Exhibit 10.1


 





 






Published CUSIP Numbers:


Deal: 92220RAH4


Revolver: 92220RAJ0




 


CREDIT AGREEMENT


 


Dated as of April 3, 2018


 


among


 


VARIAN MEDICAL SYSTEMS,
INC.,


as the Borrower,


 


BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,


 


and


 


The Other Lenders Party Hereto


 


MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED,


WELLS FARGO BANK, N.A.,



CITIBANK, N.A., 


DNB MARKETS, INC., 


FIFTH THIRD BANK, 


JPMORGAN CHASE BANK, N.A.,



PNC CAPITAL MARKETS LLC,



RBC CAPITAL MARKETS,


SUMITOMO MITSUI BANKING
CORPORATION,


and


TD BANK, N.A.,


as Joint Lead Arrangers


 


MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED


and


WELLS FARGO SECURITIES


as Joint Bookrunners


 


WELLS FARGO BANK, N.A.


CITIBANK, N.A., 


DNB BANK ASA, NEW YORK
BRANCH, 


FIFTH THIRD BANK, 


JPMORGAN CHASE BANK, N.A.,



PNC BANK, NATIONAL ASSOCIATION,


ROYAL BANK OF CANADA,


SUMITOMO MITSUI BANKING
CORPORATION, 


and


TD BANK, N.A.,


as Co-Syndication Agents and
Co-Documentation Agents




 





 



 




     


     


    

 


TABLE
OF CONTENTS


 


	Section	 	Page
	 	 	 
	ARTICLE I.	DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	32
	1.03	Accounting Terms	33
	1.04	Rounding	33
	1.05	Times of Day	34
	1.06	Letter of Credit Amounts	34
	 	 	 
	ARTICLE II.	the COMMITMENTS and Credit Extensions	34
	 	 	 
	2.01	Loans	34
	2.02	Borrowings, Conversions and Continuations of Loans	35
	2.03	Letters of Credit	36
	2.04	Swing Line Loans	46
	2.05	Prepayments	49
	2.06	Termination or Reduction of Revolving Credit Commitments	50
	2.07	Repayment of Loans	50
	2.08	Interest	50
	2.09	Fees	51
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	51
	2.11	Evidence of Debt	52
	2.12	Payments Generally; Administrative Agent’s Clawback	53
	2.13	Sharing of Payments by Lenders	55
	2.14	Increase in Commitments	55
	2.15	Cash Collateral	57
	2.16	Defaulting Lenders	58
	2.17	Inability to Determine Rates	61
	 	 	 
	ARTICLE III.	TAXES, YIELD PROTECTION AND ILLEGALITY	62
	 	 	 
	3.01	Taxes	62
	3.02	Illegality	67
	3.03	Inability to Determine Rates	67
	3.04	Increased Costs; Reserves on Eurodollar Rate Loans	68
	3.05	Compensation for Losses	69
	3.06	Mitigation Obligations; Replacement of Lenders	70
	3.07	Survival	71
	 	 	 
	ARTICLE IV.	CONDITIONS PRECEDENT TO Credit Extensions	71
	 	 	 
	4.01	Conditions of Initial Credit Extension	71
	4.02	Conditions to all Credit Extensions	72


 




    	 	-ii-	 



     


    

 


	ARTICLE V.	REPRESENTATIONS AND WARRANTIES	73
	 	 	 
	5.01	Existence, Qualification and Power	73
	5.02	Authorization; No Contravention	73
	5.03	Governmental Authorization; Other Consents	74
	5.04	Binding Effect	74
	5.05	Financial Statements; No Material Adverse Effect	74
	5.06	Litigation	75
	5.07	No Default	75
	5.08	Ownership of Property; Liens	75
	5.09	Regulatory Compliance	75
	5.10	Insurance	75
	5.11	Taxes	75
	5.12	ERISA Compliance.	76
	5.13	Subsidiaries; Equity Interests	77
	5.14	Margin Regulations; Investment Company Act	77
	5.15	Disclosure	78
	5.16	Compliance with Laws	78
	5.17	Solvency	78
	5.18	Labor Matters	78
	5.19	Taxpayer Identification Number	78
	5.20	Intellectual Property; Licenses, Etc	78
	5.21	[Reserved]	78
	5.22	OFAC	79
	5.23	Anti-Corruption Laws	79
	5.24	EEA Financial Institutions	79
	 	 	 
