than L/C Obligations as to which such
Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance
with the terms hereof, and (b) with respect to each Swing Line Lender, such Defaulting Lender’s Applicable Percentage of
Swing Line Loans owing to such Swing Line Lender 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 business.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the FASB Accounting Standards Codification 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.


 









    	 	16	 



     


    

 


“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).


 


“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 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 of any other Person, whether or not such Indebtedness
is assumed by such Person. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (1) an amount
equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (2) the maximum
amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless
such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability
in respect thereof as determined by the Company in good faith. The term “Guarantee” as a verb has a corresponding
meaning.


 


“Guaranteed
Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Designated Borrower
and any Cash Management Bank, and is identified as such in a written notice from the Company to the Administrative Agent.


 


“Guaranteed
Hedge Agreement” means any Swap Contract permitted under Article VI or VII that is entered into by and
between any Designated Borrower and any Hedge Bank, and is identified as such in a written notice from the Company to the Administrative
Agent.


 


“Hedge
Bank” means any Person that (a) at the time it enters into a Swap Contract not prohibited under Article VI or
VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to
a Swap Contract not prohibited under Article VI or VII, in each case in its capacity as a party to such Swap Contract.


 


“Honor
Date” has the meaning specified in Section 2.03(c)(i).


 


“Impacted
Loans” has the meaning specified in Section 3.03.


 


“Increase
Effective Date” has the meaning specified in Section 2.16(d).


 






    	 	17	 



     


    

 


“Indebtedness”
of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services (excluding accounts payable and accrued expenses), (c) all
obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or
arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though
the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale
of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise,
as an account party or applicant under or in respect of bankers’ acceptances, (g) all reimbursement obligations of such
Person in respect of drawings or payments made under letters of credit, surety or performance bonds or other similar arrangements
that are not satisfied within three Business Days following the date of receipt by such Person of notice of such drawing or payment,
(h) the liquidation value of all mandatorily redeemable preferred capital stock of such Person, (i) all Guarantees of such Person
in respect of obligations of the kind referred to in clauses (a) through (f) and (h) above, and
(j) all obligations of the kind referred
to in clauses (a) through (i) above secured by any Lien on property (including accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such obligation, and
(k) for the purposes of Section 8.01(e) only, all obligations of such Person in respect
of Swap Contracts. It is understood that obligations in respect of a Permitted Securitization shall not constitute
Indebtedness. Any Indebtedness incurred after the Closing Date by the Company or its Subsidiaries
for the purpose of financing a portion of the consideration payable under the Acquisition Agreement or the related fees and expenses
shall not be included for purposes of calculating the Consolidated Leverage Ratio until the earlier of (a) the date of the consummation
of the Acquisition and the use of proceeds to finance a portion of the consideration payable under the Acquisition Agreement or
to pay the related fees and expenses and (b) the date of the required redemption or mandatory prepayment of such indebtedness,
provided that such indebtedness shall only be excluded from such calculation to the extent that such indebtedness includes a mandatory
redemption or a mandatory prepayment of such indebtedness in the event that the Acquisition is not consummated pursuant to the
terms of the Acquisition Agreement). The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a
result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of
such Indebtedness expressly provide that such Person is not liable therefor.


 


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


 


“Indemnitee”
has the meaning specified in Section 10.04(b).


 


“Information”
has the meaning specified in Section 10.07.


 


“Intangible
Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer
software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount
and capitalized research and development costs.


 


“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 Eurocurrency 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 (or
Swing Line Loan),
the last Business Day of each March, June, September and December and the Maturity Date.


 






    	 	18	 



     


    

 


“Interest
Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed
or converted to or continued as a Eurocurrency Rate Loan and ending on the date one week (solely
with respect to Eurocurrency Rate Loans denominated in Dollars) or one, two, three or six months thereafter, as
selected by the Company or a Designated Borrower, as applicable, in its Committed Loan Notice; provided that:


 





(a)       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 such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;


 


(b)       any
Interest Period 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


 


(c)       no
Interest Period shall extend beyond the Maturity Date.


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


“Issuer
Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement
and instrument entered into by the applicable L/C Issuer and the Company (or any Subsidiary) or in favor of the applicable L/C
Issuer and relating to such Letter of Credit.


 


“JPMorgan”
means JPMorgan Chase Bank, N.A. and its successors.


 


“Judgment
Currency” has the meaning specified in Section 10.19.


 


“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.


 


“L/C
Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage of the Company Sublimit. All L/C Advances shall be denominated in Dollars.


 


“L/C
Borrowing” means an extension of credit resulting from (i) a drawing under any Letter of Credit (other than an Acceptance
Credit) or (ii) a payment of a Bankers’ Acceptance upon presentation, in each case which has not been reimbursed on the
date when made or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated in Dollars.


 


“L/C
Credit Extension” means, with respect to any Letter of Credit or Bankers’ Acceptance, the issuance thereof or
extension of the expiry date thereof, or the increase of the amount thereof.


 


“L/C
Issuer” means (i) Bank of America, in its capacity as an issuer of Letters of Credit and Bankers’ Acceptances
hereunder, (ii) Barclays, in its capacity as an issuer of standby Letters of Credit hereunder, (iii) JPMorgan, in its capacity
as an issuer of Letters of Credit and Bankers’ Acceptances hereunder, (iv) Citibank, N.A. with respect to certain Existing
Letters of Credit issued by Citibank, N.A. and (v) any five other Lenders designated by the Company from time to time who agree
to act in the capacity as an issuer of Letters of Credit and Bankers’ Acceptances hereunder.


 






    	 	19	 



     


    







 


“L/C
Issuer Sublimit” means, as to any L/C Issuer, its obligation to issue Letters of Credit and make Bankers’ Acceptances
pursuant to Section 2.03(a) in an aggregate amount at any time outstanding not to exceed the Dollar amount set forth opposite
such L/C Issuer’s name on Schedule 2.03(a) or as agreed by any additional L/C Issuer as set forth in Section 2.03(l),
as such amount may be adjusted from time to time in accordance with this Agreement, it being understood that the aggregate amount
of the L/C Issuer Sublimit may exceed the Letter of Credit Sublimit, but no one L/C Issuer’s L/C Issuer Sublimit shall exceed
the Letter of Credit Sublimit.


 


“L/C
Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the sum of the maximum aggregate amount which is, or at any time thereafter may become, payable
by the L/C Issuers under all then outstanding Bankers’ Acceptances, plus the aggregate amount of all Unreimbursed
Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit,
the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount
so remaining available to be drawn.


 


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


 


“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.


 


“Letter
of Credit” means (i) any letter of credit issued hereunder and (ii) each of the Existing Letters of Credit. A Letter
of Credit may be a commercial letter of credit or a standby letter of credit. Letters of Credit may be issued in Dollars or in
an Alternative Currency.


 


“Letter
of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the
form from time to time in use by the applicable L/C Issuer and, in the case of any Acceptance Credit, shall include the related
Acceptance Documents.


 


“Letter
of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day
is not a Business Day, the next preceding Business Day).


 


“Letter
of Credit Fee” has the meaning specified in Section 2.03(h).


 


“Letter
of Credit Sublimit” means an amount equal to the lesser of (a) $250,000,000 and (b) the Company Sublimit then in effect.
The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


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


 


“LIBOR
Quoted Currency” means each of the following currencies: Dollars; Euro; Sterling; Yen; Swiss Franc and each other currency
that is approved in accordance with Section 1.06.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
other security interest or similar 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).


 






    	 	20	 



     


    

 



 


“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.


 


“Loan
Documents” means this Agreement, each Designated Borrower Joinder Agreement, each Note, each Issuer Document, the Fee
Letters and the Company Guaranty.


 


“Loan
Parties” means, collectively, the Company, as a Borrower and as the guarantor under the Company Guaranty, 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.


 


“Mandatory
Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii).


 


“Mandatory
Auto-Extension Letter of Credit Sublimit” means an amount equal to $50,000,000. The Mandatory Auto-Extension Letter
of Credit Sublimit is part of, and not in addition to, the Letter of Credit Sublimit.


 


“Margin
Stock” has the meaning set forth in Regulation U issued by the FRB.


 


“Master
Agreement” has the meaning specified in the definition of Swap Contract.


 


“Material
Adverse Effect” means (a) a material adverse effect upon the business, assets, liabilities (actual or contingent), operations
or financial condition of the Company and its Subsidiaries, taken as a whole; or (b) a material adverse effect upon the legality,
validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party or the rights
of
or remedies ofavailable
to the Administrative Agent or the
Lenders thereunderagainst
the Company under the Loan Documents, taken as a whole.


 


“Material
Subsidiary” means, as of any date of determination, any Subsidiary of the Company (a) whose revenues are greater than
510%
of the consolidated revenues of the Company and its Subsidiaries for the most recent fiscal year of the Company for which financial
statements are available or (b) the book value of whose assets is greater than 510%
of the book value of the total consolidated assets of the Company and its Subsidiaries as of the end of such fiscal year, in each
case determined in accordance with GAAP.


 


“Maturity
Date” means the later of (a) July 1, 2021,(x)
with respect to each Second Amendment Non-Extending Lender, July 1, 2021 and (y) with respect to each Second Amendment Extending
Lender, July 1, 2022, and (b) if maturity
is extended pursuant to Section 2.15, such extended maturity date as determined pursuant to such Section; provided,
however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business
Day.


 


“Maximum
Rate” has the meaning specified in Section 10.09.


 


“Minimum
Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances
provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the
Fronting Exposure of the applicable L/C Issuer with respect to Letters of Credit and Bankers’ Acceptances issued and outstanding
at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the
provisions of Section 2.17(a)(i), (a)(ii) or (a)(iii), an amount equal to 102% of the Outstanding Amount
of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the applicable L/C Issuer in their
sole discretion.


 






    	 	21	 



     


    

 


“MLPFS”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors and assigns.


 


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


 


“Multiemployer
Plan” means any employee benefit plan described in Section 4001(a)(3) of ERISA, to which the Company 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.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required
Lenders.


 


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


 


“Non-Extending
Lender” has the meaning specified in Section 2.15(b).


 


“Non-Extension
Notice Date” has the meaning specified in Section 2.03(b)(iii).


 


“Non-Participating
Lender” has the meaning specified in Section 2.14(a).


 


“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 of Exhibit C.


 


“Notice
Date” has the meaning specified in Section 2.15(b).


 


“Obligations”
means (i) 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, Letter of Credit, Bankers’ Acceptance, and (ii) all obligations of any Designated
Borrower under any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, in each case 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.


 


“Organization
Documents” means, (a) with respect to any corporation, the 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 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.


 






    	 	22	 



     


    







 


“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 recording, stamp or documentary taxes or any other excise, transfer, sales or property
taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document including any interest, additions
to tax or penalties applicable thereto, excluding (other than an assignment pursuant to a request by the Company under Section
10.13), in each case, such amounts that result from an Assignment and Assumption, grant of a participation, transfer or designation
of a new applicable Lending Office or other office for receiving payments under any Loan Document and Excluded Taxes.


 


“Outstanding
Amount” means (i) with respect to Committed Loans and Swing Line 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 orof
such Committed Loans and Swing Line
Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the Dollar Equivalent
amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements by the Company of amounts paid under Bankers’ Acceptances or of Unreimbursed Amounts.


 


“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 reasonably determined by the Administrative Agent, an L/C Issuer, or a 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. If the Overnight Rate shall be less than zero it shall be deemed zero for purposes of this Agreement.


 


“Participant”
has the meaning specified in Section 10.06(d).


 


“Participant
Register” has the meaning specified in Section 10.06(d).


 


“Participating
Lender” has the meaning specified in Section 2.14(a).


 


“Participating
Member State” means each state so described in any EMU Legislation.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other
than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Company or any ERISA Affiliate
or to which the Company or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer
or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five
plan years.


 






    	 	23	 



     


    







 


“Permitted
Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii).


 


“Permitted
Securitization” means any Securitization Transaction, provided that the aggregate amount of the financing represented
by such transactions at any one time outstanding does not exceed $400,000,000.


 


“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” (as such term is defined in Section 3(3) of ERISA) established by the Company or,
with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.


 


“Platform”
has the meaning specified in Section 6.02.


 


“Pro
Forma Basis” means, with respect to compliance with any covenant hereunder, compliance with such covenant after giving
effect to the Acquisition (if consummated) or toor
any other acquisition, any asset sale
of a Subsidiary or operating entity for which historical financial statements for the relevant period are available or any incurrence
of Indebtedness (including pro forma adjustments arising out of events which are directly attributable to such acquisition, asset
sale or any incurrence of Indebtedness, are factually supportable and are expected to have a continuing impact, in each case as
determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act, as interpreted by the SEC, and such
other adjustments as are reasonably satisfactory to the Administrative Agent, in each case as certified by the chief financial
officer of the Company) using, for purposes of determining such compliance, the historical financial statements of all entities
or assets so acquired or sold and the consolidated financial statements of the Company and its Subsidiaries, which shall be reformulated
as if such acquisition or asset sale, and all other acquisitions or asset sales that have been consummated during the period,
and any Indebtedness or other liabilities to be incurred or repaid in connection therewith had been consummated and incurred or
repaid at the beginning of such period.


 


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


 


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


 


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


 


“QFC
Credit Support” has the meaning assigned to it in Section 10.22.


 


“Qualified
Acquisition” means a transaction permitted under this Agreement and consummated after
the earlier of the Acquisition Closing Date and the termination of the Acquisition prior to the Acquisition Closingon
or after the Second Amendment Effective Date,
by which the Company or any of its Subsidiaries (i) acquires any going concern or business or all or substantially all of the
assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger
or otherwise or (ii) directly or indirectly acquires at least a majority (in number of votes) of the Equity Securities of a person
if the aggregate amount of Indebtedness incurred by the Company and its Subsidiaries to finance the purchase price and other consideration
for such transaction, plus the amount of Indebtedness assumed by the Company and its Subsidiaries in connection with such transaction,
is at least $3,000,000,000 of Indebtedness.


 






    	 	24	 



     


    







 


“Rating
Agency” means either of S&P or Moody’s.


 


“Recipient”
means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of
any obligation of any Loan Party hereunder.


 


“Register”
has the meaning specified in Section 10.06(c).


 


“Registered
Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the Company as
prescribed by the Securities Laws.


 


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


 


“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, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line
Loan, a Swing Line Loan Notice.


 


“Required
Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures
of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any
time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that any 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 applicable
Swing Line Lender or the applicable L/C Issuer, as the case may be, in making such determination.


 


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


 


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


 


“Restricted
Margin Stock” means Margin Stock owned by the Company or any of its Subsidiaries which represents not more than 25%
of the aggregate value (determined in accordance with Regulation U), on a consolidated basis, of the property and assets of the
Company and its Subsidiaries (including any Margin Stock) that is subject to the provisions of Sections 7.01 and 7.04.


 






    	 	25	 



     


    

 


“Revaluation
Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate
Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency 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; and (b) with respect to any Letter of Credit or Bankers’ Acceptance, each of the following: (i) each
date of issuance of a Letter of Credit or creation of a Bankers’ Acceptance denominated in an Alternative Currency, (ii)
each date of an amendment of any such Letter of Credit or Bankers’ Acceptance having the effect of increasing the amount
thereof (solely with respect to the increased amount), (iii) each date of any payment by the applicable L/C Issuer under any Letter
of Credit or Bankers’ Acceptance denominated in an Alternative Currency, (iv) in the case of the Existing Letters of Credit,
the Closing Date and (v) such additional dates as the Administrative Agent or the applicable L/C Issuer shall determine or the
Required Lenders shall require.


 


“S&P”
means Standard & Poor’s Financial Services LLC. and any successor thereto.


 


“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 or the applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement
of international banking transactions in the relevant Alternative Currency.


 


“Sanctioned
Persons Lists” means Specially Designated Nationals List, Foreign Sanctions Evader List, or Sectoral Sanctions Identifications
List, or similar lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Sanctions”
means any international economic sanction administered or enforced by the United States Government (including those administered
by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), the United Nations
Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


 


“Sarbanes-Oxley”
means the Sarbanes-Oxley Act of 2002.


 


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


 


“Second
Amendment Effective Date” means June 5, 2020, the date of the effectiveness of that certain Amendment No. 2 to Credit Agreement
and Extension. 


 


“Second
Amendment Extending Lender” means each Lender party hereto whose name is set forth on Schedule I of that certain Amendment
No. 2 to Credit Agreement under the heading “Extending Lenders”.


 


“Second
Amendment Non-Extending Lender” means each Lender party hereto whose name is set forth on Schedule I of that certain Amendment
No. 2 to Credit Agreement under the heading “Non-Extending Lenders”.


 


“Second
Extension Date” has the meaning specified in Section 2.15(a).


 


“Securities
Act” means the Securities Act of 1933.


 


“Securities
Laws” means the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles,
rules, standards and practices promulgated, approved or incorporated by the SEC.


 






    	 	26	 



     


    







 


“Securitization
Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including
factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer,
or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights
to payment to a special purpose subsidiary or affiliate of such Person.


 


“Special
Notice Currency” means at any time an Alternative Currency, other than (a) the currency of a country that is a member
of the Organization for Economic Cooperation and Development at such time located in North America or Europe or (b) Yen.


 


“Spot
Rate” for a currency means the rate determined by the Administrative Agent or an L/C Issuer, as applicable, to be the
rate quoted by the Administrative Agent or such L/C Issuer, as the case may be, 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 Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative
Agent or an L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or
such L/C Issuer if the Administrative Agent or such L/C Issuer, as the case may be, does not have as of the date of determination
a spot buying rate for any such currency; provided further, that such L/C Issuer may use such spot rate quoted on the date
as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative 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 which is consolidated
with such Person under GAAP. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Company.


 


“Sublimit”
means the Company Sublimit or an applicable Designated Borrower Sublimit, as the context may indicate.


 


“Supported
QFC” has the meaning assigned to it in Section 10.22.


 


“Swap”
means any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the
Commodity Exchange Act.


 


“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 relating to any of the foregoing (any
such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations
or liabilities under any Master Agreement.


 






    	 	27	 



     


    







 


“Swap
Obligation” means, with respect to any person, any obligation to pay or perform under any Swap.


 


“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 2.04.


 


“Swing
Line Lender” means (a) with respect to Swing Line Loans denominated in Dollars, each of Bank of America, Barclays and
JPMorgan, each in its capacity as provider of Swing Line Loans, and any successor swing line lender for Dollars hereunder and
(b) with respect to Swing Line Loans denominated in Euros, each of (i) Bank of America, N.A., London Branch, or one or more other
branches or Affiliates of Bank of America,
acting in such capacity, (ii) Barclays,
or one or more other branches or Affiliates
of Barclays,
acting in such capacity, and (iii)
JPMorgan Chase Bank, N.A., London Branch, or one or more other branches or Affiliates of JPMorgan acting in such capacity, each
in its capacity as provider of Swing Line Loans denominated in Euros, or any successor swing line lender for Euros hereunder.


 


“Swing
Line Lender Sublimit” means, as to any Swing Line Lender, its obligation to make Swing Line Loans pursuant to Section
2.04 in an aggregate amount at any time outstanding not to exceed the Dollar amount set forth opposite such Swing Line Lender’s
name on Schedule 2.04, as such amount may be adjusted from time to time in accordance with this Agreement.


 


“Swing
Line Loan” has the meaning specified in Section 2.04(a).


 


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing,
shall be substantially in the form of Exhibit B 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 Borrower.


 


“Swing
Line Sublimit” means, at any time, an amount equal to (a) with respect to Swing Line Loans denominated in Dollars, $200,000,000
and (b) with respect to Swing Line Loans denominated in Euros, the Alternative Currency Equivalent of $200,000,000; provided that
in no event shall the aggregate Swing Line Sublimit exceed the Company’s
Sublimit then in effect (and if any
adjustment is required to the Swing Line Sublimit as a result of the reduction of the Company Sublimit, such adjustment shall,
unless otherwise agreed among the Swing Line Lenders and the Borrower, be applied pro rata between the portion of the Swing Line
Sublimit allocated to Dollars and the portion of the Swing Line Sublimit allocated to Euros, and ratably among the relevant Swing
Line Lenders). The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


“Swiss
Franc” means lawful money of the Swiss Confederation.


 


“Target”
means FEI Company, an Oregon corporation.QIAGEN
N.V., a Dutch entity, with seat in Venlo, the Netherlands, Trade Register number 12036979.


 






    	 	28	 



     


    







 


“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.


 


“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.


 


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


 


“Term
Loan Facility” means that certain Term Loan Agreement dated as of the date hereof among the Company,
JPMorgan, as administrative agent, and the lenders party thereto, and any replacements, refinancings, refundings, renewals or
extensions thereof.


 


“Threshold
Amount” means $150,000,000.500,000,000.


 


“Threshold
Indebtedness” has the meaning specified in Section 8.01(e).


 


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


 


“Total
Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.


 


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


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


“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.


 


“Undisclosed
Administration” means, with respect to a Lender that is the subject of home jurisdiction supervision by the Dutch Central
Bank (De Nederlandsche Bank N.V.) under the Dutch Financial Supervision Act (Wet op het financieel toezicht, “Wft”),
an undisclosed administration (stille curatele) applicable to, and imposed on, such Lender by the Dutch Central Bank (De Nederlandsche
Bank N.V.) under or based on section 1:76 of the Dutch Financial Supervision Act (Wet op het financieel toezicht, “Wft”),
as to and in relation to which the Dutch Central Bank (De Nederlandsche Bank N.V.) has not publicly disclosed the appointment
of a custodian (curator) with regard to such Lender.


 


“Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16)
of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding
the Pension Plan pursuant to Sections 412, 430 and 436 of the Code for the applicable plan year.


 






    	 	29	 



     


    

 


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


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i).


 


“Unrestricted
Margin Stock” means any Margin Stock owned by the Company or any of its Subsidiaries which is not Restricted Margin
Stock.