	ARTICLE VI.	AFFIRMATIVE COVENANTS	79
	 	 	 
	6.01	Financial Statements	79
	6.02	Certificates; Other Information	80
	6.03	Notices	82
	6.04	Payment of Obligations	82
	6.05	Preservation of Existence, Etc	83
	6.06	Maintenance of Properties	83
	6.07	Maintenance of Insurance	83
	6.08	[Reserved]	83
	6.09	Compliance with Laws	83
	6.10	Books and Records	84
	6.11	Inspection Rights	84
	6.12	Use of Proceeds	84
	6.13	Compliance with FDA Regulations and Environmental Laws	84
	6.14	Covenant to Guarantee Obligations	84
	6.15	Further Assurances	85
	 	 	 
	ARTICLE VII.	NEGATIVE COVENANTS	86
	 	 	 
	7.01	Liens	86
	7.02	Investments	88
	7.03	Subsidiary Guarantees	89
	7.04	Fundamental Changes	90


 




    	 	-iii-	 



     


    

 


	7.05	Dispositions	90
	7.06	Restricted Payments	91
	7.07	Change in Nature of Business	92
	7.08	Transactions with Affiliates	92
	7.09	Burdensome Agreements	92
	7.10	Use of Proceeds	92
	7.11	Financial Covenants	93
	7.12	Amendment or Modification of Organization Documents	93
	7.13	Accounting Changes	93
	7.14	[Reserved]	93
	7.15	Sanctions	93
	7.16	Anti-Corruption Laws	93
	 	 	 
	ARTICLE VIII.	EVENTS OF DEFAULT AND REMEDIES	93
	 	 	 
	8.01	Events of Default	93
	8.02	Remedies Upon Event of Default	96
	8.03	Application of Funds	96
	 	 	 
	ARTICLE IX.	ADMINISTRATIVE AGENT	98
	 	 	 
	9.01	Appointment and Authority	98
	9.02	Rights as a Lender	98
	9.03	Exculpatory Provisions	98
	9.04	Reliance by Administrative Agent	99
	9.05	Delegation of Duties	100
	9.06	Resignation of Administrative Agent	100
	9.07	Non-Reliance on Administrative Agent and Other Lenders	102
	9.08	No Other Duties, Etc	102
	9.09	Administrative Agent May File Proofs of Claim	102
	9.10	Collateral and Guaranty Matters	103
	9.11	Secured Cash Management Agreements and Secured Hedge Agreements	103
	9.12	Certain ERISA Matters	104
	 	 	 
	ARTICLE X.	MISCELLANEOUS	106
	 	 	 
	10.01	Amendments, Etc	106
	10.02	Notices; Effectiveness; Electronic Communication	107
	10.03	No Waiver; Cumulative Remedies; Enforcement	109
	10.04	Expenses; Indemnity; Damage Waiver	110
	10.05	Payments Set Aside	112
	10.06	Successors and Assigns	113
	10.07	Treatment of Certain Information; Confidentiality	119
	10.08	Right of Setoff	120
	10.09	Interest Rate Limitation	120
	10.10	Counterparts; Integration; Effectiveness	120
	10.11	Survival of Representations and Warranties	121
	10.12	Severability	121
	10.13	Replacement of Lenders	121


 




    	 	-iv-	 



     


    

 


	10.14	Governing Law; Jurisdiction; Etc	122
	10.15	Waiver of Jury Trial	123
	10.16	No Advisory or Fiduciary Responsibility	124
	10.17	Electronic Execution of Assignments and Certain Other Documents	124
	10.18	USA PATRIOT Act	124
	10.19	[Reserved]	125
	10.20	Keepwell	125
	10.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	125