 


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


 


“U.S.
Special Resolution Regime” has the meaning assigned to it in Section 10.22.


 


“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.


 


“Yen”
and “¥” mean the lawful currency of Japan.


 


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
 “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.


 






    	 	30	 



     


    

 





(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.


 


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 (it being agreed that all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made,
without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement
of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having
a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”,
as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards
Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or
effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at
all times be valued at the full stated principal amount thereof).


 


(b)          
Changes in GAAP. If at any time any material
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.


 


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).


 


1.05       
Exchange Rates; Currency Equivalents.


 


(a)          
The Administrative Agent or the applicable L/C
Issuer, as applicable, 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 Loan Parties 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 or an L/C
Issuer, as applicable.


 






    	 	31	 



     


    

 


(b)          
Wherever in this Agreement in connection with
a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension
of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed Borrowing,
Eurocurrency Rate Loan or Letter of Credit 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 or an L/C Issuer, as the case may be.


 


1.06       
Additional Alternative Currencies.


 


(a)          
The Company may from time to time request that
Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition
of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars)
that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to
the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and all the Lenders;
and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval
of the Administrative Agent and each L/C Issuer.


 


(b)          
Any such request shall be made to the Administrative
Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time or date
as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable
L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative
Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative
Agent shall promptly notify the applicable L/C Issuer thereof. Each Lender (in the case of any such request pertaining to Eurocurrency
Rate Loans) or the applicable L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative
Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion,
to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.


 


(c)          
Any failure by a Lender or an L/C Issuer, as
the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a
refusal by such Lender or such L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit
to be issued in such requested currency. If the Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans
in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for
all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans; and
if the Administrative Agent and the L/C Issuers consent to the issuance of Letters of Credit in such requested currency, the Administrative
Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder
for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an
additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Company.


 






    	 	32	 



     


    

 


1.07       
Change of Currency.


 


(a)          
Each obligation of any 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 (in accordance with the EMU Legislation).
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.


 


(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.


 


1.08       
Times of Day.
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as
applicable).


 


1.09       
Letter of Credit Amounts.
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of
the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter
of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases
in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated
amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect
at such time.


 


ARTICLE
II.



THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01       
Committed Loans.
Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit,
each Designated Lender with respect to such Designated Borrower Sublimit) 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 Aggregate Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate
Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit
applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding
Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then
in effect. 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 2.05, and reborrow under this Section 2.01. Committed
Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made
on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the
applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent
not less than three Business Days prior to the date of such Borrowing.


 






    	 	33	 



     


    

 


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 Eurocurrency Rate Loans shall be made upon the Company’s
irrevocable notice to the Administrative Agent, which may be given by (A)
telephone or
(B) a Committed Loan Notice. Each
such notice must be received by the Administrative Agent not later than (i) 12:00 noon three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion
of Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) 12:00 noon three Business Days (or four Business
Days, in the case of Yen, or five Business Days, in the case of a Special Notice Currency) prior to the requested date of any
Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) 11:00 a.m. on the requested
date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by the Company pursuant to this Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed
and signed by a Borrowing Officer. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal
amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, however, that each Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal
amount of (A) with respect to Eurocurrency Rate Loans denominated in Sterling, £7,000,000 or a whole multiple of £500,000
in excess thereof, (B) with respect to Eurocurrency Rate Loans denominated in Euros, €10,000,000 or a whole multiple of €1,000,000
in excess thereof, (C) with respect to Eurocurrency Rate Loans denominated in Yen, ¥1,000,000,000 or a whole multiple of ¥100,000,000
in excess thereof, and (D) with respect to Eurocurrency Rate Loans denominated in any other Alternative Currency, the Alternative
Currency Equivalent of $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c)
and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount
of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written)
shall specify (i) whether the Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the
other, or a continuation of Eurocurrency 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, (vii) if any Designated
Borrower Sublimit is then in effect, the Borrower to whom such Committed Loan is to be made, and (viii) if any Designated Borrower
Sublimit is then in effect and such Committed Loan is to be made to the Company, the Sublimit under which such Committed Loan
is to be made. If the Company 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 Company fails to specify a Type of Committed Loan in a Committed Loan Notice
or if the Company 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 Eurocurrency Rate Loans
in their original currency with an Interest Period of one month. Any 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 Eurocurrency Rate Loans. If the Company
requests a Borrowing of, conversion to, or continuation of Eurocurrency 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. If the Company requests a Borrowing but fails to identify the Borrower
or the applicable Sublimit, it shall be deemed to be a request for a Borrowing by the Company under the Company Sublimit, subject
to availability under that Sublimit.


 






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(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 Company, 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 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 Company; provided, however, that if, on the date the Committed Loan
Notice with respect to such Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then
the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall
be made available to the applicable Borrower as provided above.


 


(c)          
During the existence of a Default, (i) no Loans
of the Company or any Designated Borrower that is a Domestic Subsidiary may be requested as, converted to or continued as Eurocurrency
Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders
may require that any or all of the then outstanding Eurocurrency Rate Loans of the Company or any Designated Borrower that is
a Domestic Subsidiary denominated in an Alternative Currency be either (at the Company’s election) 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 and (ii) no Loans of any Designated Borrower that is an Eligible Foreign Subsidiary may be requested as, converted to
or continued as Eurocurrency Rate Loans with an Interest Period of more than one month without the consent of the Required Lenders.


 


(d)          
The Administrative Agent shall promptly notify
the Company and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination
of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and
the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public
announcement of such change.


 


(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 Interest Periods in effect at any time with respect to Committed Loans.


 






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2.03      
Letters of Credit and Bankers’ Acceptances.


 


(a)         
The Letter of Credit and Bankers’ Acceptances
Commitment.


 





(i)         
 Subject to the terms and conditions set forth
herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1)
from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue
Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of
the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection
(b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’
Acceptances in accordance with the terms thereof and hereof; and (B) the Lenders severally agree to participate in Letters of
Credit and Bankers’ Acceptances issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall
not exceed the Aggregate Commitments, (w) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (x)
the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then
in effect, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding
Amount of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer
Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation
by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding
sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters
of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall
be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms
and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under
this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances.


 


(ii)         
No L/C Issuer shall issue any Letter of Credit
if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders
have approved such expiry date.


 


(iii)        
No L/C Issuer shall be under any obligation to
issue any Letter of Credit if:


 


(A)       
any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit or
any related Bankers’ Acceptance, or any Law applicable to such L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such
L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or such Letter of
Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer with respect to such Letter
of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;


 


(B)        
the issuance of such Letter of Credit would violate
one or more policies of such L/C Issuer applicable to letters of credit generally;


 


(C)        
the maturity date of any Bankers’ Acceptance
issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance
of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date;


 






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(D)       
except as otherwise agreed by the Administrative
Agent and such L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than
the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the
case of a standby Letter of Credit;


 


(E)        
except as otherwise agreed by the Administrative
Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;


 


(F)        
such L/C Issuer does not as of the issuance date
of such requested Letter of Credit issue Letters of Credit in the requested currency;


 


(G)        
any Lender is at that time a Defaulting Lender,
unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer
with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect
to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to
be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting
Exposure, as it may elect in its sole discretion;


 


(H)        
as to Acceptance Credits, if the Bankers’
Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal
Reserve Act (12 U.S.C. 372); or


 


(I)         
subject to Section 2.03(b)(iii), the expiry
date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided
that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters
of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last
renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000.


 


(iv)        
No L/C Issuer shall be under any obligation to
amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof or (B) the Beneficiary of such Letter of Credit does not accept the proposed amendment to
such Letter of Credit.


 


(v)         
Each L/C Issuer shall act on behalf of the Lenders
with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and
each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances
issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit
and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included
such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.


 






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(b)         
Procedures for Issuance and Amendment of Letters
of Credit; Auto-Extension Letters of Credit.


 





(i)          
 Each Letter of Credit shall be issued or amended,
as the case may be, upon the request of the Company delivered to one of the L/C Issuers (with a copy to the Administrative Agent)
in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officer. Such Letter of Credit
Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system
provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application
must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such
later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion)
prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance
of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency
thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary thereof; (E) the documents to be presented by
such Beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary in
case of any drawing or presentation thereunder; and (G) such other matters as such L/C Issuer may require. In the case of a request
for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which
shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably
require. Additionally, the Company shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents
and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C
Issuer or the Administrative Agent may reasonably require.


 


(ii)         
Promptly after receipt of any Letter of Credit
Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the
Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative
Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter
of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to
the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the
Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance
with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each
Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount
equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter
of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company
Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s
Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.


 






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(iii)         
If the Company so requests in any applicable
Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension
provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect
to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations
in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit
and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has
automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that
any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer to
prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such standby Letter
of Credit) by giving prior notice to the Beneficiary thereof not later than a day (the “Non-Extension Notice Date”)
in each such twelve-month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed
by the applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension.
Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall
be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time
to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall
not extend such standby Letter of Credit if (A) such L/C Issuer has determined that it would not be permitted, or would have no
obligation, at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason
of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be
by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case
of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit
such extension or (2) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified
in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.


 


(iv)         
Promptly after its delivery of any Letter of
Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable
L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or
amendment.


 


(c)          
Drawings and Reimbursements; Funding of Participations.


 


(i)           
Upon receipt from the Beneficiary of any Letter
of Credit of any notice of a drawing or, with respect to any Acceptance Credit, presentation of documents, under such Letter of
Credit, or any presentation for payment of a Bankers’ Acceptance, the applicable L/C Issuer shall notify the Company and
the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall
reimburse the applicable L/C Issuer in such Alternative Currency, unless the Company shall have notified such L/C Issuer promptly
following receipt of the notice of drawing that the Company will reimburse such L/C Issuer in Dollars. In the case of any such
reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable L/C Issuer
shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In
the event the Company receives such notice not later than 9:00 a.m. on the date of any payment by the applicable L/C Issuer under
a Letter of Credit or Bankers’ Acceptance to be reimbursed in Dollars, or the Applicable Time on the date of any payment
by such L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”),
the Company shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing
or Bankers’ Acceptance, as applicable, and in the applicable currency not later than 11:00 a.m. on such Honor Date. In the
event the Company receives such notice after 9:00 a.m. on any Honor Date, the Company shall reimburse such L/C Issuer through
the Administrative Agent in an amount equal to the amount of such drawing or Bankers’ Acceptance, as applicable, and in
the applicable currency not later than 11:00 a.m. on the immediately succeeding Business Day. If the Company fails to so reimburse
the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender having a commitment under the
Company Sublimit at such time of the Honor Date, the amount of the unreimbursed drawing or payment (in the case of a Letter of
Credit denominated in an Alternative Currency, expressed in the Dollar Equivalent thereof) (the “Unreimbursed Amount”),
and the amount of such Lender’s Applicable Percentage of the Company Sublimit. In such event, the Company shall be deemed
to have requested a Committed Borrowing of Base Rate Loans under the Company Sublimit to be disbursed on the Honor Date, or the
immediately succeeding Business Day, as the case may be, in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount
of the unutilized portion of the commitments then in effect of each Lender under the Company Sublimit and the conditions set forth
in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or
the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing;
provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such
notice.


 






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(ii)         
Each Lender having a commitment under the Company
Sublimit at the time of any notice given pursuant to Section 2.03(c)(i) shall, upon such notice, make funds available (and
the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, in
Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Percentage
of the Company Sublimit of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the
Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available
shall be deemed to have made a Base Rate Committed Loan under the Company Sublimit to the Company in such amount. The Administrative
Agent shall remit the funds so received to the applicable L/C Issuer in Dollars.


 


(iii)        
With respect to any Unreimbursed Amount that
is not fully refinanced by a Committed Borrowing of Base Rate Loans under the Company Sublimit because the conditions set forth
in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have incurred from the applicable
L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each applicable Lender’s
payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.03.


 


(iv)        
Until each applicable Lender funds its Committed
Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under
any Letter of Credit or payments made on any Bankers’ Acceptance, interest in respect of such Lender’s Applicable
Percentage of such amount shall be solely for the account of such L/C Issuer.


 


(v)         
Each applicable Lender’s obligation to
make Committed Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit and payments
made on Bankers’ Acceptances, as contemplated by 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 any L/C Issuer, the Company, any Subsidiary 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 applicable 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 (other than delivery by the Company of a Committed Loan
Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse any L/C
Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit or Bankers’ Acceptance, together
with interest as provided herein.


 






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(vi)             
If any applicable Lender fails to make available
to the Administrative Agent for the account of the applicable L/C Issuer 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)(ii), then, without
limiting the other provisions of this Agreement, such L/C Issuer 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 such L/C Issuer 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 such L/C Issuer in
connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Committed Loan under the Company Sublimit included in the relevant Committed Borrowing or L/C Advance
in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any applicable
Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent
manifest error.


 


(d)         
Repayment of Participations.


 


(i)               
At any time after the applicable L/C Issuer has
made a payment under any Letter of Credit or Bankers’ Acceptance and has received from any applicable Lender such Lender’s
L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the
account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from
the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage of the Company Sublimit in Dollars and in the same funds as those
received by the Administrative Agent.


 


(ii)              
If any payment received by the Administrative
Agent for the account of any L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances
described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each
applicable Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage of the Company
Sublimit on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is
returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations
of the applicable Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)         
Obligations Absolute. The obligation of
the Company to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and each payment under any Bankers’
Acceptance and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances, including the following:


 


(i)               
any lack of validity or enforceability of such
Letter of Credit or Bankers’ Acceptance, this Agreement, or any other Loan Document;


 


(ii)              
the existence of any claim, counterclaim, setoff,
defense or other right that the Company or any Subsidiary may have at any time against any Beneficiary or any transferee of such
Letter of Credit or Bankers’ Acceptance (or any Person for whom any such Beneficiary or any such transferee may be acting),
such L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or Bankers’ Acceptance or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)             
any draft, demand, certificate or other document
or endorsement presented under or in connection with such Letter of Credit or Bankers’ Acceptance proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any
loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit
or obtain payment under any Bankers’ Acceptance;


 






    	 	41	 



     


    

 


(iv)             
waiver by the applicable L/C Issuer of any requirement
that exists solely for such L/C Issuer’s protection and not the protection of the Company;


 


(v)             
honor of a demand for payment presented electronically
even if such Letter of Credit or Bankers’ Acceptance, as applicable, requires that demand be in the form of a draft;


 


(vi)             
any payment made by the applicable L/C Issuer
in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents
must be received (determined by giving effect to any provisions contained therein permitting receipt at a later date under enumerated
circumstances) under such Letter of Credit or Bankers’ Acceptance, as applicable, if payment made in connection with a presentation
after such date is required by the UCC, the ISP or the UCP, as applicable;


 


(vii)            
any payment by such L/C Issuer under such Letter
of Credit or Bankers’ Acceptance against presentation of a draft or certificate that does not strictly comply with the terms
of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit or Bankers’ Acceptance to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver
or other representative of or successor to any Beneficiary or any transferee of such Letter of Credit or Bankers’ Acceptance,
including any arising in connection with any proceeding under any Debtor Relief Law;


 


(viii)          
any adverse change in the relevant exchange rates
or in the availability of the relevant Alternative Currency to the Company or any Subsidiary or in the relevant currency markets
generally; or


 


(ix)             
any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available
to, or a discharge of, the Company or any Subsidiary except for circumstances arising solely from the gross negligence or willful
misconduct of such L/C Issuer.


 


The
Company shall promptly examine a copy of each Letter of Credit and each amendment thereto, and each Bankers’ Acceptance,
that is delivered to it and, in the event of any claim of noncompliance with the Company’s instructions or other irregularity,
the Company will promptly notify the applicable L/C Issuer. The Company shall be conclusively deemed to have waived any such claim
against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.


 






    	 	42	 



     


    

 


(f)           
Role of L/C Issuer. Each Lender and the
Company agree that, in paying any drawing under a Letter of Credit or making any payment under a Bankers’ Acceptance, the
applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or
the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of
their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender
for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required
Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit, Bankers’
Acceptance or Issuer Document. The Company hereby assumes all risks of the acts or omissions of any Beneficiary or transferee
with respect to its use of any Letter of Credit or Bankers’ Acceptance; provided, however, that this assumption
is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the Beneficiary
or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters
described in clauses (i) through (ix) of Section 2.03(e); provided, however, that anything in such clauses
to the contrary notwithstanding, the Company may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the
Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the
Company which the Company proves were caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence or such
L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the Beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit or to honor any Bankers’
Acceptance presented for payment in strict compliance with its terms an conditions. In furtherance and not in limitation of the
foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency
of any instrument endorsing, transferring or assigning or purporting to endorse, transfer or assign a Letter of Credit or Bankers’
Acceptance or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason. Each L/C Issuer may send a Letter of Credit or conduct any communication to or from the Beneficiary via the Society
for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially
reasonable means of communicating with a Beneficiary.


 


(g)         
Applicability of ISP and UCP; Limitation of
Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the Company when a Letter of Credit is issued
(including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby
Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing,
each L/C Issuer shall not be responsible to the Company for, and such L/C Issuer’s rights and remedies against the Company
shall not be impaired by, any action or inaction of such L/C Issuer required under any Law that is required to be applied to any
Letter of Credit or this Agreement, including the Law of a jurisdiction where the L/C Issuer or the Beneficiary is located.


 


(h)          
Letter of Credit Fees. The Company shall
pay to the Administrative Agent for the account of each applicable Lender, subject to Section 2.18, in accordance with
such Lender’s Applicable Percentage of the Company Sublimit and in Dollars, a Letter of Credit fee (the “Letter
of Credit Fee”) for each Letter of Credit and each Bankers’ Acceptance that is issued and outstanding hereunder
equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of
Credit or the maximum stated amount of such Bankers’ Acceptance, as the case may be, that is issued and outstanding hereunder.
For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit
shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) due and payable on the fifteenth
day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance
of such Letter of Credit or Bankers’ Acceptance, as the case may be, on the Letter of Credit Expiration Date and thereafter
on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter,
the daily amount available to be drawn under each Letter of Credit or the maximum stated amount of each Bankers’ Acceptance,
as the case may be, shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that
such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required
Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.


 






    	 	43	 



     


    

 


(i)           
Fronting Fee and Documentary and Processing
Charges Payable to L/C Issuer. The Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars,
a fronting fee (i) with respect to each commercial Letter of Credit and each Bankers’ Acceptance issued and outstanding,
at the rate agreed between such L/C Issuer and the Company (whether pursuant to a Fee Letter or otherwise), computed on the Dollar
Equivalent of the amount of such Letter of Credit or Bankers’ Acceptance, and payable upon the issuance thereof, (ii) with
respect to any amendment of a commercial Letter of Credit or Bankers’ Acceptance increasing the amount of such Letter of
Credit or Bankers’ Acceptance, at the rate agreed between such L/C Issuer and the Company (whether pursuant to a Fee Letter
or otherwise), computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment,
and (iii) with respect to each standby Letter of Credit issued and outstanding, equal to the percentage per annum agreed between
such L/C Issuer and the Company (whether pursuant to a Fee Letter or otherwise) times the Dollar Equivalent of the daily
amount available to be drawn under such Letter of Credit or the maximum stated amount of such Bankers’ Acceptance, as the
case may be. Such fronting fee with respect to standby Letters of Credit shall be (x) due and payable on the tenth Business Day
after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof,
in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on
the Letter of Credit Expiration Date and thereafter on demand and (y) computed on a quarterly basis in arrears. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.09. In addition, the Company shall pay directly to the applicable L/C Issuer for its own account,
in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of
such L/C Issuer relating to letters of credit and bankers’ acceptances as from time to time in effect. Such customary fees
and standard costs and charges are due and payable on demand and are nonrefundable.


 


(j)           
Conflict with Issuer Documents. In the
event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.


 


(k)          
Letters of Credit Issued for Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Company shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries
inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of
such Subsidiaries.


 


(l)           
Additional L/C Issuers. In addition to
Bank of America, Barclays, JPMorgan and each other Lender listed as an L/C Issuer on the signature pages hereto, the Company may
from time to time, with notice to the Lenders and the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) and the applicable Lender being so appointed, appoint additional Lenders to be L/C Issuers hereunder, provided
that the total number of L/C Issuers at any time shall not exceed eight Lenders. Each L/C Issuer shall agree with the Company
and inform the Administrative Agent of its L/C Issuer Sublimit. Upon the appointment of a Lender as an L/C Issuer hereunder such
Person shall become vested with all of the rights, powers, privileges and duties of an L/C Issuer hereunder.


 


(m)         
Removal of L/C Issuers. The Company may
at any time remove any Lender (other than Bank of America, Barclays and JPMorgan) from its role as an L/C Issuer hereunder upon
not less than 30 days prior notice to such L/C Issuer (or such shorter period of time as may be acceptable to such L/C Issuer);
provided that such removed L/C Issuer shall retain all the rights, powers, privileges and duties of a L/C Issuer hereunder
with respect to all Letters of Credit outstanding as of the effective date of its removal as L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)). Without limiting the foregoing, upon the removal of a Lender as an L/C Issuer hereunder,
the Company may, or at the request of such removed L/C Issuer the Company shall use commercially reasonable efforts to, arrange
for one or more of the other L/C Issuers to issue Letters of Credit hereunder in substitution for the Letters of Credit, if any,
issued by such removed L/C Issuer and outstanding at the time of such removal, or make other arrangements satisfactory to the
removed L/C Issuer to effectively cause another L/C Issuer to assume the obligations of the removed L/C Issuer with respect to
any such Letters of Credit.