 




    	 	-v-	 



     


    

 


SCHEDULES


 


	 	2.01	Commitments and Applicable Percentages
	 	2.03	Existing Letters of Credit
	 	5.06	Litigation
	 	5.09	Regulatory Matters
	 	5.13	Subsidiaries; Other Equity Investments
	 	5.20	Intellectual Property Matters
	 	7.01	Existing Liens
	 	7.03	Existing Guarantees
	 	8.01(h)	Exception to Judgment Event of Default
	 	10.02	Administrative Agent’s Office; Certain Addresses for Notices
	 	10.06	Disqualified Institutions


 


EXHIBITS


 


	 	 	Form of
	 	 	 
	 	A	Loan Notice
	 	B	Swing Line Loan Notice
	 	C-1	Revolving Credit Note
	 	D	Compliance Certificate
	 	E-1	Assignment and Assumption
	 	E-2	Administrative Questionnaire
	 	F	Guaranty
	 	G	Opinion of DLA Piper
	 	I-1	U.S. Tax Compliance Certificate
	 	I-2	U.S. Tax Compliance Certificate
	 	I-3	U.S. Tax Compliance Certificate
	 	I-4	U.S. Tax Compliance Certificate
	 	J	Secured Party Designation Notice
	 	K	Funding Indemnity Letter
	 	L	Report of Letter of Credit Information


 




    	 	-vi-	 



     


    

 


CREDIT
AGREEMENT


 


This CREDIT AGREEMENT (“Agreement”)
is entered into as of April 3, 2018, among VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Borrower”),
each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”),
and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


The Borrower 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:


 


“Accelerated Share
Repurchases” means purchases, redemptions, and other acquisitions by the Borrower of shares of its common stock consistent
with past practice and approved by the Administrative Agent.


 


“Acquired EBITDA”
means, with respect to any Acquired Entity acquired during the applicable Measurement Period, Consolidated EBITDA for such Acquired
Entity (determined as if references to the Borrower and the Subsidiaries in the definition of Consolidated EBITDA were references
to such Acquired Entity and its Subsidiaries on a consolidated basis) for the most recent four (4) fiscal quarter period preceding
the acquisition thereof, as adjusted (without duplication) by verifiable expense reductions and other add-backs described in clause
(a)(viii)(B) of the definition of Consolidated EBITDA, in each case such adjustments (if any) to be calculated on a quarter by
quarter basis by the Loan Parties and as reasonably acceptable to Administrative Agent.


 


“Acquired Entity”
means (a) any Person that becomes a Subsidiary of the Borrower as a result of an Acquisition or (b) any business entity or division
of a Person, all or substantially all of the assets and business of which are acquired by the Borrower or a Subsidiary of the Borrower
pursuant to an Acquisition.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or division of a Person (other than a Person that is
a Subsidiary), (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or
equity of any Person (other than a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c)
a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary).


 




    	 	-1-	 



     


    

 


“Acquisition Leverage
Ratio Notice” means a written notice from the Borrower to the Administrative Agent (a) delivered not later than the date
by which the Loan Parties are required to provide financial statements pursuant to Sections 6.01(a) and (b) for the most recently
ended fiscal quarter or fiscal year, as the case may be, in which the Borrower seeks to invoke an adjustment to the Consolidated
Net Leverage Ratio, and (b) which describes the Acquisition which formed the basis for such request (including without limitation,
a calculation of the Consolidated Net Leverage Ratio, calculated on a pro forma basis immediately prior to and after giving effect
to such Acquisition) and otherwise in form and substance reasonably satisfactory to the Administrative Agent.


 


“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, or such other address or account with respect to such currency as the Administrative
Agent may from time to time notify to the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form
approved by the Administrative Agent.


 


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


 


“Aggregate Commitments”
means the Commitments of all the Lenders. As of the Closing Date the Aggregate Commitments shall be $1,800,000,000.