 






    	 	44	 



     


    

 


(n)          
Reporting of Letter of Credit Information
and L/C Issuer Sublimit. At any time that there is more than one L/C Issuer, then (i) on the last Business Day of each calendar
month, (ii) on each date that a Letter of Credit is amended, terminated or otherwise expires, (iii) on each date that an L/C Credit
Extension occurs with respect to any Letter of Credit, and (iv) upon the request of the Administrative Agent, each L/C Issuer
(or, in the case of parts (ii), (iii) or (iv), the applicable L/C Issuer) shall deliver to the Administrative Agent a report setting
forth in form and detail reasonably satisfactory to the Administrative Agent information (including, without limitation, any reimbursement,
Cash Collateral, or termination in respect of Letters of Credit issued by such L/C Issuer) with respect to each Letter of Credit
issued by such L/C Issuer that is outstanding hereunder. In addition, each L/C Issuer shall provide notice to the Administrative
Agent of its L/C Issuer Sublimit, or any change thereto, promptly upon it becoming an L/C Issuer or making any change to its L/C
Issuer Sublimit. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 2.03(n)
shall limit the obligation of the Company or any Lender hereunder with respect to its reimbursement and participation obligations,
respectively, pursuant to this Section 2.03.


 


2.04       
Swing Line Loans.


 


(a)          
The Swing Line. Subject to the terms and
conditions set forth herein, each applicable Swing Line Lender agrees, severally and not jointly and in reliance upon the agreements
of the other Lenders set forth in this Section 2.04, to make loans in (as applicable) Dollars or Euros (each such loan,
a “Swing Line Loan”) to the Company under the Company Sublimit 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 applicable
to Swing Line Loans in the requested currency; provided, however, that (x) after giving effect to any Swing Line
Loan (and any other applicable extensions of credit or repayments under this Agreement on such date), (i) the Total Outstandings
shall not exceed the Aggregate Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment,
(iii) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit
then in effect, (iv) the Outstanding Amount of the Swing Line Loans made by such Swing Line Lender shall not exceed such Swing
Line Lender’s Swing Line Lender Sublimit, (v) the Applicable Percentage of the Outstanding Amount of Committed Loans and
L/C Obligations of each Swing Line Lender (as a Lender) plus the Swing Line Loans made by such Swing Line Lender, after giving
effect to any Loans and repayments or prepayments of Loans on such date, does not exceed such Swing Line Lender’s Commitment
(as a Lender) and (vi) the aggregate amount of Swing Line Loans outstanding shall not exceed the Dollar Equivalent of $200,000,000,
(y) the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) no Swing
Line Lender shall 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. Swing Line Loans shall
be made ratably on a several and not joint basis by each applicable Swing Line Lender for the applicable currency, with each such
Swing Line Lender only obligated to make its ratable portion of a requested Swing Line Loan based on the amount of its Swing Line
Lender Sublimit in relation to the Swing Line Lender Sublimits of all such Swing Line Lenders. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section
2.05, and reborrow under this Section 2.04. Each Swing Line Loan in Dollars shall be a Base Rate Loan and each Swing
Line Loan in Euros shall be a Euro Swing Line Rate Loan. 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 applicable Swing Line Lender a risk participation
in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit
times the Dollar Equivalent of such Swing Line Loan.


 






    	 	45	 



     


    

 


(b)         
Borrowing Procedures. Each Swing Line
Borrowing shall be made upon the Company’s irrevocable notice to the Administrative Agent, who shall then immediately notify
each of the Swing Line Lenders, which may be given by telephone; provided that (i) in the case of any Swing Line Borrowing
denominated in Euros to be made on a day that is a Business Day for Swing Line Loans denominated in Euros but not for Swing Line
Loans denominated in Dollars, the irrevocable notice shall be made in writing (and not by telephone) and shall be provided to
each Swing Line Lender providing Swing Line Loans denominated in Euros (with a copy to the Administrative Agent) and (ii) any
telephonic notice must be confirmed immediately by delivery to the Administrative Agent (for distribution to the Swing Line Lenders)
of a written Swing Line Loan Notice, appropriately completed and signed by a Borrowing Officer of the Company. Each such notice
must be received by (x) in the case of Swing Line Loans denominated in Dollars, the Administrative Agent not later than 2:00 p.m.
New York City time on the requested borrowing date or (y) in the case of Swing Line Loans denominated in Euros, the Administrative
Agent (or, if such request is made at a time with respect to which proviso (i) of the immediately preceding sentence applies,
each applicable Swing Line Lender) not later than 12:00 Noon London time,
on the requested borrowing date, and
each such notice shall (i) specify the amount to be borrowed, which shall be a minimum of $500,000 or €500,000, as applicable,
(ii) specify the requested borrowing date, which shall be a Business Day, (iii) include a representation from the Company that
all of the conditions to the making of a Swing Line Loan (including the provisions of Section 2.04(a) above and of Article IV)
are satisfied for the making of such Swing Line Loan and (iv) in the case of Swing Line Loans denominated in Euros made at a time
with respect to which proviso (i) of the immediately preceding sentence applies, (A) information regarding the Borrower’s
account for deposit of such Swing Line Loan, (B) a list of authorized signatories for the Borrower with sample signatures for
each such authorized Person and (C) contact information for at least two individuals at the Borrower who can be contacted with
respect to such request. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:15 p.m. New York City time on the date of any proposed Swing Line Borrowing
in Dollars or prior to 1:00 p.m. London time on the date of any proposed Swing Line Borrowing in Euros (A) directing such Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of
Section 2.04(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, such Swing Line Lender will, not later than 3:00 p.m. New York City time on
the borrowing date specified in such Swing Line Loan Notice in the case of Swing Line Loans denominated in Dollars and 2:00 p.m.
London time on the borrowing date specified in such Swing Line Loan Notice in the case of Swing Line Loans denominated in Euros,
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 such Swing Line Lender in Same Day Funds.


 






    	 	46	 



     


    

 


(c)          
Refinancing of Swing Line Loans.


 


(i)               
Any Swing Line Lender at any time in its sole
and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes each Swing Line Lender to so
request on its behalf), that each other Lender having a commitment under the Company Sublimit at the time of such request make
a Base Rate Committed Loan under the Company Sublimit for Swing Line Loans denominated in Dollars or a Eurocurrency Rate Loan
under the Company Sublimit for Swing Line Loans denominated in Euros, in each case in an amount equal to such Lender’s Applicable
Percentage of the Company Sublimit of the amount of Swing Line Loans made by such Swing Line Lender and 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 Committed Loans or Eurocurrency Rate Loans, but subject to the unutilized portion of the Company
Sublimit and the conditions set forth in Section 4.02. The applicable 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 applicable
Lender shall make an amount equal to its Applicable Percentage of the Company Sublimit 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 Collateral available
with respect to the applicable Swing Line Loan) for the account of such Swing Line Lender at the applicable Administrative Agent’s
Office not later than 1:00 p.m. New York City time on the day specified in such Committed Loan Notice for Base Rate Committed
Loans denominated in Dollars and 1:00 p.m. London time on the dateday
specified in such Committed Loan Notice
for Eurocurrency Rate Loans denominated in Euros, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes
funds available shall be deemed to have made a Base Rate Committed Loan or Eurocurrency Rate Loan, as applicable, under the Company
Sublimit to the Company in such amount. The Administrative Agent shall remit the funds so received to such Swing Line Lender.


 


(ii)              
If for any reason any Swing Line Loan cannot
be refinanced by such a Committed Borrowing under the Company Sublimit in accordance with Section 2.04(c)(i), the request
for Base Rate Committed Loans or Eurocurrency Rate Loans submitted by the applicable Swing Line Lender as set forth herein shall
be deemed to be a request by such Swing Line Lender that each applicable Lender fund its risk participation in the relevant Swing
Line Loan and each applicable Lender’s payment to the Administrative Agent for the account of such Swing Line Lender pursuant
to Section 2.04(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 applicable Swing Line Lender any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), such 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 such
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 such Swing Line Lender in connection with the foregoing. If such Lender pays
such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan under
the Company Sublimit included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as
the case may be. A certificate of such 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 under the Company Sublimit or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(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 any 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 under the Company Sublimit pursuant to this Section 2.04(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.


 






    	 	47	 



     


    

 


(d)         
Repayment of Participations.


 





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


 


(ii)             
If any payment received by the applicable Swing
Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by such Swing Line Lender under
any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such Swing Line
Lender in its discretion), each applicable Lender shall pay to such Swing Line Lender its Applicable Percentage of the Company
Sublimit of such amount required to be returned 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 such 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.


 


(e)         
Interest for Account of Swing Line Lenders.
Each Swing Line Lender shall be responsible for invoicing the Company for interest on the Swing Line Loans made by such Swing
Line Lender to the Company. Until each applicable Lender funds its Base Rate Committed Loan, Eurocurrency Rate Loan or risk participation
pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of the Company Sublimit of any Swing
Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the applicable 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 applicable Swing
Line Lender and with any repayment of a Swing Line Loan to be allocated ratably among the Swing Line Lenders thereof based on
the portion of such Swing Line Loan made by each applicable Swing Line Lender.


 


2.05       
Prepayments.


 


(a)         
Each Borrower may, upon notice from the Company
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 received by the Administrative Agent not later than 11:00 a.m. (A) three
Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) three Business Days (or four
Business Days, in the case of Yen, or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies)
prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment
of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount
of $10,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated
in Alternative Currencies shall be in a minimum principal amount of (A) with respect to Eurocurrency Rate Loans denominated in
Sterling, £7,000,000 or a whole multiple of £500,000 in excess thereof, (B) with respect to Eurocurrency Rate Loans
denominated in Euros, €10,000,000 or a whole multiple of €1,000,000 in excess thereof, (C) with respect to Eurocurrency
Rate Loans denominated in Yen, ¥1,000,000,000 or a whole multiple of ¥100,000,000 in excess thereof, and (D) with respect
to Eurocurrency Rate Loans denominated in any other Alternative Currency, the Alternative Currency Equivalent of $10,000,000 or
a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal
amount of $1,000,000 or a whole multiple of $1,000,000 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and subject to Section
3.05, any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including
the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written 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 ratable portion
of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Company, the applicable
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 Eurocurrency 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 2.18, each such prepayment shall
be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.


 






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(b)          
The Company may, upon notice to the applicable
Swing Line Lenders (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 with any such prepayment to be allocated ratably among the Swing Line Lenders
thereof based on the portion of such Swing Line Loan made by each applicable Swing Line Lender; provided that (i) such
notice must be received by such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on
the date of the prepayment in the case of Swing Line Loans denominated in Dollars and 12:00 Noon London time on the date of the
prepayment in the case of Swing Line Loans denominated in Euros, and (ii) any such prepayment shall be in a minimum principal
amount of $100,000 or €100,000, as applicable (or, if less, the entire principal amount thereof then outstanding). 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 the Administrative Agent notifies the Company
at any time that the Total Outstandings at such time exceed an amount equal to 102% of the Aggregate Commitments then in effect,
then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize
the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount
not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that the Company shall not be
required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full
of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time
and from time to time after the initial deposit of such cash collateral, request that additional cash collateral be provided in
order to protect against the results of further exchange rate fluctuations.


 


(d)          
If the Administrative Agent notifies the Company
at any time that the Outstanding Amount of all Loans to the Company and any Designated Borrower outstanding under the Designated
Borrower Sublimit of such Designated Borrower at such time exceeds an amount equal to such Designated Borrower Sublimit then in
effect, then, within two Business Days after receipt of such notice, the Company or the relevant Designated Borrower, as applicable,
shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount
not to exceed the Designated Borrower Sublimit then in effect with respect to such Designated Borrower.


 


(e)          
If the Administrative Agent notifies the Company
at any time that the Outstanding Amount of all Loans and L/C Obligations outstanding under the Company Sublimit at such time exceeds
an amount equal to the Company Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company
shall prepay Loans and/or Cash Collateralize L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount
as of such date of payment to an amount not to exceed the Company Sublimit then in effect.


 






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2.06      
Termination or Reduction of Commitments.
The Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or from time to time permanently
reduce the Aggregate Commitments; provided that (a) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. fivethree
Business Days prior to the date of
termination or reduction (or such shorter period of time as the Administrative Agent may determine), (b) 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, (c) any such notice may
state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness
of other credit facilities), in which case such notice may, subject to Section 3.05, be revoked by the Borrower (by written notice
to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (d) any such partial
reduction shall be applied to reduce each Sublimit then in effect in a manner that will allow such reduction of the Aggregate
Commitments to be applied pro rata across the Commitments of all the Lenders according to their Applicable Percentages with respect
to the Aggregate Commitments, as determined by the Company in consultation with the Administrative Agent, (e) the Company 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 (f) if, after giving effect to any reduction of the Aggregate
Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments or, if less,
the Company Sublimit, such 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 and of the amount of each
of the Sublimits after giving effect thereto. The amount of any such Aggregate Commitment reduction shall not reduce the Letter
of Credit Sublimit unless otherwise specified by the Company or unless required by proviso (e) of this Section. For the avoidance
of doubt and in connection with proviso (c) of this Section, any reduction of the Aggregate Commitments shall be applied to the
Commitment of each Lender according to its Applicable Percentage with respect to the Aggregate Commitments (and not with respect
to any Designated Borrower Sublimit). All fees accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the effective date of such termination.


 


2.07       
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 Business Days after such Loan is made and (ii) the Maturity Date.


 


2.08       
Interest.


 


(a)          
Subject to the provisions of subsection (b) below,
(i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a
rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate for Eurocurrency Rate Loans; (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 for Base Rate Loans; (iii) each Swing Line Loan denominated
in Dollars 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 for Base Rate Loans; and (iv) each Swing Line Loan denominated in Euros shall
bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Euro
Swing Line Rate plus the Applicable Rate for Eurocurrency Rate Loans.


 


(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.


 






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(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)            
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.


 


(d)          
For the purposes of the Interest Act (Canada),
(i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”)
that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate
shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar
year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest
shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal
rates and not effective rates or yields.


 


2.09       
Fees.
In addition to certain fees described in subsections (h) and (i) of Section 2.03:


 


(a)          
Facility Fee. The Company shall pay to
the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee, in Dollars,
equal to the Applicable Rate for facility fees times the actual daily amount of the Aggregate Commitments (or, if the Aggregate
Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless
of usage, subject to adjustment as provided in Section 2.18. The facility fee shall accrue at all times during the Availability
Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any
time during which one or more of the conditions in Article IV are 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 (and, if applicable, thereafter on demand). The facility fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate for facility fees during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate for facility fees separately for each period during such quarter
that such Applicable Rate for facility fees was in effect.


 


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


 


2.10       
Computation of Interest and Fees.
All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency 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 2.12(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.


 






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2.11       
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.


 


(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 Letters of Credit and 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.


 


2.12       
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.


 






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(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 Eurocurrency 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 or the applicable L/C Issuer hereunder that such Borrower will
not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or such L/C Issuer, as the case may be, the amount
due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the applicable L/C Issuer,
as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender or such L/C Issuer, 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.


 






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(d)          
Obligations of Lenders Several. The obligations
of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make
payments pursuant to Section 10.04(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 10.04(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 10.04(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.


 


2.13       
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 L/C Obligations or 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 (including giving effect to applicable
Sublimits), 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 L/C Obligations and 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 (A) any payment made by or on behalf of a 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), (B) the application of Cash Collateral
provided for in Section 2.17, or (C) 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 L/C Obligations or Swing Line Loans to any assignee or participant,
other than any 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.
Nothing in this Section 2.13 shall expand the Obligations of any Designated Borrower that is an Eligible Foreign Subsidiary,
which shall be limited as provided in Section 2.14(b).


 






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2.14       
Designated Borrowers.


 


(a)          
Designated Borrower Joinder Agreement; Designated
Borrower Notice.


 


(i)               
The Company may at any time, upon not less than
15 Business Days’ notice from the Company to the Administrative Agent, designate any Domestic Subsidiary or any Eligible
Foreign Subsidiary of the Company (an “Applicant Borrower”) as a “Designated Borrower” to receive
Committed Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each
Lender) a duly executed agreement in substantially the form of Exhibit G (a “Designated Borrower Joinder Agreement”)
and setting out the proposed Designated Borrower Sublimit with respect to such Designated Borrower; provided that (x) there
shall be no more than ten Designated Borrowers designated hereunder at any time, (y) after giving effect to such Designated Borrower
and its Designated Borrower Sublimit and any repayment of Loans by the Company made prior to the effectiveness of such Designated
Borrower, the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit
then in effect, and (z) after giving effect to such Designated Borrower and its Designated Borrower Sublimit, the aggregate amount
of the Designated Borrower Sublimits shall not exceed the Aggregate Commitments less the Outstanding Amount of all Loans
and L/C Obligations under the Company Sublimit at such time. Within ten Business Days of receipt of such Designated Borrower Joinder
Agreement, (A) each Lender that is not legally able through its Lending Office to lend to such Designated Borrower (as to such
Designated Borrower, each a “Non-Participating Lender”) shall provide written notice of such fact to the Administrative
Agent, and (B) each Lender that is legally able through its Lending Office to lend to such Designated Borrower (as to such Designated
Borrower, each a “Participating Lender”) shall provide written notice of such fact to the Administrative Agent.


 


(ii)              
The parties hereto acknowledge and agree that
prior to any Applicant Borrower becoming entitled to utilize the credit facility provided for herein, the Administrative Agent
and the Participating Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, information
required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations
(including the Patriot Act) and other documents or information, in form, content and scope reasonably satisfactory to the Administrative
Agent, as may be required by the Administrative Agent or the Designated Lenders in their reasonable discretion (but which in no
event shall be more onerous, taken as a whole, to the Company or any of its Subsidiaries than the equivalent documents delivered
by the Company in Article IV hereof, except as necessary to comply with the equivalent conditions under the applicable law of
the jurisdiction of such Designated Borrower), and Notes signed by such Applicant Borrower to the extent any Participating Lenders
so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other
documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit H (a “Designated
Borrower Notice”) to the Company and each Participating Lender specifying the effective date upon which the Applicant
Borrower shall constitute a “Designated Borrower” for purposes hereof, whereupon each Participating Lender agrees
to permit such Designated Borrower to receive Committed Loans hereunder, on the terms and conditions set forth herein, and each
Participating Lender and the Administrative Agent agree that such Designated Borrower otherwise shall be a “Borrower”
for all purposes of this Agreement. Notwithstanding the foregoing, in the event that any Participating Lender is entitled to indemnification
for Indemnified Taxes relating to the deduction or withholding of any Tax from any payment made by a Designated Borrower to such
Participating Lender pursuant to Section 3.01, the Company may, upon notice to such Participating Lender and the Administrative
Agent, exclude such Participating Lender from the group of Participating Lenders entitled to make Committed Loans to such Designated
Borrower (such group with respect to such Designated Borrower, the “Designated Lenders”).


 


(iii)            
After determination of the Designated Lenders
with respect to any Designated Borrower Sublimit, the Administrative Agent shall allocate the commitments of such Designated Lenders
to such Designated Borrower Sublimit ratably with respect to the Commitments of such Designated Lenders to the extent possible,
but taking into account the amount of the Commitments of each such Designated Lender not otherwise allocated to other Designated
Borrower Sublimits. The Administrative Agent shall, promptly after receipt of all information necessary therefor as reasonably
determined by the Administrative Agent, provide notice to the Company and the Lenders of the allocations of each Designated Borrower
Sublimit. Notwithstanding the foregoing or anything to the contrary in this Section 2.14, in no event shall the aggregate
amount of the commitment of any Lender allocated to all Sublimits exceed the Commitment of such Lender.


 






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(iv)             
In order to comply with the provisions of this
Section 2.14(a), or for any other reason, the Company may, by at least five Business Days advance notice to the Administrative
Agent, from time to time reduce the size of any particular Designated Borrower Sublimit, so long as the Outstanding Amount of
all Committed Loans to the Company and the relevant Designated Borrower under such Designated Borrower Sublimit does not exceed
the reduced amount of such Designated Borrower Sublimit, after giving effect to any repayment of Committed Loans made in connection
therewith. Upon any such reduction, (A) the Administrative Agent shall reallocate the commitments of each Designated Lender under
such Designated Borrower Sublimit to the Company Sublimit and (B) in connection with such reallocation, the Company Sublimit shall
increase, which may then be utilized to provide a new Designated Borrower Sublimit for another Designated Borrower in compliance
with this Section 2.14. In addition, the Company may, by at least five Business Days advance notice to the Administrative
Agent, from time to time increase the size of any particular Designated Borrower Sublimit, so long as the Administrative Agent
has confirmed with the Designated Lenders with respect to such Designated Borrower Sublimit that such Designated Lenders are willing
to provide, and have available unutilized Commitments sufficient to effectuate, such increase. In connection with any such increase,
the Administrative Agent shall make necessary allocations of the unutilized Commitments of each Designated Lender to such Designated
Borrower Sublimit, on a pro rata basis to the extent possible, but otherwise in a manner in the Administrative Agent’s reasonable
discretion, and each such Designated Lender’s commitment to the Company Sublimit (or, if another Designated Borrower Sublimit
is being reduced simultaneously therewith, to such Designated Borrower Sublimit) shall be accordingly reduced, all as reasonably
determined by the Administrative Agent. The Administrative Agent shall provide notice to the Company and the Lenders of all adjustments
to any Sublimit made pursuant to this subsection (v) one Business Day prior to the effectiveness of such adjustments. Notwithstanding
this subsection (v), any reduction of the Aggregate Commitments pursuant to Section 2.06 shall be applied to the Sublimits
as provided in such Section 2.06.


 


(v)              
The Designated Borrower Sublimit of any Designated
Borrower shall be composed solely of the commitments of the Designated Lenders providing Committed Loans to such Designated Borrower,
with allocations being determined by the Administrative Agent as provided herein. Committed Loans may be made under a Designated
Borrower Sublimit to either the Company or the Designated Borrower to which such Designated Borrower Sublimit applies, and shall
only be made by the Designated Lenders participating in such Designated Borrower Sublimit, based on the Applicable Percentage
of such Designated Lenders with respect to such Designated Borrower Sublimit.