 


“Aggregate Revolving
Credit Commitments” means the Revolving Credit Commitments of all the Revolving Credit Lenders. As of the Closing Date,
the Aggregate Revolving Credit Commitments shall be $1,800,000,000.


 


“Agreement”
means this Credit Agreement.


 


“Applicable Percentage”
means with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate
Revolving Credit Commitments represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, in each
case, subject to adjustment as provided in Section 2.16. If the commitment of each Revolving Credit Lender to make Revolving
Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02,
or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect
of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect
of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage
of each Lender in respect of each Facility 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 the following percentages per annum, based upon the Consolidated Net Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(b):


 




    	 	-2-	 



     


    

 


	 	 	 	 	Revolving Credit Loans	 
	Pricing

    Level	 	Consolidated Net
 Leverage
    Ratio	 	Commitment
 Fee	 	 	Eurodollar
 Rate
    +
 Letters of
 Credit	 	 	Base Rate +	 
	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	Less than 1.00 to 1.00	 	 	0.125	%	 	 	1.0000	%	 	 	0.000	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00	 	 	0.150	%	 	 	1.125	%	 	 	0.125	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	Greater than or equal to 2.00 to 1.00 but less than 3.00 to 1.00	 	 	0.200	%	 	 	1.250	%	 	 	0.250	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	Greater than or equal to 3.00 to 1.00	 	 	0.250	%	 	 	1.375	%	 	 	0.375	%




 


Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required
Lenders, Pricing Level 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required
to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable
Rate in effect from the Closing Date through the date immediately prior to the consummation of the Sirtex Acquisition (and the
prompt delivery of the Compliance Certificate in connection therewith pursuant Section 6.02(a)) shall be determined based
upon Pricing Level 2. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable
Rate for any period shall be subject to the provisions of Section 2.10(b).


 


“Applicable Revolving
Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s
Applicable Percentage in respect of the Revolving Credit Facility at such time.


 


“Appropriate Lender”
means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan
under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters
of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line
Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving
Credit Lenders.


 


“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.


 




    	 	-3-	 



     


    

 


“Arranger”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as joint lead arranger and joint bookrunner.


 


“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-1 or any other form (including electronic documentation generated by MarkitClear or other electronic platform)
approved by the Administrative Agent.


 


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


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended
September 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows
for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.


 


“Availability
Period” means, in respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest
of (a) the Maturity Date for the Revolving Credit Facility, (b) the date of termination of the Revolving Credit Commitments pursuant
to Section 2.06, and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit
Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


 


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


 


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


 


“Bank of America”
means Bank of America, N.A. 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 Eurodollar Rate 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.


 




    	 	-4-	 



     


    

 


“Base Rate Loan”
means a Revolving Credit Loan that bears interest based on the Base Rate.


 


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


 


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


 


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


 


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


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or
are in fact closed in, the state where the Administrative Agent’s Office is located and if such day relates to any interest
rate settings as to a Eurodollar Rate Loan, means any such day that is also a London Banking Day.


 


“Capital Expenditures”
means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed
or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes
of this definition, the purchase price of equipment that is purchased promptly with the trade-in of existing equipment or with
insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price
exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such
insurance proceeds, as the case may be.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the
Revolving Credit Lenders, as collateral for L/C Obligations or obligations of the Revolving Credit Lenders to fund participations
in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree
in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the 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.


 


“Cash Management
Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Loan Party, 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 Loan Party, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be
a Lender or such Person’s Affiliate ceased to be a Lender); provided, however, that for any of the foregoing
to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the
applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered
a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.


 




    	 	-5-	 



     


    

 


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


 


“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 Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of
the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the
Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire
pursuant to any option right); or


 


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


 


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


 




    	 	-6-	 



     


    

 


“Code”
means the Internal Revenue Code of 1986.


 


“Commitment”
means a Revolving Credit Commitment, as the context may require.


 


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


 


“Competitor”
means any Person that is a bona fide direct competitor of the Borrower, or any of such Person’s Subsidiaries in the same
industry or a substantially similar industry which offers a substantially similar product or service as the Borrower or any of
its Subsidiaries.