 


(vi)             
No Committed Loan Notice or Letter of Credit
Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after the later
of (A) the effective date set forth in such Designated Borrower Notice and (B) the date after which the Administrative Agent
has provided notice of the allocations to such Designated Borrower Sublimit to the Company and the Lenders.


 


(vii)            
For the avoidance of doubt, in the event any
Lender is a Non-Participating Lender or any Participating Lender is not a Designated Lender, (A) no such Non-Participating Lender
or Participating Lender that is not a Designated Lender shall constitute a Lender under the Designated Borrower Sublimit of such
Designated Borrower, (B) there shall be no reduction in the Aggregate Commitments, (C) no Designated Lender shall be required
to increase its Commitment, and (D) Committed Loans to the Company or any Designated Borrower under a Designated Borrower Sublimit
shall be made only by the Lenders that have provided a commitment to the Designated Borrower Sublimit under which such Committed
Loans are being made.


 






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(b)        
 The Obligations of the
Company and all Designated Borrowers that are Domestic Subsidiaries (other than with respect to the Borrowers, any Swap Obligations
of the Borrower that would be Excluded Swap Obligations of such Borrower if such Borrower’s joint and several liability
with respect to such Swap Obligations were treated as a Guarantee for purposes of the definition of “Excluded Swap Obligation”)
shall be joint and several in nature. The Designated Borrowers that are Eligible Foreign Subsidiaries shall be liable solely for
the Obligations directly incurred by such Designated Borrower and shall not be responsible for the Obligations of the Company
or any Domestic Subsidiary. The Obligations of the Designated Borrowers that are Eligible Foreign Subsidiaries shall be guaranteed
by the Company pursuant to the terms of the Company Guaranty.


 


(c)          
Each Subsidiary of the Company that is or becomes
a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Committed 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.


 


(d)          
The Company may from time to time, upon not less
than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the
Administrative Agent in its reasonable discretion), terminate a Designated Borrower’s status as such; provided that
there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account
of any Loans made to it, as of the effective date of such termination. If after such termination any Loans remain outstanding
to the Company under the Designated Borrower Sublimit applicable to such Designated Borrower, such Loans may remain outstanding
under such Designated Borrower Sublimit, or the Company may repay all such Loans and terminate such Designated Borrower Sublimit,
reallocating the amount of such Designated Borrower Sublimit to the Company Sublimit and reallocating the commitments of the Designated
Lenders under such Designated Borrower Sublimit to the Company Sublimit in accordance with this Section 2.14. The Administrative
Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.


 


(e)          
Each Lender may, at its option, make any Committed
Loans available to the Designated Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such
Committed Loans; provided that any exercise of such option (i) shall not affect the obligation of such Lender to make Committed
Loans or the obligation of the Designated Borrower to repay such Committed Loans in accordance with the terms of this Agreement
and (ii) shall not result in any increased cost or expense to the Company or the Designated Borrower.


 


2.15       
Extension of Maturity Date.


 


(a)          
Requests for Extension. The Company may,
by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 days and not later than 35 days
prior to (i) the first anniversary of the Closing Date (the “First Extension Date”) and (ii) the second anniversary
of the Closing Date (the “Second Extension Date” and, with the First Extension Date, each an “Extension
Date”), request that each Lender extend such Lender’s Maturity Date for an additional 365 days from the Maturity
Date then in effect hereunder (the “Existing Maturity Date”).


 






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(b)         
 Lender Elections to Extend. Each Lender,
acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 40 days prior
to the applicable Extension Date and not later than the date (the “Notice Date”) that is 20 days prior to the
applicable Extension Date, advise the Administrative Agent whether or not such Lender agrees to such extension. Each Lender that
determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent
of such fact promptly after such determination (but in any event no later than the Notice Date), and any Lender that does not
so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of
any Lender to agree to such extension shall not obligate any other Lender to so agree.


 


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


 


(d)         
Additional Commitment Lenders. The Company
shall have the right on or before the applicable Extension Date to replace the Commitments of any Non-Extending Lenders, and add
as “Lenders” under this Agreement, one or more Eligible Assignees (each, an “Additional Commitment Lender”)
as provided in Section 10.13, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption
pursuant to which such Additional Commitment Lender shall, effective as of the applicable Extension Date, undertake a Commitment
(and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s
Commitment hereunder on such date).


 


(e)          
Minimum Extension Requirement. If (and
only if) the total of the Commitments of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending
Lender”) and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate
amount of the Commitments in effect immediately prior to the applicable Extension Date, then, effective as of such Extension Date,
the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling 365
days after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall
be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender”
for all purposes of this Agreement; provided, however, that there shall be no change in the Maturity Date of any
Non-Extending Lender.


 


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


 


(i)                
no Default exists on the date of such extension
and after giving effect thereto;


 


(ii)              
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 applicable Extension Date (provided
that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect”
or similar language shall be true and correct (after giving effect to any qualification therein) in all respects),
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier datein
all material respects as of such earlier date (provided that any representation and warranty that is qualified as to “materiality,”
 “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification
therein) in all respects as of such earlier date),
and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and
(b) 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; and


 






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(iii)             
on the Maturity Date of each Non-Extending Lender,
the Borrowers shall prepay Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section
3.05) to the extent necessary to repay, nonratably, the Committed Loans of all Non-Extending Lenders and the Applicable Percentages
of the remaining Lenders shall be revised effective as of such date.


 


(g)         
Conflicting Provisions. This Section shall
supersede any provisions in Section 2.13 or 10.01 to the contrary.


 


2.16       
Increase in Commitments.


 


(a)         
Request for Increase. Provided no Default
exists, 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 amount (for all such requests) not exceeding $500,000,000; provided that
any such request for an increase shall be in a minimum amount of $10,000,000 or any whole multiple of $10,000,000 in excess thereof.
No Lender shall be required to increase its Commitment as a result of any such request and only the Lenders who agree to increase
their respective Commitments shall be required to consent to such request. At the time of sending such notice, the Company (in
consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).


 


(b)         
Lender Elections to Increase. Each Lender
shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so,
whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase its Commitment.


 


(c)         
Notification by Administrative Agent; Additional
Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request
made hereunder. Subject to the approval of the Administrative Agent, the L/C Issuers and the Swing Line Lenders (which approvals
shall not be unreasonably withheld), the Company may also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. The Company shall not be required
to include any Lenders in the increased Commitments and may, at its election, assemble the increased Commitments from Lenders,
additional Eligible Assignees or both.


 


(d)        
Increase 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.


 


(e)         
Conditions to Effectiveness of Increase.
As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party
dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party
(i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in
the case of the Company, 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 on and as of the Increase Effective Date, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and
correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties
contained in subsections (a) and (b) 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, and (B) no Default exists. The Loan Parties 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.


 






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(f)           
Conflicting Provisions. This Section shall
supersede any provisions in Section 2.13 or 10.01 to the contrary. No increase pursuant to Section 2.16(a)
shall increase the Letter of Credit Sublimit or the Swing Line Sublimit without the written consent of each L/C Issuer or each
Swing Line Lender, as applicable (and no Swing Line Lender Sublimit of a Swing Line Lender or L/C Issuer Sublimit of an L/C Issuer
shall be increased without such Swing Line Lender’s or L/C Issuer’s written consent, as applicable).


 


2.17       
Cash Collateral.


 


(a)          
Certain Credit Support Events. If (i)
an L/C Issuer has honored any full or partial drawing request under any Letter of Credit or paid a Bankers Acceptance and such
drawing or payment has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any
reason remains outstanding, (iii) any Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c),
or (iv) there shall exist a Defaulting Lender, the Company shall immediately (in the case of clause (iii) above) or within
three Business Days (in all other cases) following any request by the Administrative Agent or the applicable L/C Issuer, provide
Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral
provided pursuant to clause (iv) above, after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided
by the Defaulting Lender). The Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral,
request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.


 


(b)          
Grant of Security Interest. As security
for the obligations to which such Cash Collateral may be applied pursuant to Section 2.17(c), (i) upon providing any such
Cash Collateral, the Company shall grant (and shall subject to the control of) the Administrative Agent, for the benefit of the
Administrative Agent, each L/C Issuer and the Lenders (and shall enter into documentation reasonably satisfactory to the Administrative
Agent for such purpose), and shall thereafter maintain, a first priority security interest in all such cash, deposit accounts
and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing,
and (ii) to the extent provided by any Defaulting Lender, such Defaulting Lender hereby grants to (and subjects to the control
of) the Administrative Agent, for the benefit of the Administrative Agent, each L/C Issuer and the Lenders, and agrees to maintain,
a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided
as collateral pursuant hereto, and in all proceeds of the foregoing. If at any time the Administrative Agent determines that Cash
Collateral is subject to any right or claim of any Person other than the Administrative Agent or each L/C Issuer as herein provided,
or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Company will, promptly upon demand
by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Company shall pay on demand therefor from
time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance
and disbursement of Cash Collateral.


 






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(c)         
 Application. Notwithstanding anything
to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17 or Sections 2.03,
2.04, 2.05, 2.18 or 8.02 in respect of Letters of Credit or Bankers’ Acceptances shall be held
and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to
Cash Collateral provided by a Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations
for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for
herein.


 


(d)         
Release. Cash Collateral (or the appropriate
portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i)
the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of
Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi)))
or (ii) the determination by the Administrative Agent and the applicable L/C Issuer that there exists excess Cash Collateral;
provided, however, (x) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral
shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 


2.18       
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 10.01.


 


(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 10.08 shall be applied at such time or times as may be reasonably determined by
the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer
or Swing Line Lender hereunder; third, to Cash Collateralize each L/C Issuer’s Fronting Exposure with respect to
such Defaulting Lender in accordance with Section 2.17; fourth, as the applicable Borrower may request (so long
as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to
fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined
by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans to such Borrower under this Agreement and
(y) Cash Collateralize each L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to
future Letters of Credit issued under this Agreement, in accordance with Section 2.17; sixth, to the payment of
any amounts owing to the other Lenders and each L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained
by any Lender or any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; seventh, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court
of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender's breach
of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in
respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related
Letters of Credit were issued or Bankers’ Acceptances created at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by
the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.18(a)(iv). Notwithstanding
the foregoing, no amounts received from the Company shall be applied to Excluded Swap Obligations of the Company. Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting
Lender or to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto.


 






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(iii)        
Certain Fees.


 


(A)             
Each Defaulting Lender shall be entitled to receive
fees payable under Sections 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable
to the sum of (1) the outstanding principal amount of the Committed Loans funded by it, and (2) its Applicable Percentage of the
Company Sublimit of the stated amount of Letters of Credit or Bankers’ Acceptances for which it has provided Cash Collateral
pursuant to Section 2.17.


 


(B)             
Each Defaulting Lender shall be entitled to receive
Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable
Percentage of the Company Sublimit of the stated amount of Letters of Credit or Bankers’ Acceptances for which it has provided
Cash Collateral pursuant to Section 2.17.


 


(C)             
With respect to any fee payable under Section
2.09(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B)
above, the Company shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting
Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated
to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the applicable L/C Issuer and Swing Line Lender,
as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s
or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount
of any such fee.


 


(iv)       
Reallocation of Applicable Percentages to
Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line
Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages of the
Company Sublimit (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the
conditions set forth in Section 4.02 are satisfied at the time of such reallocation, or are subsequently satisfied, in
which event such reallocation shall occur when such conditions are satisfied (and, unless the Company shall have otherwise notified
the Administrative Agent at the time of reallocation, the Company shall be deemed to have represented and warranted that such
conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Credit Exposure of any Non-Defaulting
Lender to exceed such Non-Defaulting Lender’s Commitment. 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.


 






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(v)          
Cash Collateral, 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, (x) first, prepay Swing Line Loans in an amount
equal to the applicable Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize each L/C Issuers’
Fronting Exposure in accordance with the procedures set forth in Section 2.17.


 


(b)         
Defaulting Lender Cure. If the Company,
the Administrative Agent, each Swing Line Lender and each L/C Issuer 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 (which may include arrangements with respect to any Cash Collateral), that Lender
will, to the extent applicable, purchase at par that portion of outstanding Committed 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 Letters of Credit and 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 2.18(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 any Borrower
while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly
agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any
claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


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 a Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or
withholding for any Indemnified Taxes, provided that if any applicable Law shall require the deduction or withholding of
any Tax from any such payment, then such Tax shall be withheld or deducted in accordance with such Law as determined in the good
faith discretion of such Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation
to be delivered pursuant to Section 3.01(f) 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 Section 3.01(f) 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 such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions
with respect to Indemnified Taxes (including deductions applicable to additional sums payable under this Section 3.01)
the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received
had no such withholding or deduction been made. During any period in which the Administrative Agent is not a U.S. Person, the
withholding, deduction and payment over of Taxes as provided in clauses (A) and (B) immediately above shall be made by the appropriate
Loan Party or the Administrative Agent (rather than exclusively by the Administrative Agent).


 






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(iii)        
 If any Loan Party or the Administrative Agent
shall be required by any applicable Law 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 Law, 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 Section 3.01(f) below, (B) such Loan Party
or the Administrative Agent, to the extent required by such Law, shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with such Law, and (C) to the extent that the withholding or deduction is made on
account of Indemnified Taxes, the sum payable by such Loan Party shall be increased as necessary so that after any required withholding
or the making of all required deductions with respect to Indemnified Taxes (including deductions applicable to additional sums
payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, 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, each Loan Party shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Law.


 


(c)         
Indemnification by the Loan Parties. Each
of the Company and the Designated Borrowers shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C
Issuer within ten 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) paid by the Administrative Agent, such Lender or such L/C
Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of a Loan Party hereunder or
any other Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable
detail the amount of such payment or liability and the reasons thereof delivered to the Company by a Lender or an L/C Issuer (with
a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer,
shall be conclusive absent manifest error. Each of the Company and the Designated Borrowers shall, and does hereby, jointly and
severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor,
for any amount which a Lender or L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant
to Section 3.01(e) below. Upon making such payment to the Administrative Agent, the applicable Borrower shall be subrogated
to the rights of the Administrative Agent pursuant to Section 3.01(e) below against the applicable defaulting Lender or
L/C Issuer (other than the right of set off pursuant to the last sentence of Section 3.01(e)). The indemnity obligations
pursuant to this Section 3.01(c) shall be (A) joint and several among the Company and the Designated Borrowers that are
U.S. Persons and (B) several among the Designated Borrowers that are not U.S. Persons, and the indemnity obligations of any Foreign
Obligor shall be limited to Indemnified Taxes attributable to such Foreign Obligor.


 


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


 






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(e)         
Indemnification by the Lenders. Each Lender
and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after
demand therefor, (i) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but
only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without
limiting the obligation of the Loan Parties to do so), (ii) the Administrative Agent and the Loan Parties, as applicable, against
any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the
maintenance of a Participant Register and (iii) the Administrative Agent and the Loan Parties, as applicable, against any Excluded
Taxes attributable to such Lender or such L/C Issuer, in each case, 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 or the Company shall be conclusive absent
manifest error. Each Lender and L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against
any amount due to the Administrative Agent under this subsection (e).


 


(f)          
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 required by applicable Law or when reasonably requested by the Company or the Administrative Agent,
such properly completed and executed documentation prescribed by applicable Law or 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, as required by applicable Law or if reasonably requested by the Company or the Administrative Agent, shall deliver
such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will
enable the Company or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to withholding
or deduction of Taxes 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(f)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender.


 


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


 


(A)        
any Lender that is a U.S. Person shall deliver
to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement
(and from time to time thereafter as required by applicable Law or upon the reasonable request of such Borrower or the Administrative
Agent), executed originals of IRS Form W-9 (or applicable successor form) certifying that such Lender is exempt from United States
federal backup withholding tax;


 


(B)        
any Foreign Lender shall, to the extent it is
legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter as required by applicable Law or upon the reasonable request of such Borrower 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 originals of IRS Form W-8BEN or W-8BEN-E (or, in either case, an applicable successor form), as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of
such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E (or,
in either case, an applicable successor form), 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;


 






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(II)              
executed originals of IRS Form W-8ECI or W-8EXP
(or, in either case, applicable successor form);


 


(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
of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or
a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (or, in either case, an applicable successor
form), as applicable; or


 


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


 


(C)        
any Foreign Lender shall, to the extent it is
legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter as required by applicable Law or upon the reasonable request of the Company or the Administrative Agent), executed
originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


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


 






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(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
promptly notify the Company and the Administrative Agent and update such form or certification or promptly notify the Company
and the Administrative Agent in writing of its legal inability to do so. Each Lender shall promptly (A) notify the Company and
the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction,
and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may
be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any
jurisdiction that any Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to
such Lender.


 


(g)         
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 L/C Issuer, or have any obligation to pay to any Lender or L/C Issuer, any refund of Taxes withheld or deducted from
funds paid for the account of such Lender or L/C Issuer, as the case may be. 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 (or benefit equivalent to a refund
in the form of an offset or prepayment of such Taxes due for future periods), it shall pay to such Loan Party an amount equal
to such refund or equivalent offset or Tax prepayment (but only to the extent of indemnity payments made, or additional amounts
paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses and net of any loss or gain realized in the conversion of such funds from or to another currency (including Taxes) incurred
by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund or equivalent offset or Tax prepayment), provided that such 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 or equivalent offset or Tax
prepayment to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (g), 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 indemnification payments
or additional amounts giving rise to such refund or equivalent offset or Tax prepayment 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 such Loan Party or any other Person.


 


(h)         
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 or L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge
of all other Obligations.


 






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3.02       
Illegality.
If any Law has made it unlawful, or any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurocurrency Rate (whether denominated
in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency 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 make or continue Eurocurrency Rate Loans in Dollars or to convert
Base Rate Loans to Eurocurrency 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 Eurocurrency 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 Eurocurrency 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) if such Lender shall so request (with a copy to the Administrative Agent), the Company shall, or shall
cause the applicable Designated Borrower to, either (at the Company’s election) (i) prepay all such Eurocurrency Rate Loans
of such Lender either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency
Rate Loans to such day, or immediately (but
without the requirement to make any payment pursuant to Section 3.05),
if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans or (ii)(A) in the case of Dollar denominated
Eurocurrency Rate Loans, convert all such Eurocurrency 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 Eurocurrency Rate component of the Base Rate) or (B) in the case of Loans denominated in an Alternative Currency,
permit the Administrative Agent to maintain such Loans at a customary rate for such borrowings determined in good faith by the
Administrative Agent (which rate, in any event, shall not be less than zero), and (y) if such notice asserts the illegality of
such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the
period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency 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 Eurocurrency Rate. Upon any such prepayment or conversion, the applicable Borrower shall
also pay accrued interest on the amount so prepaid or converted.


 


3.03       
Inability to Determine Rates.
If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof (a) the Administrative
Agent determines that (i) 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 Eurocurrency Rate Loan, or (ii)
adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect
to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing
or proposed Base Rate Loan (in each case with respect to clause (a) above, the “Impacted Loans”), or (b) the
Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period
with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such
Eurocurrency 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 Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, (to the
extent of the affected Eurocurrency Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding
sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component
in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency
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.


 






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Notwithstanding
the foregoing, if the Administrative Agent or the Required Lenders have made the determination described in this section, the
Administrative Agent, in consultation with the Company and the Required Lenders, may (or at the Company’s request, shall)
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 section, (2) the Administrative Agent or the Required Lenders notify the
Administrative Agent and the Company 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 written notice thereof.


 


3.04       
Increased Costs; Reserves on Eurocurrency
Rate Loans.


 


(a)         
Increased Costs Generally. If any Change
in Law, after the date on which a Lender or L/C Issuer becomes a Lender or L/C Issuer hereunder, 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))
or any L/C Issuer;


 


(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;


 


(iii)         
[Intentionally Omitted]; or


 


(iv)        
impose on any Lender or any L/C Issuer or the
London interbank market any other material condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made
by such Lender or any Letter of Credit or participation therein;


 


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 Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to materially increase the cost to such
Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to materially reduce the amount of any sum received or receivable by such
Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or
such L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer,
as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for
such additional costs incurred or reduction suffered.


 


(b)         
Capital Requirements. If any Lender or
any L/C Issuer determines that any Change in Law, after the date on which a Lender or L/C Issuer becomes a Lender or L/C Issuer
hereunder, affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’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 or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s
holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations
in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level
below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies
of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy and liquidity requirements),
then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer,
as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s
or such L/C Issuer’s holding company for any such reduction suffered.


 






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(c)         
Certificates for Reimbursement. A certificate
of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer 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 (it
being understood and agreed that in no event shall any Lender make any determination or request set forth in subsection (a) or
(b) or deliver any such certificate in the event that such Lender is not generally making such determinations or requests and
delivering such certificates in the same manner in syndicated credit facilities to borrowers of similar creditworthiness to the
Company under which such Lender is a lender).
The Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be,
the amount shown as due on any such certificate within ten days after receipt thereof.


 


(d)         
Delay in Requests. Failure or delay on
the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not
constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that
no Borrower shall be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for
any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender or such L/C Issuer, as
the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
or such L/C Issuer’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 90-day period referred to above shall be extended to include the period of retroactive
effect thereof).


 


(e)          
Additional Reserve Requirements. The Company
shall pay (or cause the applicable Designated Borrower to pay) to each Lender (i) 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 Eurocurrency 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), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement
or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance
of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and
rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan
by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall
be due and payable on each date on which interest is payable on such Loan; provided the Company shall have received at
least ten days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender.
If a Lender fails to give notice ten days prior to the relevant Interest Payment Date, such additional interest or costs shall
be due and payable ten 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 reasonable and
invoiced loss, cost or expense incurred by it (in each case together with a reasonably detailed supporting calculation) 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 failure by any Borrower to make payment of
any Loan or drawing under any Letter of Credit or related Bankers’ Acceptance (or interest due thereon) denominated in an
Alternative Currency on its scheduled due date or any payment thereof in a different currency other than at the request of the
Administrative Agent, any Lender or any L/C Issuer; or


 


(d)         
any assignment of a Eurocurrency 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 10.13;


 


including
any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain
such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign
exchange contract, but excluding any loss of profits or margin. 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 Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such
Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for
a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.


 


3.06      
Mitigation Obligations; Replacement of
Lenders.


 


(a)         
Designation of a Different Lending Office.
If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any
Lender, any L/C Issuer or any Governmental Authority for the account of any Lender or L/C Issuer 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 or L/C Issuer
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 or L/C Issuer, 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 or L/C Issuer, as the case may be, to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Company hereby agrees
to pay (or to cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or L/C
Issuer in connection with any such designation or assignment.


 


(b)         
Replacement of Lenders. If any Lender
requests compensation under Section 3.04 or delivers a notice under Section 3.02, or if any Borrower is required
to pay any additional amount 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 10.13.


 






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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 of Closing.
The obligation of each L/C Issuer and each Lender to enter into this Agreement is subject to the satisfaction of the following
conditions precedent:


 


(a)         
The Administrative Agent’s receipt of the
following, each of which shall be originals or .pdf electronic transmissions (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the Company, 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:


 


(i)           
executed counterparts of this Agreement and the
Company Guaranty;


 


(ii)          
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 or Borrowing Officer thereof authorized to
act as a Responsible Officer or Borrowing Officer, as the case may be, in connection with this Agreement and the other Loan Documents
to which the Company is a party;


 


(iii)         
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 Delaware;


 


(iv)        
a favorable opinion of Wilmer Cutler Pickering
Hale and Dorr LLP, counsel to the Company, addressed to the Administrative Agent and each Lender, as to such matters concerning
the Company and the Loan Documents as the Administrative Agent may reasonably request; and


 


(v)          
a certificate signed by a Responsible Officer
of the Company certifying that (A) the representations and warranties of the Borrowers contained in Article V and each
Loan Party contained in each other Loan Document, or which are contained in any document furnished as of the Closing Date in connection
herewith or therewith, are true and correct in all material respects (or if qualified by materiality, in all respects) on and
as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they shall be true and correct in all material respects (or if qualified by materiality, in all respects) as of such
earlier date, and (B) no Default or Event of Default exists or would result from any Credit Extension or the application of the
proceeds thereof as of the Closing Date.


 


(b)         
The Administrative Agent’s receipt of the
Audited Financial Statements and the corresponding audited financial statements of the Company for the fiscal years ended December
31, 2014 and December 31, 2013 and the unaudited financial statements of the Company and its Subsidiaries dated April 2, 2016.


 






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(c)          
The Administrative Agent’s receipt of evidence
in form and substance reasonably satisfactory to the Administrative Agent that the Existing Credit Agreement and all commitments
thereunder have been or, concurrently with the Closing Date, are being terminated, all obligations thereunder have been paid in
full and all Liens, if any, securing obligations under the Existing Credit Agreement have been or, concurrently with the Closing
Date, are being released (and each Lender party to the Existing Credit Agreement acknowledges the receipt and effectiveness of
the Company’s notice of termination thereof and waives any prior notice requirement related thereto).


 


(d)          
The representations and warranties of the Company
contained in Article V or which are contained in any document furnished at any time on or prior to the Closing Date under
or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality, in
all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality, in
all respects) as of such earlier date. No Default shall exist as of the Closing Date.


 


(e)          
The Administrative Agent’s receipt of 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 Patriot Act, that has been reasonably requested by the Administrative
Agent on behalf of any Lender not less than ten Business Days prior to the Closing Date.


 


(f)           
The Lenders, the Administrative Agent and the
Arranger shall have received all fees required pursuant to the terms hereof to be paid, and all expenses for which invoices have
been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date, including fees and
expenses and other compensation contemplated by the Fee Letters. Without duplication of the foregoing, unless waived by the Administrative
Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such
counsel if requested by the Administrative Agent) to the extent invoiced at least three days prior to the Closing Date.


 


Without
limiting the generality of the provisions of Section 9.04, 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.


 


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 Eurocurrency Rate Loans) is subject to the following conditions
precedent:


 


(a)          
The representations and warranties of (i) the
Borrowers contained in Article V (excluding, however, Section 5.05(c) and Section 5.06) and (ii) each Loan
Party contained in each other Loan Document shall be true and correct in
all material respects on and as of
the date of such Credit Extension (provided
that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect”
or similar language shall be true and correct (after giving effect to any qualification therein) in all respects),
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall
be true and correct as of such earlier datein
all material respects as of such earlier date (provided that any representation and warranty that is qualified as to “materiality,”
 “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification
therein) in all respects as of such earlier date),
and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and
(b) 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.


 






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


 


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


 


(d)         
If the applicable Borrower is a Designated Borrower,
then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower and the determination
of the Designated Lenders and Designated Borrower Sublimit with respect to such Designated Borrower shall have been met to the
reasonable satisfaction of the Administrative Agent.


 


(e)          
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, the Required
Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any
Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated
in the relevant Alternative Currency.


 


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 Eurocurrency Rate Loans) submitted by the Company 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.


 


ARTICLE
V.



REPRESENTATIONS AND WARRANTIES


 


Each
Borrower represents and warrants to the Administrative Agent and the Lenders as of the Closing Date (except with respect to the
representations and warranties in Section 5.16 which are made by the Company and the applicable Foreign Obligor as of the
date set forth therein) and each other date such representations are made or deemed made pursuant to this Agreement and the other
Loan Documents that:


 


5.01       
Existence, Qualification and Power.
Each Loan Party and each Subsidiary thereof (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 andto
(i) own or lease its assets and carry on its business and (ii) in the case of the Company only, execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) has all
requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business
and (ii) in the case of each Loan Party only, execute, deliver and perform its obligations under the Loan Documents to which it
is a party, and (cd)
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 (a), (b)(i), (c)(i)
or (cd),
to the extent that failure to do so couldwould
not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 






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5.02       
Authorization; No Contravention.
The execution, delivery and performance by each Loan Party 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 Contractual Obligation binding on such Person or its assets,
or (ii) any material 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 in any material respect; except in each case referred to in clause (b) or (c),
to the extent that such conflict, breach, contravention, Lien, payment or violation couldwould
not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


5.03      
Governmental Authorization.
No approval, consent, exemption, authorization, or other material action by, or material notice to, or material filing with (other
than any SEC filing by the Company in compliance with the SEC disclosure obligations), any Governmental Authority is necessary
or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party 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 Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute,
a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance
with its terms, subject to applicable Debtor Relief Laws and general principles of equity, regardless of whether considered in
a proceeding in equity or at law.


 


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;
and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby and the Audited Financial Statements show, reflect or describe
all material indebtedness and other material contingent liabilities of the Company and its Subsidiaries as of the date thereof,
in each case, to the extent required to be reflected thereon pursuant to GAAP, including liabilities for taxes, material long
term commitments and Indebtedness other than those that are (A) not material to the Company and its Subsidiaries as a whole or
(B) are reflected in the Company’s most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed
with the SEC.


 


(b)         
The unaudited consolidated balance sheet of the
Company and its Subsidiaries dated April 2, 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 in all material respects
the financial condition of the Company and its Subsidiaries as of the date thereof and their 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 would reasonably be expected
to have a Material Adverse Effect.


 


5.06      
Litigation.
Except as specifically disclosed in the Company’s or the TargetQIAGEN
N.V.’s Annual Report on Form
10-K or
Form 20-F, respectively, and any other
filings with the SEC or
BaFin from time to time, there are
no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened, at law, in equity,
in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their
properties or revenues that either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.


 






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5.07       Ownership
of Property; Liens. Each of the Company and each Subsidiary has good record title
to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such
defects in title as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the
Company and its Subsidiaries is subject to no Lien, other than Liens permitted by Section
7.01.


 


5.08       Environmental
Compliance. Except as specifically disclosed in Schedule
5.08, the Company and its Subsidiaries are in compliance with all applicable Environmental Laws, except for
such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Except as specifically disclosed in Schedule 5.08, there are no pending written claims
alleging potential liability under or responsibility for violation of any Environmental Law against or with respect to the Company
and its Subsidiaries or their respective businesses, operations and properties, except such pending claims as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.09       Insurance.
Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, the properties
of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the
Company, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Company or the applicable Subsidiary operates.


 


5.10       Taxes.
Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, the Company
and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed (subject to
any applicable extensions), and have 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 which are due and payable, except 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.


 


5.11       ERISA
Compliance.


 


(a)       Except
as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (i) each Plan is in compliance in all
material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws; and (ii) each Plan that is
intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS or
an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Company,
nothing has occurred which would prevent, or cause the loss of, such qualification. 


 


(b)       Except
as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Company and each ERISA Affiliate
have made all required contributions to each Plan subject to Section 412 of the Code, no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan and no lien in
favor of the PBGC or a Plan has arisen.


 


(c)       There
are no pending or, to the knowledge of the Company, threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted, or to the knowledge of the Company,
could reasonably be expected to result in a Material Adverse Effect.


 






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(d)       Except
as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (i) no ERISA Event has occurred or is
reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Pension Plan or Multiemployer
Plan has been determined to be an at-risk plan or a plan in endangered or critical status, as applicable, within the meaning of
Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (iv) neither the Company nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (v) neither the Company nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (vi) neither the
Company nor any ERISA Affiliate has engaged in a transaction that would reasonably be expected to be subject to Section 4069 or
4212(c) of ERISA.


 


5.07       
5.12 Margin
Regulations; Investment Company Act.


 


(a)          
No part of the proceeds of any Credit Extension
will be used for any purpose that violates the provisions of Regulation U or any of the other Regulations of the FRB. If requested
by any Lender or the Administrative Agent, the Company will furnish to the Administrative Agent and each Lender a statement to
the forgoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation
U.


 


(b)         
Neither the Company nor any other Loan Party
is or is required to be registered as an “investment company” under the Investment Company Act of 1940.


 


5.08      
5.13 Disclosure.
No report, financial statement, certificate or other information furnished by or on behalf of any Loan Party to the Administrative
Agent or any Lender in connection with the transactions contemplated hereby or delivered hereunder or under any other Loan Document
(in each case, as modified or supplemented by other information so furnished,
and with respect to any of the foregoing relating to the Target, to the best of the Company’s knowledge),
taken as a whole, contains,
when furnished, any untrue statement
of material fact or omits,
when furnished, to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that, with respect to management projections or guidance or forward looking statements, the Company represents only that such
information was prepared in good faith based upon assumptions believed by
the preparer thereof to be reasonable
at the time, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed
as fact and that actual results during the period or periods covered by such financial information may differ from the projected
results set forth therein by a material amount.


 


5.14       Compliance
with Laws. Each Loan Party and each 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.


 


5.15       Taxpayer
Identification Number; Other Identifying Information. The true and correct U.S.
taxpayer identification number of the Company is set forth on Schedule 10.02.


 






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5.09      
 5.16 Representations
as to Foreign Obligors. On and after the date on which any Subsidiary
becomes a Foreign Obligor, each of the Company and each Foreign Obligor represents and warrants to the Administrative Agent and
the Lenders that:


 


(a)          
Such Foreign Obligor is subject to civil and
commercial Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively
as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance
by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts
and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of
any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect
of its obligations under the Applicable Foreign Obligor Documents.


 


(b)          
The Applicable Foreign Obligor Documents are
in proper legal form under the Laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement
thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability,
priority or admissibility in evidence of the Applicable Foreign Obligor Documents, except as may be limited by applicable Debtor
Relief Laws and general principles of equity, regardless of whether considered in a proceeding in equity or at law. It is not
necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor
Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before,
any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration
charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except
for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until
the Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been
timely paid.


 


(c)          
Other than those that, in the aggregate, could
not reasonably be expected to have a Material Adverse Effect, there is no tax, levy, impost, duty, fee, assessment or other governmental
charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign
Obligor is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents
or (ii) on any payment to be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except, in each
case, as has been disclosed to the Administrative Agent.


 


(d)          
The execution, delivery and performance of the
Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable foreign exchange control regulations
of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any notification or authorization
except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any
notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable).


 


5.10       
5.17 Sanctions
and Anti-Corruption. (a) The Company is not (i) currently the
subject of any Sanctions, or (ii) located, organized or residing in any Designated
Jurisdiction,
if such activity would be prohibited by Sanctions applicable to any Person organized in the United States or the United Kingdom.
No Company Related Party that is a Subsidiary of the Company is listed on the Sanctioned Persons Lists and no Company Related
Party that is a director or senior officer of the Company or a Company Related Party that is a Subsidiary of the Company is, to
the best knowledge of the Company, listed on the Sanctioned Persons Lists. The Company has implemented and maintains in effect
policies and procedures reasonably designed to effectuate compliance by the Company and all Company Related Parties with applicable
Sanctions. No proceeds from any Loan, has been or will be directly or, to the knowledge of the Company, indirectly, used by the
Company, or loaned, contributed, provided or otherwise made available by the Company, to fund any activity or business in any
Designated Jurisdiction or to fund any activity or business of or with any Person located, organized or residing in any Designated
Jurisdiction or who is the subject of any Sanctions, if such activity would be prohibited by Sanctions applicable to any Person
organized in the United States or the United Kingdom.


 






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(b)          
The Company has implemented and maintains in
effect policies and procedures reasonably designed to effectuate compliance by the Company and all Company Related Parties with
applicable Anti-Corruption Laws. No proceeds from any Loan, has been or will be, directly or, to the knowledge of the Company,
indirectly, used by the Company, or loaned, contributed, provided or otherwise made available by the Company to fund any activity
or business in any manner that will result in any violation by any Person (including any Lender, the Arranger or the Administrative
Agent) of Anti-Corruption Laws.


 


5.11       
5.18 EEAAffected
Financial Institutions.
No Loan Party is an EEAAffected
Financial Institution.


 


ARTICLE
VI.



AFFIRMATIVE COVENANTS


 


As
ofFrom
and after the Closing Date and for so long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other
than contingent indemnification obligations for which no claim has been made) shall
remain unpaid or unsatisfied, or any Letter of Credit or related Bankers’ Acceptance shall remain outstanding (unless
the L/C Obligations thereunder shall have been Cash Collateralized in an amount equal to the then Outstanding Amount thereof),
the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03)
cause each Subsidiary to:


 


6.01       
Financial Statements.
Deliver to the Administrative Agent (for distribution to each Lender), in form and detail reasonably satisfactory to the Administrative
Agent and the Required Lenders:


 


(a)         
as soon as available, but in any event within
the filing deadline applicable to the Company set forth in the SEC regulations promulgated pursuant to Section 13 of the Exchange
Act, after the end of each fiscal year of the Company (commencing with the fiscal year ending 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, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative
form the figures for the previous fiscal year, prepared in accordance with GAAP, audited and accompanied by a report and opinion
of a Registered Public Accounting Firm of nationally recognized standing, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and applicable Securities Laws 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


 


(b)         
as soon as available, but in any event within
the filing deadline applicable to the Company set forth in the SEC regulations promulgated pursuant to Section 13 of the Exchange
Act, after the end of each of the first three fiscal quarters of each fiscal year of the Company (commencing with the first fiscal
quarter ending after the Closing Date), a consolidated balance sheet of the Company and its Subsidiaries as at the end of such
fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for
such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative
form 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, and certified by a Responsible Officer of the Company as fairly presenting in all material
respects the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries
in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes.


 






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Notwithstanding
anything to the contrary in this Section 6.01, the Company shall not be required to deliver any financial statements to
the Administrative Agent with respect to any period for which it has timely filed its Form 10-K or Form 10-Q, as the case may
be, with the SEC; provided, that such Form 10-K or Form 10-Q, as the case may be, is publicly available on the SEC’s
website (or a similar website) within the time periods required by this Section.


 


6.02      
Certificates; Other Information.
Deliver to the Administrative Agent (for distribution to 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 a Responsible Officer of the Company stating that such Responsible
Officer has no knowledge of any Default under the financial covenants set forth hereinin
Section 7.03 and Section 7.04 or, if
any such Default shall exist, stating the nature and status of such event;


 


(b)         
concurrently with the delivery of the financial
statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief
executive officer, chief financial officer, treasurer, assistant treasurer or controller of the Company;


 


(c)          
promptly, and in any event within five Business
Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received
from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding
financial or other operational results of any Loan Party or any Subsidiary thereof; and


 


(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.


 


Documents
required to be delivered pursuant to Section 6.01(a) or (b) 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 10.02; 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). Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company 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 Arrangers may, but shall not be obligated to, make available
to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively,
the “Company Materials”) by posting the Company Materials on Debt Domain, IntraLinks, Syndtrak or another similar
electronic 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 or 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 Company 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 Company Materials “PUBLIC,”
the Company shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat
such Company 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 Company
Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company 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 Arrangers shall be entitled to treat any Company Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding
the foregoing, the Company shall be under no obligation to mark any Company Materials “PUBLIC.”


 


6.03      
Notices.
Promptly, after a Responsible Officer of the Company obtains knowledge thereof, notify the Administrative Agent:


 


(a)               
of the occurrence of any Default;


 


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


 


(c)               
of the occurrence of any ERISA Event or the institution
of proceedings or the taking of any other action by the PBGC or any Plan with respect to the withdrawal from or the termination
or insolvency of, any Plan that, in any case, couldwould
reasonably be expected to have a Material
Adverse Effect; and


 


(d)               
of any material change in accounting policies
or financial reporting practices by the Company or any Subsidiary.


 


Each
notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting
forth details of the occurrence referred to therein and stating what action the Company 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 and shall be provided to the Administrative Agent for distribution to the
Lenders.


 


6.04      
Payment of ObligationsTaxes.
Pay and discharge as the same shall become due and payable (subject to any applicable grace periods and tax extensions) all (a)
tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, and
(b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except, in each case, (i)
to the extent the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves,
if any, in accordance with GAAP are being maintained by the Company or such Subsidiary or (ii) where any failure thereof couldwould
not reasonably be expected to result
in a Material Adverse Effect.


 


6.05      
Preservation of Existence, Etc.
(a) Preserve, renew and maintain in full force and effect the legal existence and good standing (or equivalent status) of the
Company and any Designated Borrower under the Laws of the jurisdiction of its organization except in a transaction permitted by
Section 7.03 or 7.047.02;
and (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, in each case, to the extent that failure to do so couldwould
not reasonably be expected to have
a Material Adverse Effect.


 






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6.06       Maintenance
of Properties; Maintenance of Insurance. Except to the extent that, in the aggregate,
non-compliance could not reasonably be expected to have a Material Adverse Effect, (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear
and tear excepted; and (b) maintain with financially sound and reputable insurance companies, insurance with respect to its properties
and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.


 


6.06      
6.07 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, in the aggregate, couldwould not
reasonably be expected to have a Material Adverse Effect.


 


6.08       Inspection
Rights; Books and Records. (a) Maintain proper books and records and accounts in
which full, true and correct entries in conformity with GAAP and all Laws shall be made of all dealings and transactions material
to the Company and its Subsidiaries, taken as a whole, in relation to its business and activities; and (b) permit representatives
of any Lender, at such Lender’s own expense (unless a Default has occurred and is continuing, in which case at the Company’s
expense), to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable
time but only during normal business hours and (except in the event a Default or Event of Default exists) upon reasonable prior
notice to the Company and as often as may reasonably be desired (but in no event more frequently than two times a year unless
an Event of Default exists) and to discuss the business, operations, properties and financial and other condition of the Company
and its Subsidiaries with officers and employees of the Company and its Subsidiaries and, when an Event of Default exists, with
their Registered Public Accounting Firm.


 


6.07      
6.09 Use
of Proceeds. Use the proceeds of the Credit Extensions (a) to
repay all obligations under the Existing Credit Agreement; and (b) for working capital purposes, capital expenditures, acquisitions,
repurchases of stock, debentures and other securities, the refinancing of present and future debt and other general corporate
purposes not in contravention of any Law or of any Loan Document (including in compliance with Section 5.17).


 


6.10       Approvals
and Authorizations. Except to the extent that, in the aggregate, non-compliance
could not reasonably be expected to have a Material Adverse Effect, maintain all authorizations, consents, approvals and licenses
from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign
Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that
are required in connection with the Loan Documents.


 


ARTICLE
VII.