 


“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.


 


“Consolidated
EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated
Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated
Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower
and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) other non-recurring expenses of the
Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future
period, (v) cost of employee services received in share-based payment transactions (in accordance with FASB ASC 718) which do not
represent a cash item in such period or any future period, (vi) non-cash charges and losses, including, without limitation, any
loan impairments, any non-cash loss or expense (or income or gain) due to the application of FASB ASC 815-10 regarding hedging
activity and FASB ASC-350 regarding impairment of goodwill, (vii) costs, fees, charges or expenses incurred by the Borrower in
connection with the Spin-Off, (viii) (A) costs, fees, charges and expenses incurred in connection with any Acquisition and Disposition
permitted hereunder, whether or not consummated, and (B) costs, fees, charges and expenses incurred in connection with severance
costs, relocation costs, integration and facilities opening and closing costs, signing costs, retention or completion bonuses,
transition costs and restructuring charges or reserves related to Acquisitions consummated after the date hereof; provided that
the aggregate amount added back pursuant to this clause (viii) shall not exceed 10% of Consolidated EBITDA in the aggregate for
such Measurement Period (calculated before giving effect to this clause (viii)), and minus (b) the following to the extent
included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Borrower
and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period.


 




    	 	-7-	 



     


    

 


There shall be included
in determining Consolidated EBITDA, without duplication, (i) the Acquired EBITDA of any Acquired Entity owned, directly or indirectly,
by the Loan Parties as a result of the Sirtex Acquisition, plus (ii) the Acquired EBITDA of any Acquired Entity owned, directly
or indirectly, by the Loan Parties for which the total consideration paid or payable (including without limitation, all transaction
costs, assumed Indebtedness and liabilities incurred, assumed or reflected on a consolidated balance sheet of the Loan Parties
and their Subsidiaries after giving effect to such Acquisition and the maximum amount of all deferred payments, including earnouts)
was greater than or equal to $25,000,000 (each, a “Material Acquisition”) and for which the Administrative Agent
has received financial statements pursuant to Section 6.01(b) for less than four (4) fiscal quarters, minus (iii) with respect
to any Material Disposition consummated within the Measurement Period, Consolidated EBITDA (if any) attributable to the Subsidiary,
profit centers or other asset which is the subject of such Material Disposition from the beginning of such period until the date
of consummation of such Material Disposition.


 


In determining Consolidated
EBITDA for purposes of calculating the Consolidated Net Leverage Ratio, (A)(i) in connection with a Revolving Credit Increase pursuant
to Section 2.14(a) where such increase is being made to finance an Acquisition or (ii) under Section 7.02(f), pro forma effect
shall be given to the Target EBITDA of the Target to be acquired in the Acquisition or (B) in the case of the Sirtex Acquisition,
the Consolidated EBITDA of Sirtex Medical Limited for the most recent four (4) fiscal quarter period preceding the Sirtex Acquisition
shall be determined as follows: an amount equal to the product of (i) $195,036 multiplied by (ii) 365 minus the number of days
that have elapsed since the consummation of the Sirtex Acquisition.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated
basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments,
(b) all purchase money Indebtedness, (c) all direct, non-contingent obligations arising under letters of credit (including standby
and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (in each case limited to the
extent drawn and not yet reimbursed), (d) all obligations in respect of the deferred purchase price of property or services (other
than trade accounts and intercompany accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect
of capital leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness
of the types specified in clauses (a) through (e) above of Persons other than the Borrower or any Subsidiary, and
(g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is
a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.


 


“Consolidated
Funded Net Indebtedness” means, Consolidated Funded Indebtedness net of unrestricted cash and Cash Equivalents of the
Loan Parties of up to $150,000,000 which is maintained in accounts held in the United States at Bank of America or any other Lender.


 


“Consolidated
Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, cash interest
expense determined in accordance with GAAP, consistently applied.