NEGATIVE COVENANTS


 


As
ofFrom
and after the Closing Date and for so long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other
than contingent indemnification obligations for which no claim has been made) shall
remain unpaid or unsatisfied, or any Letter of Credit or related Bankers’ Acceptance shall remain outstanding,
(unless
the L/C Obligations thereunder shall have been Cash Collateralized in an amount equal to the then Outstanding Amount thereof),
(i) with respect to Section 7.01, the
Company shall not, nor shall it permit any Subsidiary to, directly or indirectly,
(ii) with respect to Section 7.02, the Borrowers shall not and (iii) with respect to Section 7.03 and Section 7.04, the Company
shall not:


 






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7.01       
Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues other than Liens on Margin Stock
created, incurred or assumed at a time when such Margin Stock constitutes Unrestricted Margin Stock, whether now owned or hereafter
acquired, other than the following:


 


(a)               
Liens pursuant to any Loan Document;


 


(b)               Liens
(including LiensI)
on the assets of the TargetCompany or the
Target’sany
of its Subsidiaries)
existing on the Effective Date and listed on Schedule 7.01 and
any renewalsor
(II) on assets of the Target or any of the Target’s Subsidiaries existing on the Acquisition Closing Date (or the
Business Day following the Acquisition Closing Date), and, in each case, any renewals, replacements or
extensions thereof; provided that (i) the property covered thereby is not changed, (other
than any improvements thereto and proceeds thereof) and (ii)
the aggregate
principal amount of
Indebtedness secured or
benefited thereby is not increased except as contemplated by Section
7.02(b), and (iii) anyabove
the commitment or limits as in effect on (in respect of Liens under clause (I) above) the Effective Date or (in respect of
Liens under clause (II) above) the Acquisition Closing Date except in an amount equal to the fees and expenses of
such renewal,
replacement or extension of
the obligations secured or benefited thereby is permitted by Section 7.02(b); and provided,
further, to the extent any change occurs between the Closing Date and the Acquisition Closing Date
solely with respect to Liens that are specifically permitted to be incurred by the Target or the Target’s Subsidiaries
pursuant to the terms of the Acquisition Agreement (as in effect on the date hereof) which would make the contents of such Schedule
7.01 incomplete as of the Acquisition Closing Date as a result thereof, the Company may deliver to the
Administrative Agent an updated version of such Schedule on or prior to the Acquisition Closing Date to reflect such
additional Liens, which updated version shall replace the version of such Schedule delivered on the Closing Date without any
requirement for any amendment or any consent by the Administrative Agent or any Lender;; 


 


(c)               
Liens on property of the Company and its Subsidiaries
not reflected on the consolidated balance sheet of the Company and its Subsidiaries that are limited to amounts that have been
irrevocably deposited with a financial institution;


 


(d)              
Liens for Taxes not yet delinquent, that remain
payable without penalty, 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;


 


(e)              
carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not delinquent
for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted;


 


(f)                
pledges or deposits in connection with workers’
compensation, unemployment insurance and other social security legislation;


 


(g)              
pledges or deposits to secure the performance
of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of business (including deposits to secure letters
of credit issued to secure any such obligation);


 






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(h)              
 easements, rights-of-way, restrictions and other
similar encumbrances affecting real property which, in the aggregate, are not substantial 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;


 


(i)                
Liens securing judgments for the payment of money
or securing appeal or other surety bonds related to such judgments;


 


(j)               
customary rights of setoff upon deposit accounts
and securities accounts of cash in favor of banks or other depository institutions and securities intermediaries; provided
that (i) such deposit account or securities account is not a dedicated cash collateral account and is not subject to restrictions
against access by the Company or any of its Subsidiaries owning the affected deposit account or other funds maintained with a
creditor depository institution in excess of those set forth by regulations promulgated by the FRB or any foreign regulatory agency
performing an equivalent function, and (ii) such deposit account or securities account is not intended by the Company or any of
its Subsidiaries to provide collateral (other than such as is ancillary to the establishment of such deposit account or securities
account) to the depository institution;


 


(k)               
Liens arising under Cash Management Agreement
pooling arrangements;


 


(l)                
any interest or title of a lessor under any lease
entered into by the Company or any of its Subsidiaries in the ordinary course of its business and covering only the assets so
leased;


 


(m)              
Liens incurred pursuant to a Permitted Securitization
on the property and rights that are subject thereto;


 


(n)              
licenses, operating leases or subleases permitted
hereunder granted to other Persons in the ordinary course of business not interfering in any material respect with the business
of the Company or any of its Subsidiaries;


 


(o)               
Liens arising from precautionary UCC financing
statement filings with respect to operating leases or consignment arrangements entered into by the Company or any of its Subsidiaries
in the ordinary course of business;


 


(p)               
Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any Subsidiary or becomes a Subsidiary of the Company and
the replacement, extension or renewal of such Liens (or the Indebtedness secured thereby); provided that (i) such Liens
were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those
of the Person (or
any of its Subsidiaries) so merged
into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary and (ii) no such replacement,
extension or renewal of such Lien or the Indebtedness secured thereby may (A) increase or change the assets secured by such Lien,
or
(B) increase the amountaggregate
principal amount (or, as applicable, the committed amount) of
Indebtedness secured by such Lien (other than by an amount equal to the reasonable fees
and expenses of such refinancing or replacement,
extension or renewal) or
(C) change any direct or indirect obligor thereof; and;



 


(q)               
other Liens securing Indebtedness
in an aggregate amount not to exceed, at any time outstanding, 10% of the book value of the Consolidated Total Tangible Assets
of the Company and its Subsidiaries.Liens
in favor of the Company or any of its Subsidiaries;


 






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7.02       Subsidiary
Indebtedness. Permit any Subsidiary (including any Designated Borrower) to create,
incur, assume or suffer to exist any Indebtedness, except:


 


(a)       Indebtedness
of the Designated Borrowers under the Loan Documents;


 


(b)       Indebtedness
(including Indebtedness of the Target or the Target’s Subsidiaries) outstanding on the Closing Date and listed on Schedule
7.02 and additional Indebtedness incurred after the Closing Date under the revolving credit arrangements listed
on Schedule 7.02 in an aggregate principal amount at any one time outstanding not to exceed
the commitments or limits existing with respect thereto on the date hereof and set forth on such Schedule and any replacements,
refinancings, refundings, renewals or extensions thereof; provided that the principal
amount of such Indebtedness is not increased at the time of such replacement, refinancing, refunding, renewal or extension above
the commitments or limits set forth on such Schedule; and provided, further, to the extent
any change occurs between the Closing Date and the Acquisition Closing Date solely with respect to Indebtedness that is specifically
permitted to be incurred by the Target or the Target’s Subsidiaries pursuant to the terms of the Acquisition Agreement (as
in effect on the date hereof) which would make the contents of such Schedule 7.02 incomplete
as of the Acquisition Closing Date as a result thereof, the Company may deliver to the Administrative Agent an updated version
of such Schedule on or prior to the Acquisition Closing Date to reflect such additional Indebtedness, which updated version shall
replace the version of such Schedule delivered on the Closing Date without any requirement for any amendment or any consent by
the Administrative Agent or any Lender;


 


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


 


(d)       [Intentionally
Omitted]; 


 


(e)       Guarantees
by any Subsidiary in respect of Indebtedness of the Company or any other Subsidiary otherwise permitted hereunder; provided,
however, that any Guarantees by Subsidiaries in respect of Indebtedness of the Company
shall not exceed, at any time outstanding, $50,000,000 in the aggregate; 


 


(f)       Indebtedness
of one or more Subsidiaries under the Term Loan Facility in an aggregate principal amount not to exceed $2.0 billion (provided
that solely to the extent the Term Loan Facility is increased pursuant to the incremental provisions thereof
and such amounts are utilized as permanent financing for the Acquisition in lieu of permanent securities, such amount shall instead
be $2.0 billion plus the amount of such incremental facilities, which in an aggregate amount shall not exceed $4.0 billion); 


 


(g)       Indebtedness
of one or more Subsidiaries in respect of European commercial paper of such Subsidiaries in an aggregate principal amount, when
aggregated with the outstanding principal amount of any obligations outstanding under the Loan Documents, does not to exceed $2.5
billion in the aggregate; and


 


(h)       other
Indebtedness of all Subsidiaries in an aggregate principal amount not to exceed, at any time outstanding, 10% of the total book
value of the Consolidated Total Tangible Assets of the Company and its Subsidiaries.


 






    	 	85	 



     


    

 


(r)               
(i)
Liens on fixed or capital assets (including real property) to secure the payment of all or any part of the cost of acquisition,
construction, development or improvement of such assets, or to secure Indebtedness incurred to provide funds for any such purpose;
provided that (i) the commitment of the creditor to extend the credit secured by any such Lien shall have been obtained not later
than 12 months after the completion of the acquisition, construction, development or improvement of such assets, (ii) the Indebtedness
secured by such Lien does not exceed the cost of such acquisition, construction, development or improvement of such assets (other
than by an amount equal to any related financing costs (including, but not limited to, the accrued interest and premium and fees,
if any, on the Indebtedness so secured)), and (iii) such Lien shall not apply to any other property of the Company or any Subsidiary,
except for accessions and improvements to such fixed or capital assets covered by such Lien and the proceeds and products thereof
and (ii) the replacement, extension or renewal of such Liens (or the Indebtedness secured thereby) provided that no such replacement,
extension or renewal of such Lien or the Indebtedness secured thereby may (A) increase or change the assets secured by such Lien
except as would have been originally permitted to be secured by the Lien or Indebtedness being replaced, extended or renewed pursuant
to the preceding subclause (iii) or (B) increase the aggregate principal amount (or, as applicable, the committed amount) of Indebtedness
secured by such Lien (other than by an amount equal to the fees and expenses of such replacement, extension or renewal); and


 


(s)              
other
Liens securing Indebtedness in an aggregate principal amount not to exceed, at the time of and after giving effect to the incurrence
of such Indebtedness, 10% of the book value of the Consolidated Total Tangible Assets of the Company and its Subsidiaries; provided
the Company and its Subsidiaries shall be permitted to grant Liens securing Indebtedness in aggregate principal amount in excess
of such threshold in connection with the replacement, extension or renewal of any such Indebtedness previously incurred pursuant
to this clause (s) so long as the aggregate principal amount of such Indebtedness as so replaced, extended or renewed does not
exceed the amount outstanding immediately prior to such replacement, extension or renewal except by an amount equal to the fees
and expenses of such replacement, extension or renewal.


 


7.02        7.03 Fundamental
Changes. Merge, dissolve, or liquidate, into or 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 exists or would result therefrom:another
Person, except that any Borrower may merge, dissolve or liquidate into or consolidate with any other Person or Dispose of all
or substantially all of its assets to another Person provided that (i) the surviving or acquiring entity is a Person
organized under the laws of the United States of America, any State thereof or the District of Columbia, or, to extent such
Borrower is a Designated Borrower organized in a foreign jurisdiction, the same jurisdiction as the Designated Borrower, (ii)
the surviving or acquiring person, if other than a Borrower, expressly assumes the performance of the obligations of such
Borrower under the Loan Documents pursuant to an instrument executed and delivered to the Administrative Agent and (iii)
immediately after giving effect to such transaction, no Default shall exist. Upon any consolidation by any Borrower with or
merger, liquidation or dissolution by a Borrower into any other Person or Disposition of all or substantially all the assets
to any other Person, the surviving or acquiring Person shall succeed to, and be substituted for, and may exercise every right
and power of, such Borrower under this Agreement with the same effect as if such surviving or acquiring Person had been named
as such Borrower herein, and such Borrower shall be released from all its obligations under the Loan Documents and shall
cease to be a party thereto. For the avoidance of doubt, this Section 7.02 (x) shall only apply to a merger or consolidation
in which a Borrower is not the surviving entity and (y) shall not apply to any Disposition among any Borrower and any of its
Subsidiaries.


 


(a)       any
Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing
or surviving Person, (ii) any one or more other Subsidiaries, provided that in the event
a Designated Borrower is a party to any such merger, the surviving Subsidiary shall be the Designated Borrower (and if both parties
to such merger are Designated Borrowers, the surviving Designated Borrower shall assume all obligations of the other Designated
Borrower in a manner satisfactory to the Administrative Agent) or (iii) the Target pursuant to the Acquisition Agreement;


 






    	 	86	 



     


    







 


(b)       any
Subsidiary may Dispose of all or substantially all of its assets (i) (upon voluntary liquidation or otherwise) to the Company
or to another Subsidiary or (ii) pursuant to a Disposition permitted by Section 7.04;


 


(c)       any
Subsidiary (other than a Subsidiary that is at such time a Designated Borrower) may be wound up, liquidated or dissolved, as deemed
appropriate by the Company; and


 


(d)       any
Person other than the Company or any Subsidiary may be merged or consolidated with any Subsidiary; provided
that in the event such Subsidiary is a Designated Borrower at that time, such Designated Borrower shall be
the continuing or surviving Person.


 


Notwithstanding
anything to the contrary in this Section 7.03, the Company shall maintain its jurisdiction of organization within the United States
(or any state thereof). 


 


7.04       Dispositions.
Make any Disposition (other than any property which, at the time of any Disposition, constitutes Unrestricted Margin Stock) or
enter into any agreement to make any Disposition, except:


 


(a)       Dispositions
of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;


 


(b)       Dispositions
of inventory in the ordinary course of business;


 


(c)       Dispositions
of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement
property;


 


(d)       Dispositions
of property by the Company or any of its Subsidiaries to the Company or any of its Subsidiaries;


 


(e)       Dispositions
listed on Schedule 7.04;


 


(f)       Dispositions
pursuant to a Permitted Securitization;


 


(g)       Dispositions
by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions; and


 


(h)       Dispositions
by the Company and its Subsidiaries not otherwise permitted under this Section 7.04;
provided that (i) at the time of such Disposition, no Default exists or would result from
such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any period of
twelve consecutive months after the Closing Date shall not exceed 10% of the book value of the total consolidated assets of the
Company and its Subsidiaries (including, if the Acquisition is consummated, the Target and its Subsidiaries) in accordance with
GAAP as at the beginning of such twelve-month period (based on the most recent financial statements of the Company prior to the
beginning of such twelve-month period that have been delivered pursuant to Section 6.01 and,
to the extent that such financial statements do not include the consolidated assets of the Target and its Subsidiaries, calculated
on a Pro Forma Basis to include (if the Acquisition has been consummated) the assets of the Target and its Subsidiaries based
on the most recent available financial statements of the Target).


 






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7.05       Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of the
Company, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable
to the Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s
length transaction with a Person other than an Affiliate; provided
that the foregoing restriction shall not apply to (a) transactions between or among the Company and any of its Subsidiaries,
(b) transactions otherwise permitted hereunder, (c) dividends and distributions to shareholders and equityholders, or (d) transactions
that do not exceed, in the aggregate, $5,000,000 during any fiscal year.


 


7.03       
7.06 Consolidated
Net
Leverage Ratio.


 


(a)           Prior
to the Acquisition Closing Date, permit the Consolidated Leverage Ratio as at the last day of any fiscal quarter of the Company
to be greater than 3.5 to 1.0.


 


                (b)           On
and after the Acquisition Closing Date,Starting
with the fiscal quarter ended June 30, 2020, permit
the Consolidated Net
Leverage Ratio as at the last day
of any fiscal quarter of the Company,
to be greater than 4.5
to 1.0 for the first two consecutive fiscal quarters ended on or after the Acquisition Closing Date,5.0
to 1.0, with such ratio stepping down
to 4.0 to 1.0 for the two immediately following fiscal quartersconsecutive
fiscal quarters of the Company starting on the earlier of (a) the last day of the first fiscal quarter of 2022 and (b) the third
full fiscal quarter ending after the Acquisition Closing Date, and
then stepping down to 3.5 to 1.0 offor
each fiscal quarter endedending
thereafter.;


 


provided
that (x) at any time after the definitive agreement for any Qualified Acquisition shall have been executed (or, in the case of
a Qualified Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior
to the consummation of such Qualified Acquisition (or termination of the definitive documentation in respect thereof (or such
later date as such Indebtedness ceases to constitute Acquisition Debt)), any Acquisition Debt (and the proceeds of such Acquisition
Debt) shall be excluded from the determination of the Consolidated Net Leverage Ratio and (y) Indebtedness incurred by the Company
or any of its Subsidiaries in favor of Target or any of its Affiliates in connection with the Acquisition pursuant to the terms
of the Acquisition Agreement shall not constitute Indebtedness for purposes of calculating the maximum Consolidated Net Leverage
Ratio.


 


                Upon
the earlier of the Acquisition Closing Date and the termination of the Acquisition prior to the Acquisition Closing Date, the
following will apply in the case of clauses (a) and (b) of this Section 7.06, as applicableAt
any time the required Consolidated Net Leverage Ratio has stepped down to be 4.0 to 1.0 or less:
at the Company’s election within 30 days of a Qualified Acquisition being consummated, such ratio shall instead be 4.5 to
1.0 for the two consecutive fiscal quarters ended immediately on or after the date such Qualified Acquisition is consummated,
after which such ratio shall step down to 4.0 to 1.0 for the next two consecutive fiscal quarters and then down to 3.5 to 1.0
thereafter. The step-up in the Consolidated Net
Leverage Ratio described in the immediately
preceding sentence may occur multiple times over the life of this Agreement, provided that the Consolidated Net
Leverage Ratio test must step back
down to 3.5 to 1.0 and be tested for at least one fiscal quarter prior to such ratio being permitted to step up based on a new
Qualified Acquisition.


 


7.04       
7.07 Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage
Ratio as at the last day of any fiscal quarter of the Company to be less than 3.0 to 1.0.for
each fiscal quarter ended after the Second Amendment Effective Date to be less than 3.0 to 1.0; provided that (x) at any time
after the definitive agreement for any Qualified Acquisition shall have been executed (or, in the case of a Qualified Acquisition
in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation
of such Qualified Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such Indebtedness
ceases to constitute Acquisition Debt)), any Acquisition Debt (and the proceeds of such Acquisition Debt) shall be excluded from
the determination of the Consolidated Interest Coverage Ratio and (y) Indebtedness incurred by the Company or any of its Subsidiaries
in favor of Target or any of its Affiliates in connection with the Acquisition pursuant to the terms of the Acquisition Agreement
shall not constitute Indebtedness for purposes of calculating the minimum Consolidated Interest Coverage Ratio.


 






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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 other
Loan Party 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 any L/C Obligation, or (ii) within five days after the same becomes due, any interest on any Loan or on any L/C
Obligation, 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 6.03(a), 6.05 (with respect to
the existence of the Company or any Designated Borrower), 6.096.07
or Article VII or the Company
fails to perform or observe any term, covenant or agreement contained in the Company Guaranty; or


 


(c)               
Other Defaults. Any Loan Party fails to
perform or observe any other covenant or agreement (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) a Responsible Officer
of the Company having knowledge of such Default or (ii) the receipt by any Borrower or any other Loan Party of written notice
from the Administrative Agent or any Lender of such Default; 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 when made or deemed made; or


 






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(e)              
Cross-Default. (i) The Company or any
Material Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise and after any applicable grace period) in respect of any Indebtedness (other than Indebtedness hereunder
and Indebtedness under Swap Contracts) or Guarantee having an aggregate principal amount (including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than the Threshold Amount (any such Indebtedness or Guarantee, “Threshold
Indebtedness”), or (B) fails to observe or perform (after any applicable grace period) any other agreement or condition
relating to any Threshold Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (other
than in respect of the Target’s Senior Loans and Senior Notes (each as defined in the Acquisition Agreement as of March
3, 2020), or any other event occurs,
the effect of which default or other event (other than (ut)
in the event that a lender under any revolving loancredit
facility becomes a “defaulting
lender” (as defined therein), a prepayment or cash collateralization by the Company of any unreallocated portion of such
defaulting lender’s outstanding swing line loans under any such revolving loancredit
facility),
(vu)
any repurchase, repayment or redemption or any offer to repurchase, prepay or redeem Indebtedness of any Person acquired by the
Company or any Subsidiary based on a change of control as a result of the consummation of the acquisition of such Person; (wv)
the mandatory prepayment of any bridge financing made with the proceeds of permanent financing or the proceeds of asset sales
or equity issuances, (xw)
any such default or event arising solely out of the violation by the Company or any of its Subsidiaries of any covenant in any
way restricting the Company, or any such Subsidiary’s, right or ability to sell, pledge or otherwise dispose of Unrestricted
Margin Stock, (yx)
any event requiring the repurchase, repayment or redemption (automatically or otherwise) or an offer to repurchase, prepay or
redeem any Threshold Indebtedness, or the delivery of any notice with respect thereto, solely as a result of the Company’s
or any of its Subsidiaries’ failure to consummate a merger or other acquisition contemplated to be funded in whole or in
part with the proceeds of such Threshold Indebtedness,
(y) in respect of Target’s Senior Loans and Senior Notes (each as defined in the Acquisition Agreement as of March 3, 2020)
or (z) for the avoidance of any doubt,
any right (including any prior right) of a holder or holders of any Threshold Indebtedness that is convertible into equity
securitiesEquity
Securities to require the repurchase,
repayment or redemption of such Threshold Indebtedness on a predetermined date provided in the documentation for such Threshold
Indebtedness, or an offer to repurchase, repay or redeem such Threshold Indebtedness on such date or the delivery of a notice
with respect thereto) is to cause, or to permit the holder or holders or the beneficiary or beneficiaries
of such Threshold Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, withafter
the giving of notice if required,
such Threshold 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 Threshold Indebtedness to become payable or cash collateral in respect thereof to be demanded (other than as described
in clauses (t),
(u), (v), (w), (x), (y) and (z) of
this clause (B)); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting
from any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined
in such Swap Contract) and the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than
the Threshold Amount; or


 


(f)               
Insolvency Proceedings, Etc. Any Loan
Party or any of their respective Material Subsidiaries (other
than any Material Subsidiary incorporated in Germany) 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 Material Subsidiary incorporated in Germany files for any of the reasons set out in Sections 17 through 19 (inclusive)
of the German Insolvenzordnung for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or the board
of directors of any such Material Subsidiary is required by law to file for insolvency or the competent court takes any of the
actions set out in Section 21 of the German Insolvenzordnung or the competent court institutes insolvency proceedings against
any such Material Subsidiary (Eröffnung des Insolvenzverfahrens);
or


 


(g)               
Inability to Pay Debts; Attachment. (i)
Any Loan Party or any of their respective Material Subsidiaries 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 60 days
after its issue or levy; or


 


(h)              
Judgments. There is entered against the
Company or any Material Subsidiary 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 either (i) independent third-party
insurance as to which the insurer does not dispute coverage or (ii) another creditworthy (as reasonably determined by the Administrative
Agent) indemnitor that has been notified thereof and has acknowledged its indemnity obligations with respect thereto) and there
is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,
is not in effect or such judgment is not satisfied, vacated or discharged; or


 






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(i)               
ERISA. (i) An ERISA Event occurs with
respect to a Pension Plan or Multiemployer Plan which has resulted or couldwould
reasonably be expected to result in
liability of the Company 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) the Company 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
Party denies that it has any or further liability or obligation under any Loan Document (other
than as expressly permitted or contemplated hereby or thereby),
or purports to revoke, terminate or rescind any Loan Document (other
than as expressly permitted or contemplated hereby or thereby);
or


 


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


 


8.02       
Remedies Upon Event of Default.
If any Event of Default exists, 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 and any obligation of each L/C Issuer to make L/C Credit Extensions 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;


 


(c)              
require that the Company Cash Collateralize the
L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and


 


(d)              
exercise on behalf of itself, the Lenders and
each L/C Issuer all rights and remedies available to it, the Lenders and each L/C Issuer 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 and any obligation of each L/C Issuer to
make L/C Credit Extensions 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, and the obligation of the Company to Cash Collateralize
the L/C Obligations as aforesaid shall automatically become effective, 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 and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to
Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.17
and 2.18, 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 fees, charges
and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;


 






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Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and each L/C Issuer (including fees, charges and disbursements of counsel to
the respective Lenders and the L/C Issuers 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 Letter of Credit Fees and interest on the Loans,
L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and each L/C Issuer in proportion
to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then
owing under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements, ratably among the Lenders, the L/C Issuers,
the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held
by them, and to the payment of the maximum amount of all Bankers’ Acceptances then outstanding, such payment to be for the
account of the applicable L/C Issuer (or to the extent Lenders have theretofore funded their participations in any such Bankers’
Acceptance, ratably among such Lenders in accordance with such funded participations);


 


Fifth,
to the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Company pursuant to
Sections 2.03 and 2.17; 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.


 


Notwithstanding
the foregoing, no amounts received from the Company shall be applied to Excluded Swap Obligations from the Company.


 


Subject
to Section 2.03(c) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth above.


 


Notwithstanding
the foregoing, Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded
from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting
documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may
be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding
sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant
to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.


 






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ARTICLE
IX.


 

ADMINISTRATIVE AGENT


 


9.01       
Appointment and Authority.
Each of the Lenders and each L/C Issuer 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 each L/C Issuer, and (except
as expressly set forth in Section 9.06) neither
any Borrower nor any other Loan Party shall 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 Company, any other Borrower 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 exists;


 


(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


 


(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.


 






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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 10.01 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 in writing to the Administrative Agent by the Company, a Lender or an L/C Issuer.


 


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, or the issuance, extension, renewal or increase of a Letter of Credit, that by
its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition
is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from
such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent
may consult with legal counsel (who may be counsel for the Company), 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.


 


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
facility provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a
final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection
of such sub-agents.


 






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9.06       
Resignation of Administrative Agent; Resignation
of L/C Issuers.


 





(a)              
 The Administrative Agent may at any time give
notice of its resignation to the Lenders, each L/C Issuer 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
and each L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor
has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


(b)               
If the Person serving as 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.


 


(c)              
With effect from the Resignation Effective Date
or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders or an L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent
shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) 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 and
each L/C Issuer 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 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 Company to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Company 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
10.04 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 while the retiring or removed
Administrative Agent was acting as Administrative Agent.


 






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(d)              
Any resignation by Bank of America as Administrative
Agent pursuant to this Section shall also constitute its (and any of its relevant Affiliates’, including the Affiliate acting
as Swing Line Lender for Swing Line Loans denominated in Euros) resignation as an L/C Issuer and a Swing Line Lender. If Bank
of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder
with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations
with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c). If Bank of America (and any of its applicable Affiliates) resigns as a Swing Line
Lender, each such Person shall retain all the rights of a 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 Eurocurrency Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section
2.04(c). Upon the appointment by the Company of a successor L/C Issuer or 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 L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer
and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations
of Bank of America with respect to such Letters of Credit.


 


(e)               
Each of Barclays and JPMorgan may at any time
give notice of its resignation as an L/C Issuer or as a Swing Line Lender to the Administrative Agent. If Barclays or JPMorgan
resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.03(c). If Barclays or JPMorgan resigns as a Swing Line Lender, it shall retain all the rights of
a 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 2.04(c). Upon receipt of any such notice of resignation, the Required Lenders shall
have the right, in consultation with and subject to approval by the Company (such approval not to be unreasonably withheld or
delayed), 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 L/C Issuer or Swing Line Lender, as applicable, gives notice of its
resignation, then such retiring L/C Issuer or Swing Line Lender, as applicable, may appoint a successor meeting the qualifications
set forth above; provided that if such retiring L/C Issuer or Swing Line Lender, as applicable, shall notify the Company
and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective
in accordance with such notice. Upon the acceptance of a successor’s appointment as an L/C Issuer or Swing Line Lender,
as applicable, hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer or Swing Line Lender, as applicable (it being understood that, unless otherwise provided at
the time of such successor’s appointment, any such successor L/C Issuer shall also be obligated hereunder to issue commercial
Letters of Credit and create Bankers’ Acceptances, notwithstanding the last sentence of Section 2.03(a)(i)), (ii)
the retiring L/C Issuer or Swing Line Lender, as applicable, shall be discharged from all of its duties and obligations in its
capacity as L/C Issuer or Swing Line Lender, as applicable, hereunder or under the other Loan Documents, and (iii) such successor
L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession
or make other arrangements satisfactory to such retiring L/C Issuer to effectively assume the obligations of such retiring L/C
Issuer with respect to such Letters of Credit.


 


9.07       
Non-Reliance on Administrative Agent and
Other Lenders. Each Lender and each L/C Issuer 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 and each L/C Issuer 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.


 






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9.08       
No Other Duties, Etc.
Anything herein to the contrary notwithstanding, none of the Arrangers or any of the other arrangers, bookrunners or agents listed
on the cover page hereof 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, a Lender or an L/C Issuer hereunder.


 


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 Loan Party, the Administrative Agent (irrespective of whether the
principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on 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, L/C Obligations 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, each
L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders, each L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due
the Lenders, each L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04)
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 and each L/C Issuer 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 and each L/C Issuer, 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 2.09 and 10.04.


 


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 or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or
the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender
or any L/C Issuer in any such proceeding.


 


9.10       
Guaranteed Cash Management Agreements
and Guaranteed Hedge Agreements. Except as otherwise expressly
set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03 or the
Company Guaranty by virtue of the provisions hereof or of the Company Guaranty shall have any right to notice of any action or
to consent to, direct or object to any action hereunder or under any other Loan Document (or to notice of or to consent to any
amendment, waiver or modification of the provisions hereof or of the Company Guaranty) other than in its capacity as a Lender
and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article
IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements
have been made with respect to, Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements
unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as
the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.


 






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9.11       
Lender ERISA
MattersRepresentations.


 


(a)         
Each Lender (x) represents and warrants, as of
the date
of the First Amendment Effective Date,
or, if
later, the date such Person became a Lender party hereto, to,
and (y) covenants, from the First
Amendment Effective Date or, if later, 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 the Arrangers and their
respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other
Loan Party, that at least one of the following is and will be true:


 


(i)               
such Lender is not using “plan assets”
(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42)
of ERISA) or
otherwise) of one more
or more Benefit Plans in connection with respect
to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit or the Commitments, or
this Agreement, 


 


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


 


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


 


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


 


(b)         
In addition, unless sub-clause (i) in the immediately
preceding clause (a) is true with respect to a Lender or such Lender has not
provided another representation, warranty and covenant as provided in 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 First Amendment Effective Date,
or, if later, 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 the Arrangers and their respective Affiliates,
and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party,
that:


 


(i)       none
of the Administrative Agent or any Arranger or any of their respective Affiliates is
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, 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
to hereto or thereto),.


 






    	 	98	 



     


    

 


(ii)       the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning
of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds,
or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),



 


(iii)       the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the Obligations), 


 


(iv)       the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder, and


 


(v)       no
fee or other compensation is being paid directly to the Administrative Agent or any Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


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


 


ARTICLE
X.



MISCELLANEOUS


 


10.01       
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 or 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)              
 waive any condition set forth in Section 4.01
without the written consent of each Lender;


 






    	 	99	 



     


    

 


(b)              
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;


 


(c)               
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 or (except as expressly set forth in this Agreement) redenominate
the currency of the Commitment or Loans of any Lender, without the written consent of each Lender directly affected thereby;


 


(d)               
amend Section 1.06 or the definition of
 “Alternative Currency” without the written consent of each Lender;


 


(e)               
reduce the principal of, or the rate of interest
specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01)
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 to amend the
definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit
Fees at the Default Rate;


 


(f)               
change Section 2.13 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;


 


(g)               
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;


 


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


 


(i)                 add
a new jurisdiction in which an Eligible Foreign Subsidiary may be organized without the written consent of each Lender directly
affected thereby;


 


and,
provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition
to the Lenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any Issuer Document relating
to any Letter of Credit or Bankers’ Acceptance issued or to be issued by it; (ii) no amendment, waiver or consent shall,
unless in writing and signed by the applicable Swing Line Lender in addition to the Lenders required above, affect the rights
or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed
by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent
under this Agreement or any other Loan Document; and (iv) each 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.


 






    	 	100	 



     


    

 



 


Notwithstanding
the foregoing, the Administrative Agent, with the consent of the Company, may amend, modify or supplement any Loan Document without
the consent of any Lender or the Required Lenders in order to correct or cure any error, ambiguity, inconsistency or defect in
any Loan Document.


 


10.02     
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 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 a Borrower, the Administrative Agent, an
L/C Issuer or a Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for
such Person on Schedule 10.02; 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 and each L/C Issuer 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 or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer,
as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent, each Swing Line Lender, each L/C Issuer or the Company 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, e-mail or other communication is not sent
during the normal business hours of the recipient, such notice, e-mail or communication shall be deemed to have been sent at the
opening of business on the next business dayBusiness
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 COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
COMPANY 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 COMPANY 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, any L/C
Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of any Borrower’s or the Administrative Agent’s transmission of Company 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, any L/C Issuer 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, each L/C Issuer and each Swing Line Lender may change its address, facsimile or telephone number for
notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile
or telephone number for notices and other communications hereunder by notice to the Company, the Administrative Agent, each L/C
Issuer and each 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 Company 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 the Borrowers or its securities for purposes of United States Federal or state securities laws.


 


(e)          
Reliance by Administrative Agent, L/C Issuers
and Lenders. The Administrative Agent, each L/C Issuer and the Lenders shall be entitled to rely and act upon any notices
(including telephonic or electronic Committed Loan Notices, Letter of Credit Applications 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 Company shall indemnify the Administrative Agent, each L/C Issuer, 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.


 






    	 	102	 



     


    







 


10.03    
 No Waiver; Cumulative Remedies; Enforcement.
No failure by any Lender, any L/C Issuer 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 and the L/C Issuers; 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 L/C
Issuers or the Swing Line Lenders from exercising the rights and remedies that inure to their respective benefit (solely in their
respective capacities as an L/C Issuer or a Swing Line Lender, as the case may be) hereunder and under the other Loan Documents,
(c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13),
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 Loan Party 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 2.13, 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.


 


10.04     
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, the Arrangers and each Related
Party of any of the foregoing Persons (including the Attorney Costs of the Administrative Agent), in connection with the syndication
of the credit facility 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), (ii) all reasonable out-of-pocket expenses incurred by each
L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including
the Attorney Costs of the Administrative Agent, the Lenders and the L/C Issuers) 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 or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 






    	 	103	 



     


    

 


(b)          
Indemnification by the Company.


 


The
Company shall indemnify and hold harmless the Administrative Agent (and any sub-agent thereof
selected by it with reasonable care),
the Arrangers and each other agent or co-agent (if any) designated by the Arrangers,
each Lender, each L/C Issuer, the Arrangers and each Related Party of any of the foregoing Persons
and
its affiliates and each partner, trustee, shareholder, director, officer, employee, advisor, representative, agent, attorney and
controlling person thereof (each such
Person being called an “Indemnitee”) from and against (and will reimburse each
Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations
or inquiries), claims, losses,
damages, losses,
liabilities and expenses (including, subject to the limitations in subclause
(y) of the last sentence of this clause (b), the reasonable fees, charges and disbursements of counsel for any Indemnitee)or
expenses, joint or several, of any
kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an
Indemnitee or brought by the Company, any of its Subsidiaries, any of their respective Affiliates or any other
Person or entity, in each case, arising out of or in connection with or by reason of (including
in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including
in connection with the enforcement of the indemnification obligations set forth herein)) (i) the Acquisition, (ii) the execution
or delivery of and
which may be incurred by or asserted against or involve the Administrative Agent, the Arrangers, any Lender, each L/C Issuer or
any other Indemnitee as a result of or arising out of or in any way related to or resulting from the Acquisition,
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 or
any related transaction 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 or (iii) any Loan or Letter of Credit
or Bankers’ Acceptance or
any Loan, any Letter of Credit or the
use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor
a demand for payment under a Letter of Credit or a Bankers’ Acceptance if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit or Bankers’ Acceptable, as applicable); provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such action, suit, proceeding,
claim, damage, lossand,
upon demand, to pay and reimburse the Administrative Agent, the Arrangers, each Lender, each L/C Issuer and each other Indemnitee
for any reasonable, documented out-of-pocket legal or other expenses incurred in connection with investigating, defending or preparing
to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (including, without limitation,
in connection with the enforcement of the indemnification obligations set forth herein) (whether or not the Administrative Agent,
the Arrangers, any Lender, any L/C Issuer or any other Indemnitee is a party to any action, suit, proceeding or claim out of which
any such expenses arise); provided that (x) the Company’s obligation to reimburse any Indemnitee for legal expenses shall
be limited to the fees, charges, and disbursements of one counsel for any Indemnitee (and, if reasonably necessary, of one regulatory
counsel and one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest
of which the Company is notified in writing, of one additional counsel (and if reasonably necessary, of one regulatory counsel
and one local counsel in any relevant jurisdiction) to each affected Indemnitee, (y) the Company will not have to indemnify any
Indemnitee against any claim, loss, damage,
liability or expense either (x) (1) is determined by a court of competent jurisdiction by final
and nonappealable judgment to haveto
the extent the same resulted from (i)
the gross negligence or willful misconduct
of such Indemnitee or (2) results from a claim brought by the Company or any other Loan Party
against an Indemnitee for a material breach in bad faithany
of such Indemnitee’s Related
Parties, (ii) a material breach by such Indemnitee or any of its Related Parties of its express obligations
hereunder or under any other Loan Document, if the Company or such other Loan Party has obtained
a final and nonappealable judgment in its favor on such claim as (in
each case of clauses (i) and (ii), to the extent determined
by a court of competent jurisdiction or (y) arises solely from disputes solely between or among
Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent,
an Arranger, any L/C Issuer or any Swing Line Lender or any of their respective Related Parties (in each case, acting in its capacity
as such) by the other Indemnitees, the Administrative Agent, such Arranger, such L/C Issuer or such Swing Line Lender or such
Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this clause (b))
to the benefit of such indemnification) not relating to or in connection within
a final and nonappealable judgment in any claim, litigation or proceeding brought by the Company) or (iii) disputes solely among
or between Indemnitees not relating to any acts
or omissions by the Company, any of its Subsidiaries, any of their respective Affiliates or any
other Person or entity; provided that or
its Subsidiaries (other than disputes against the Administrative Agent or the Arrangers (in each case, acting in its capacity
as such)) and (z) each Indemnitee will
repay to the Company any reimbursements provided by the Company to such Indemniteesuch
reimbursement to the extent that it
is determined that such Indemnitee is not entitled to such indemnification by
virtue of one or both of the exceptions in clauses (x) and (y) above. If legally permitted, any
Indemnitee shall promptlyclause
(y). Notwithstanding any other provision of this Agreement, none of the Administrative Agent, the Arrangers, any Lender, any L/C
Issuer or any other Indemnitee will be responsible or liable to the Company or any other person or entity for damages arising
from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other
information transmission systems except to the extent that such damages resulted from (A) the gross negligence or willful misconduct
of the respective Indemnitee or any of its Related Parties or (B) a material breach by such Indemnitee or any of its Related Parties
of its express obligations under this Agreement (in each case, to the extent determined by a court of competent jurisdiction in
a final and non-appealable judgment in any claim, litigation or proceeding brought by the Company). 


 






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Promptly
after receipt by any Indemnitee of notice of the commencement of any such action, suit, proceeding or claim, such Indemnitee will
notify the Company in writing of any
claim or action by a third party for which the Indemnitee plans to seek indemnification hereunderthe
commencement thereof; provided
that no failure or delaythe
omission by any Indemnitee to so provide
such notice shallnotify
the Company will not relieve the Company
fromof
any liability or
obligation hereunder except to the extent of any material prejudice, damage or
liability caused by or arising out ofthe
Company has been materially prejudiced by such
delay or failure. Without limiting the rights of the Indemnitees under this clause (b), including
the right of Indemnitees to retainfailure.
The Company shall have the right to assume the defense or control the settlement of any such claim or action and to select counsel
with respect thereto, which counsel shall be subject to the approval of the Arrangers (such approval not to be unreasonably withheld,
conditioned or delayed), provided that the Company shall not consent to any settlement of or to the entry of any judgment with
respect to any such claim or action except in accordance with the provisions of the next succeeding paragraph. Notwithstanding
the Company’s right to appoint counsel to represent such Indemnitee in an action, such Indemnitee shall have the right to
employ separate counsel at the Company’s
expense (but subject to the limitations with
respect to such retention of counsel contained in this clause (b)), the Company may settle or agree to the entry of judgment with
respect toin
the preceding paragraph) and to participate in the defense of any such claim or action as to it with the consent of the Company
(such consent not to be unreasonably withheld or delayed) if (i) the use of counsel chosen by the Company to represent such Indemnitee
would present such counsel with an actual or potential conflict of interest or the Arrangers reasonably determines that there
are defenses available to it which are in addition to or different from the defenses available to the Company or (ii) the Company
shall not have employed counsel satisfactory to such Indemnitee to represent such Indemnitee within a reasonable time after notice
of the commencement of such action, suit, proceeding or claim. Notwithstanding the foregoing, any Indemnitee shall have the right
to settle any such claim or action
without
the consent of the Company; provided
that the Company shall have
no liability for any settlement entered into without its consent. 


 


The
Company will not, without the subject Indemnitee’s
written consent,
(such
consent not to be unreasonably withheld, conditioned or delayed), settle, compromise,
consent to the entry of any judgment in or otherwise seek to terminate any such investigation,
litigationclaim,
action or proceeding in
respect of which indemnity may be sought hereunder,
whether or not any Indemnitee is an actual or potential party thereto, unless such settlement, compromise, consent or termination
(i) includes an unconditional release of each such Indemnitee from any liabilities
arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability,
wrong-doingwrongdoing
or a failure to act by or on behalf
of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to
settle any such claim or action without the consent of the Company (such consent not to be unreasonably withheld or delayed),
provided that the Company shall have no liability for any settlement entered into without
its consent, and (y) the indemnification The
indemnity and reimbursement obligations
of
the Company under this clause
(b) with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and
documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Arrangers, taken together, (B) one
additional outside counsel for the Lenders and the L/C Issuers, taken together, (C) one local or foreign counsel in each relevant
jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest
with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected
Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. This Section 10.04(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimSection
10.04(b) will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company
and any Indemnitee.


 






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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), any L/C Issuer, any 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), such L/C Issuer,
such 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 Lenders’ 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), any L/C Issuer or any 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), any L/C Issuer or any Swing Line Lender in connection
with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 


(d)          
Waiver of Consequential Damages, Etc.
To the fullest extent permitted by applicable law, no Borrower shall assert, and hereby waives,
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 Letter of Credit
or the use of the proceeds thereofNeither
the Administrative Agent, the Lenders, the L/C Issuers nor any other Indemnitee will be responsible or liable to the Company or
any other person or entity for any indirect, special, punitive or consequential damages which may be alleged as a result of this
Agreement or any Loan Document. The Company will not be responsible to the Arrangers or any other Indemnitee or any other person
or entity for any indirect, special, punitive or consequential damages which may be alleged as a result of this Agreement, any
Loan Document; provided, that the Company’s indemnity and reimbursement obligations under Section 10.04(b) shall not be
limited by this sentence. 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 ten Business Days after demand therefor.


 






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(f)          
 Survival. The agreements in this Section
and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, any L/C Issuer
and any Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments, the repayment, satisfaction
or discharge of all the other Obligations and the termination of this Agreement.


 


10.05     
Payments Set Aside.
To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any L/C Issuer or any Lender,
or the Administrative Agent, any L/C Issuer 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, such L/C Issuer 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 (unless prohibited by applicable Law), 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 and each L/C Issuer 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 applicable Overnight Rate from time
to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and each L/C Issuer
under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 


10.06     
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, except that (other
than in accordance with Section 7.02 hereof) neither
any Borrower nor any other Loan Party 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 no Lender may assign or otherwise transfer any of its rights
or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by
way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, each L/C Issuer 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 L/C Obligations
and 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 the Loans at the time owing to it 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


 






    	 	107	 



     


    







 


(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 such Trade Date, shall not be less
than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default exists, the Company otherwise consents
(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 assignee (or to an 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.


 


(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 any Loans or Commitments (including Commitments with respect to any applicable Sublimits) assigned, except that
this clause (ii) shall not apply to any Swing Line Lender’s rights and obligations in respect of the Swing Line Loans made
by such Swing Line Lender;


 


(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 exists at the time of such assignment
or (2) such assignment is to an existing Lender or an Affiliate of an existing Lender; 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 five (5) Business Days after having received notice thereof;


 


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


 


(C)             
the consent of each L/C Issuer and each 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 and any tax forms required by Section 3.01(f).


 


(v)        
No Assignment to Certain Persons. No such
assignment shall be made (A) to the Company or any of the Company’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), (C) to a natural Person (or
a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or,
(D) to any Person that, through its Lending Offices, is not capable of lending the applicable Alternative Currencies to the relevant
Borrowers without the imposition of any additional Indemnified Taxes or (E) to any Person (including any Lender) that cannot make
Loans to any Designated Borrower for which the assignor is a Designated Lender on the same terms as the assignor.