 




    	 	-8-	 



     


    

 


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


 


“Consolidated
Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the
Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses and the related tax effects thereon) for
that period as determined in accordance with GAAP.


 


“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.


 


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


 


“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.


 


“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 under the Revolving Credit Facility, as applicable, plus
(iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an
interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and
(b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate under the Revolving Credit Facility
plus 2% per annum.


 




    	 	-9-	 



     


    

 





“Defaulting Lender” means,
subject to Section 2.16(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 unless such Lender notifies the Administrative Agent and the
Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such
writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other
Lender any other amount required to be paid by it hereunder (including, in the case of any Revolving Credit Lender, in respect
of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified
the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with
its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates
to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination
that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically
identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written
request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower 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 Borrower),
or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief
Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors
or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance
Corporation or any other state or federal regulatory authority acting in such a capacity; or (iii) become the subject of
a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition
of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as
such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United
States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective
date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section 2.16(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 Borrower, the L/C Issuer, the Swing Line Lender
and each other Lender promptly following such determination. 


 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license, 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 Involuntary Disposition.


 




    	 	-10-	 



     


    

 


“Disqualified
Institution” means, on any date, (a) any Person set forth on Schedule 10.06 and (b) any other Person that
is a Competitor, which Person has been designated by the Borrower as a “Competitor” by written notice to the Administrative
Agent (which such notice shall specify such Person by exact legal name) and the Lenders (including by posting such notice to the
Platform) not less than five (5) Business Days prior to such date; provided that “Disqualified Institutions”
shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written
notice delivered to the Administrative Agent from time to time; provided, further, that any bona fide debt fund or
investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions
of credit in the ordinary course of business which is managed, sponsored or advised by any Person Controlling, Controlled by or
under common Control with such Competitor or its Controlling owner and for which no personnel involved with the competitive activities
of such Competitor or Controlling owner (i) makes any investment decisions for such debt fund or (ii) has access to any confidential
information (other than publicly available information) relating to the Borrower and its Subsidiaries shall be deemed not to be
a Competitor of the Borrower or any of its Subsidiaries.


 


“Disqualified
Institution List” has the meaning set forth in Section 10.06(f)(iv).


 


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


 


“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any state or other political subdivision (including the District of Columbia)
of the United States.


 


“Earn Out Obligations”
means, with respect to an Acquisition, all obligations of the Borrower to make earn out or other contingency payments (including
purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation
relating to such Acquisition. The amount of any Earn Out Obligations at the time of determination shall be the aggregate amount,
if any, of such Earn Out Obligations that are required at such time under GAAP to be recognized as liabilities on the consolidated
balance sheet of the Borrower.


 


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


 


“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 Section 10.06(b)(iii) and (v) (subject to such
consents, if any, as may be required under Section 10.06(b)(iii)). For the avoidance of doubt, any Disqualified Institution
is subject to Section 10.06(f).


 


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


 




    	 	-11-	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	-12-	 



     


    

 


“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.


 


“Eurodollar Rate”
means:


 


(a)          for
any Interest Period, with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”)
or a comparable or successor rate, which rate is approved by the Administrative Agent, as 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 Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and


 


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


 


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


 


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


 


“Eurodollar Rate
Loan” means a Revolving Credit Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar
Rate.”


 


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


 


“Excluded Swap
Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any
Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures
Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for
any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after
giving effect to Section 10.20 or Section 28 of the Guaranty and any other “keepwell, support or other agreement”
for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties)
at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect
to such Swap Obligation. 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 Guaranty or security interest is
or becomes excluded in accordance with the first sentence of this definition.


 




    	 	-13-	 



     


    

 


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


 


“Existing Credit
Agreement” means that certain Credit Agreement dated as of September 1, 2017, as amended, supplemented or otherwise modified
prior to the date hereof, among the Borrower, the lenders from time to time party thereto, and Bank of America, N.A., as administrative
agent, swing line lender and L/C issuer.


 


“Existing Letters
of Credit” means the letters of credit issued by JPMorgan Chase Bank, N.A. and identified on Schedule 2.03 attached
hereto.