 






    	 	108	 



     


    

 


(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, any L/C Issuer
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 Letters of Credit and 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 10.04 with respect to facts and circumstances
occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed
by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender. 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 L/C Issuers, and the Commitments of, and principal
amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender and L/C Issuer pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error,
and the Borrowers, the Administrative Agent, the L/C Issuers and the Lenders shall treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company 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, the Administrative Agent, any Swing Line Lender or any L/C Issuer, sell
participations to any Person (other than a natural Person (or
a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person),
a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender’s participations in L/C Obligations and/or 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,
the Lenders and each L/C Issuer 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 10.04 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 10.01 that affects such
Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant, shall be entitled, through
the applicable Lender, 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. 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 10.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.13 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 relevant Loan Party, 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 or successor provisions.
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.


 


(e)          
Limitations upon Participant Rights. A
Participant shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05 than the
applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. Without limiting
the foregoing, a Participant shall not be entitled to the benefits of Section 3.01 unless the Company is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section
3.01(f) as though it were a Lender.


 


(f)           
Certain Pledges. Any Lender may at any
time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s),
if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank
or any other central banking authority; 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.


 






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(g)          
[Intentionally Omitted]


 


(h)          
Resignation as L/C Issuer or Swing Line Lender
after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America, Barclays or JPMorgan
assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America (and any of its relevant Affiliates’,
including the AffiliateAffiliates
acting as Swing Line Lender for Swing
Line Loans denominated in Euros), Barclays or JPMorgan, as the case may be, may, upon 30 days’ notice to the Company and
the Lenders, resign as an L/C Issuer and/or as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing
Line Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or 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 (and its applicable Affiliate), Barclays or JPMorgan, as the case may be, as an L/C Issuer or as Swing Line Lender,
as the case may be. If Bank of America (and
any of its applicable Affiliates),
Barclays or JPMorgan resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer
hereunder with respect to all Letters of Credit and Bankers’ Acceptances outstanding, and all Bankers’ Acceptances
issuable under ay Acceptance Credit outstanding, as of the effective date of its resignation as an L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations
in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America (and any of its
applicable Affiliates), Barclays or JPMorgan resigns as a Swing Line Lender, it shall retain all the rights of
a 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 other Lenders to make Base Rate Committed Loans or Eurocurrency Rate Loans
or fund risk participations in outstanding Swing Line Loans made by it pursuant to Section 2.04(c). Upon the appointment
of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of such retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession
or make other arrangements satisfactory to Bank of America, to Barclays or to JPMorgan, as the case may be, to effectively assume
the obligations of Bank of America, Barclays or JPMorgan, as the case may be, with respect to such Letters of Credit.


 






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10.07     
Treatment of Certain Information; Confidentiality.
Each of the Administrative Agent, the Lenders and the L/C Issuers agrees on its own behalf and on behalf of its Affiliates to
keep confidential all non-public Information (as defined below) provided to it by the Company or any of its Subsidiaries pursuant
to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent, any Lender
or any L/C Issuer from disclosing any such Information (a) to its Affiliates and to its Related Parties (so long as each such
Person has been informed of the confidential nature of such Information and instructed to keep such Information confidential)
solely for the purposes of, or otherwise in connection with, this Agreement, the other Loan Documents and the transactions contemplated
hereby and thereby, (b) subject to an express agreement to maintain the confidentiality of such Information in compliance with
the provisions of this Section 10.07, 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
2.15(d) or Section 2.16(c) or (ii) any actual or prospective direct or indirect counterparty to any Swap Contract (or
any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants and other professional
advisors or those of any of its Affiliates, or of any Affiliate of any Lender or L/C Issuer, in each case who have a need to know
such Information in accordance with customary business practices (it being understood that the person to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(d) upon the request or demand of any governmental or regulatory authority purporting to have jurisdiction over such Person or
its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (e)
in response to any order of any court or other governmental or regulatory authority (including by subpoena or similar legal process)
or as may otherwise be required pursuant to any requirement of Law, (f) if required to do so in connection with any litigation
or similar proceeding, (g) that has been publicly disclosed, other than as a result of a disclosure by the Administrative Agent,
any Lender or any L/C Issuer or any of their respective employees, directors, agents, attorneys, accountants and other professional
advisors or those of any of their respective affiliates, in violation of this paragraph, (h) upon the request of any rating agency
when required by it, (i) upon the request of the CUSIP Service Bureau or any similar organization, (j) in connection with the
exercise of any remedy hereunder or under any of the Loan Documents or any action or proceeding (including the preparation of
any defense) relating to this Agreement, any other Loan Document or any transaction or matter related thereto, or the enforcement
of rights hereunder or thereunder, (k) to any other party hereto or (l) with the consent of the Company. The Administrative Agent,
any Lender or any L/C Issuer shall, prior to any disclosure under clause (d), (e), (f), (h) or (i) above to (x) any governmental
or regulatory authority that does not have supervisory, regulatory or other similar authority with respect to the Administrative
Agent, such Lender or such L/C Issuer and that is seeking such disclosure solely in connection with an investigation, litigation
or other proceeding that does not otherwise involve the Administrative Agent, such Lender or such L/C Issuer or (y) any other
person that is not a governmental or regulatory authority, notify the Company of any request for the disclosure of any such non-public
Information so as to provide the Company with the reasonable opportunity to obtain a protective order or other comparable relief;
provided that no such notification will be required if the Administrative Agent, such Lender or such L/C Issuer (or their
respective counsel) reasonably determines that such notification would be prohibited by applicable Law or court order. None of
the Administrative Agent or any Lender will make available to the Company or any of its Affiliates confidential Information that
they have obtained or may obtain from any other customer. The Administrative Agent, each Lender and each L/C Issuer are permitted
to access, use and share with any of their respective bank or non-bank Affiliates, agents, advisors (legal or otherwise) or representatives
any Information concerning the Company or any of its Affiliates that is or may come into the possession of the Administrative
Agent, any Lender, any L/C Issuer or any of such Affiliates; provided that, in each case, such Information shall be used
solely in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.


 


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, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


 


Each
of the Administrative Agent, the Lenders and each L/C Issuer 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 Federal and state securities Laws.


 


Notwithstanding
anything to the contrary herein, each of the Administrative Agent, the Lenders and each L/C Issuer acknowledges that some or all
of the Information as defined in this Section 10.07 is or may be price sensitive information and that the use of such Information
may be regulated or prohibited by applicable legislation including securities laws relating to insider trading (under the German
Securities Trading Act (Wertpapierhandelsgesetz – wphg) or otherwise) and each of the Administrative Agent, the Lenders
and each L/C Issuer undertakes not to use any Information for any unlawful purpose.


 






    	 	112	 



     


    

 


10.08     
Right of Setoff.
If an Event of Default exists, each Lender, each L/C Issuer 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, such L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower against
any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such
Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate
shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower may
be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer 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 2.18 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers
and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable
detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender,
each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Notwithstanding anything to the contrary
contained herein, each Lender, each L/C Issuer and their respective Affiliates shall have no right to set off and apply any deposits
held or other obligations owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of any
Foreign Obligor against any of the obligations of any Borrower which is not a Foreign Obligor. Each Lender and each L/C Issuer
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. Notwithstanding the foregoing, to
the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received
from, or set off with respect to, the Company shall be applied to any Excluded Swap Obligations of the Company.


 


10.09     
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.


 


10.10    
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, the other Loan
Documents and any separate letter agreements with respect to fees payable to any L/C Issuer 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 manes (e.g. “pdf” or “tif”) shall be effective
as delivery of a manually executed counterpart of this Agreement.


 






    	 	113	 



     


    

 


10.11    
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 and the making of any
Credit Extension. 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.


 


10.12    
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 10.12, 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, the L/C Issuers or the Swing Line Lenders, as applicable, then such provisions shall
be deemed to be in effect only to the extent not so limited.


 


10.13    
Replacement of Lenders.
If the Company is entitled to replace a Lender pursuant to Section 3.06, if any Lender is a Defaulting Lender, if the obligation
of any Lender to make or continue Eurocurrency Rate Loans is suspended pursuant to Section 3.02, if any Lender is a Non-Participating
Lender, if any Lender is a Non-Extending Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that
gives the Company the right to replace a Lender as a party hereto, 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 10.06), 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 10.06(b);


 


(b)          
such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and L/C Advances, 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 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;


 






    	 	114	 



     


    







 



 


(d)               
 in the event such Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment,
to each matter in respect of which such Lender was a Non-Consenting Lender and the Company also requires each other Lender that
is a Non-Consenting Lender to assign its Loans and Commitments; and


 


(e)               
such assignment does not conflict with applicable Laws.


 


A Lender
shall not be required to make any such assignment or delegation if, prior thereto and promptly after notice to such Lender of
the Company’s intent to replace such Lender, 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.


 


10.14       
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 BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE
ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER 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, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)               
WAIVER OF VENUE. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY 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.


 






    115 


     


    

 


(d)               
SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY APPLICABLE LAW.


 


10.15       
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.


 


10.16       
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), each Borrower
acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial
transactions between the Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers
and the Lenders, on the other hand, (B) each of the Borrowers has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) each 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 Arrangers 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 the Borrowers or any of their respective
Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the
Borrowers or any of their respective 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 Arrangers 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 Borrowers and their respective Affiliates, and neither the Administrative Agent, the Arrangers nor any Lender has any obligation
to disclose any of such interests to the Borrowers or any of their respective Affiliates. To the fullest extent permitted by law,
the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers 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.


 


10.17       
Electronic Execution of Assignments and Certain Other Documents. The words “delivery”,
“execute,” “execution,” “signed,” “signature,” and words of like import
in any Loan Document, Assignment and Assumption or any other document executed in connection herewith (including 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, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to
the contrary none of the Administrative Agent, the L/C Issuers, or any Lender is under any obligation to agree to accept electronic
signatures in any form or in any format unless expressly agreed to by the Administrative Agent, such L/C Issuer or such Lender
pursuant to procedures approved by it; provided, further, that without limiting the foregoing, upon the request
of any party, any electronic signature shall be promptly followed by such manually executed counterpart.


 






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10.18       
USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies each Borrower, which information includes the name and address of such 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. Each
reference to the “Company” in this Section 10.18 shall also include any successor pursuant to Section 7.02.


 


10.19       
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 the Lenders 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).


 


10.20       
Appointment of Company. Each of the Loan Parties hereby appoints the Company to act as its agent for
all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection
herewith and agrees that (a) the Company may execute such documents and provide such authorizations on behalf of such Loan Parties
as the Company deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such
document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C
Issuer or a Lender to the Company shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or
the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Company
on behalf of each of the Loan Parties.


 






    117 


     


    

 


10.21       
Acknowledgement and Consent to Bail-In of EEAAffected
Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any 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 party hereto
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 entityundertaking,
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.


 


10.22       
Acknowledgement
Regarding Any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement
or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the
parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under
the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and
QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in
fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):


 


 


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


 


[Signature
Pages Omitted]


 






    118 


     


    

  


ANNEX A


 


Exhibit D to Amended Credit Agreement
(Compliance Certificate)


 


[See Attached]


 






    


     


    

 


EXHIBIT D


 


[FORM OF]


COMPLIANCE
CERTIFICATE


 


Financial Statement Date: __________, ____


 


	To:	Bank of America, N.A., as Administrative Agent




 


Ladies and Gentlemen:


 


Reference is made to
that certain Credit Agreement, dated as of July 1, 2016 (as amended, restated, extended, supplemented or otherwise modified
in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined),
among Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), the Designated Borrowers from time
to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and Bank of
America, N.A., Barclays Bank PLC and JPMorgan Chase Bank, N.A., as L/C Issuers and Swing Line Lenders.


 


The undersigned [chief
executive officer] [chief financial officer] [treasurer] [assistant treasurer] [controller] of the Company hereby certifies as
of the date hereof that he/she is the _______________________________ of the Company, and that, as such, he/she is authorized to
execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company, and that:


 


[Use following paragraph 1 for fiscal
year-end financial statements]


 


1.            Attached
hereto as Schedule 1 are the year-end audited financial statements required to be delivered by Section 6.01(a) of
the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent
certified public accountant required by such section; and


 


[Use following paragraph 1 for fiscal
quarter-end financial statements]


 


1.            Attached
hereto as Schedule 1 are the unaudited financial statements required to be delivered by Section 6.01(b) of
the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial
condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and
for such period, subject only to normal year-end audit adjustments and the absence of footnotes; and


 


[select one:]


 


[to the best knowledge
of the undersigned during such fiscal period, the Company performed and observed each covenant and condition of the Loan Documents
applicable to it, and no Default exists.]


 


--or--


 


[the following covenants
or conditions have not been performed or observed, and the following is a list of each such Default and its nature and status:]


 


2.            The
financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the
date of this Compliance Certificate.


 


D-2


Form of Compliance Certificate


 






    


     


    

 





IN WITNESS WHEREOF,
the undersigned has executed this Compliance Certificate as of _____________________, _____________.


 


THERMO FISHER SCIENTIFIC INC.


 


	By:	 	 
	Name:	 	 
	Title:	 	 



 


D-3


Form of Compliance Certificate


 






    


     


    

 


For the Quarter/Year ended __________________
(“Statement Date”)


 


SCHEDULE 2


 


to the Compliance Certificate


 


($ in 000’s)


 


Consolidated EBITDA for four fiscal quarters
ending on above date (the “Subject Period”)


 


(in accordance with the definition of Consolidated
EBITDA as set forth in the Agreement)


 


	Consolidated

EBITDA	Quarter

Ended	Quarter

Ended	Quarter

Ended	Quarter

Ended	Twelve Months

 Ended
	
        Consolidated Net Income

         
	 	 	 	 	 
	
        + income tax expense

         
	 	 	 	 	 
	
        + interest expense, amortization or writeoff of debt discount
        and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans)

         
	 	 	 	 	 
	
        + depreciation and amortization expense

         
	 	 	 	 	 
	
        + amortization of intangibles and organization costs

         
	 	 	 	 	 
	
        + extraordinary, unusual or non-recurring non-cash
expenses or losses (including, whether or not otherwise includable as a separate item in the statement of Consolidated Net Income
for Subject Period, non-cash losses on sales of assets outside of the ordinary course of business)
	 	 	 	 	 




 


D-4


Form of
Compliance Certificate



 






    


     


    

 



	Consolidated

EBITDA	Quarter

Ended	Quarter

Ended	Quarter

Ended	Quarter

Ended	Twelve Months

 Ended
	
        + any extraordinary, unusual or non-recurring cash expenses
        or losses to the extent they do not exceed, in the aggregate, $75,000,000 during Subject Period

         
	 	 	 	 	 
	
        + stock-based compensation expense

         
	 	 	 	 	 
	+ non-recurring cash charges incurred in the four consecutive fiscal quarter period commencing with the quarter during which the applicable transaction described in clause (a) or (b) below is consummated, (a) related to the Acquisition, including related non-recurring integration costs of the Company and its Subsidiaries, in an aggregate amount not to exceed $300,000,000 in the aggregate for such four consecutive fiscal quarter period and (b) related to any other  Qualified Acquisition, including related non-recurring integration costs of the Company and its Subsidiaries, in an aggregate amount not to exceed $250,000,000 for each such Qualified Acquisition for such four consecutive fiscal quarter period	 	 	 	 	 
	
        - interest income
	 	 	 	 	 



 


D-5


Form of
Compliance Certificate


 






    


     


    

 


	Consolidated

EBITDA	Quarter

Ended	Quarter

Ended	Quarter

Ended	Quarter

Ended	Twelve Months

 Ended
	
        - extraordinary, unusual or non-recurring non-cash income or
        gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for Subject
        Period, non-cash gains on the sales of assets outside of the ordinary course of business)

         
	 	 	 	 	 
	
        - extraordinary, unusual or non-recurring cash income or gains
        to the extent they exceed, in the aggregate, $75,000,000 during Subject Period

         
	 	 	 	 	 
	
        - income tax credits (to the extent not netted from income tax
        expense)

         
	 	 	 	 	 
	
        Consolidated EBITDA
	 	 	 	 	 


 


Consolidated Interest Expense for four fiscal
quarters ending on the Subject Period


 


(in accordance with the definition of Consolidated
Interest Expense as set forth in the Agreement)


 


	Consolidated Interest Expense	Quarter

Ended	Quarter

Ended	Quarter

Ended	Quarter

Ended	Twelve Months

 Ended
	
        + total cash interest expense (including that attributable to
        Capital Lease Obligations) for Subject Period with respect to all outstanding Indebtedness

         
	 	 	 	 	 
	
        - commissions, discounts and other fees and charges owed with
        respect to letters of credit and bankers’ acceptance financing but including net costs under Swap Contracts in respect of
        interest rates to the extent such net costs are allocable to the Subject Period in accordance with GAAP

         
	 	 	 	 	 
	Consolidated Interest Expense	 	 	 	 	 


 


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Form of Compliance Certificate



 






    


     


    

 


		I.	Section 7.03 – Consolidated Net Leverage Ratio.



 


	A.	Indebtedness of the Company and its Subsidiaries at Statement Date:

                                                                                 
	$
	B.	Unrestricted cash and cash equivalents (but, for the avoidance of doubt (and without duplication of the effect of the provisos to Sections 7.03 and 7.04 of the Credit Agreement), excluding the netting of any proceeds of Acquisition Debt or any Indebtedness in favor of the Target excluded from Indebtedness pursuant to Section 7.03 or 7.04 of the Credit Agreement) of the Company and its Subsidiaries as of such Statement Date:

                                                                                 
	$__________
	C.	Consolidated EBITDA for Subject Period1:

                                                                                 
	$
	D.	
        Consolidated Net Leverage Ratio ((Line I.A – Line I.B)
        ÷ Line I.C)2:

         
	$
	E.	Maximum Permitted Consolidated Net Leverage Ratio for the following Subject Periods3:

                                                                                 
	 
	 	(a)   Starting with the fiscal quarter ended June 30, 2020:

                                                                                 
	5.0 to 1.0
	 	
        (b)   For
        the two consecutive fiscal quarters of the Company starting on the the earlier of (a) the last day of the first fiscal quarter
        of 2022 and (b) the third full fiscal quarter ending after the Acquisition Closing Date:

         
	4.0 to 1.0
	 	(c)   For each fiscal quarter thereafter:

                                                                                 
	3.5 to 1.0
	F. 	Qualified Acquisition Step-Ups4:

                                                                                 
	 
	 	(a)   At any time the required Consolidated Net Leverage Ratio has stepped down to be 4.0 to 1.0 or less: at the Company’s election within 30 days of a Qualified Acquisition being consummated, for the two consecutive fiscal quarters ended immediately on or after the date such Qualified Acquisition is consummated:

                                                                                 
	4.5 to 1.0



 





 







	1 	Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Acquisition (if consummated) and any other
acquisition or sale of a Subsidiary or operating division thereof consummated during such period, in each case, for more than
$3,000,000,000.



 





	2	(x) At any time after the definitive agreement for any Qualified Acquisition shall have been executed (or, in the case of a Qualified
Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation
of such Qualified Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such Indebtedness
ceases to constitute Acquisition Debt)), any Acquisition Debt (and the proceeds of such Acquisition Debt) shall be excluded from
the determination of the Consolidated Net Leverage Ratio and (y) Indebtedness incurred by the Company or any of its Subsidiaries
in favor of Target or any of its Affiliates in connection with the Acquisition pursuant to the terms of the Acquisition Agreement
shall not constitute Indebtedness for purposes of calculating the maximum Consolidated Net Leverage Ratio.




 


	3	As applicable, levels subject to Qualified Acquisition step ups per F below.




 


	4	Applicable, if elected by the Company pursuant to a consummated Qualified Acquisition, pursuant to the terms of the Agreement,
upon the earlier of the Acquisition Closing Date and the termination of the Acquisition prior to the Acquisition Closing Date.



 


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Form of Compliance Certificate


 






    


     


    

 



	 	(b)   For the next two consecutive fiscal quarters ended immediately following the first two consecutive fiscal quarters ended on or after the date such Qualified Acquisition is consummated:

                                                                                 
	4.0 to 1.0
	 	(c)   Each fiscal quarter thereafter5: 	3.5 to 1.0


 


		II.	Section 7.04 – Consolidated Interest Coverage Ratio.



 


	A.	Consolidated EBITDA for Subject Period: 

                                                                                 
	$
	B.	Consolidated Interest Expense for Subject Period:

                                                                                 
	$
	C.	
        Consolidated Interest Coverage Ratio (Line I.A ÷ Line
        I.B)6:

         
	$
	D.	Minimum Permitted Consolidated Interest Coverage Ratio:	3.0 to 1.0


 




























 






	5 	The step-up in the Consolidated Leverage Ratio described in Section F, (a)-(c) may occur multiple times over the life of the Credit
Agreement, provided that the Consolidated Leverage Ratio test must step back down to 3.5 to 1.0 and be tested for at least
one fiscal quarter prior to such ratio being permitted to step up based on a new Qualified Acquisition.




 


	6	(x) At any time after the definitive agreement for any Qualified Acquisition shall have been executed (or, in the case of a Qualified
Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation
of such Qualified Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such Indebtedness
ceases to constitute Acquisition Debt)), any Acquisition Debt (and the proceeds of such Acquisition Debt) shall be excluded from
the determination of the Consolidated Interest Coverage Ratio and (y) Indebtedness incurred by the Company or any of its Subsidiaries
in favor of Target or any of its Affiliates in connection with the Acquisition pursuant to the terms of the Acquisition Agreement
shall not constitute Indebtedness for purposes of calculating the minimum Consolidated Interest Coverage Ratio




 


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Form of Compliance Certificate