 


“Facility”
means the Revolving Credit Facility.


 


“Facility Termination
Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated,
(b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have
terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative
Agent and the L/C Issuer shall have been made).


 


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


 


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


 


“FDA”
means the U.S. Food and Drug Administration, together with any comparable regulatory agency or other Governmental Authority existing
under the laws of any non-U.S. jurisdiction.


 


“FDA Regulations” means any
Laws relating to or administered by the FDA.


 




    	 	-14-	 



     


    

 


“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 arranged by Federal funds brokers 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.


 


“Fee Letter”
means the letter agreement, dated February 26, 2018, among the Borrower, the Administrative Agent
and the Arranger.


 


“First Tier Foreign Subsidiary”
means a Foreign Subsidiary that is a direct Subsidiary of the Borrower or of a Domestic Subsidiary.


 


“Foreign Government
Scheme or Arrangement” has the meaning specified in Section 5.12(d).


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the 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 the 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 Plan” has the meaning
specified in Section 5.12(d).


 


“Foreign Subsidiary” means
any Subsidiary other than a Domestic Subsidiary.


 


“Foreign Subsidiary
Holding Company” means, as of any time of determination, a Domestic Subsidiary that at such time (i) holds Equity Interests
of one or more Foreign Subsidiaries, (ii) conducts no business or financial operations, (iii) has no Indebtedness, (iv) holds
no assets other than assets incidental to the ownership of such Equity Interests of such Foreign Subsidiaries, and (v) has no Liens
(other than Liens pursuant to the Loan Documents) on any of its assets.


 


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


 




    	 	-15-	 



     


    

 


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


 


“Funding Indemnity
Letter” means a funding indemnity letter, substantially in the form of Exhibit K.


 


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


 


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


 




    	 	-16-	 



     


    

 


“Guarantor Assessment
Date” means each of (i) any date on which the Borrower delivers or is obligated to deliver to the Administrative Agent
financial statements under Section 6.01(a), (ii) any date on which the Borrower consummates any Acquisition, or acquires
or creates any new or additional Subsidiary, (iii) any date on which the Borrower Disposes of any Subsidiary or all or substantially
of the assets of any Subsidiary, and (iv) any date on which a Domestic Subsidiary previously deemed a Foreign Subsidiary Holding
Company ceases to be a Foreign Subsidiary Holding Company.


 


“Guarantor”
means (a) each Subsidiary that, following the Closing Date, shall be required to execute and deliver a guaranty or guaranty joinder
or supplement pursuant to Section 6.14 and (b) with respect to (i) Secured Obligations owing by any Loan Party (other than
the Borrower) under any Swap Contract or any Cash Management Agreement and (ii) the payment and performance by each Specified
Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the Borrower.


 


“Guaranty”
means the Guaranty Agreement made by the Guarantors in favor of the Administrative Agent and for the benefit of the Secured Parties,
substantially in the form of Exhibit F, as supplemented from time to time by the execution and delivery of any Guaranty
Joinder Agreements pursuant to Section 6.14.


 


“Guaranty Joinder
Agreement” means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed
and delivered by a Subsidiary to the Administrative Agent (for the benefit of the Secured Parties) pursuant to Section 6.14.


 


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


 


“Hedge Bank”
means any Person that, (a) at the time it enters into an interest rate Swap Contract permitted by this Agreement, 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 an interest rate Swap Contract
not prohibited by this Agreement, in each case, in its capacity as a party to such Swap Contract (even if such Person ceases to
be a Lender or such Person’s Affiliate ceased to be a Lender); provided that for any of the foregoing to be included
as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank
(other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation
Notice to the Administrative Agent prior to such date of determination.


 


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


 


“IFRS”
means International Financial Reporting Standards as adopted by the International Accounting Standards Board from time to time,
consistently applied.


 


“Increase Effective
Date” has the meaning specified in Section 2.14(b)(iv).


 




    	 	-17-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(f)           capital
leases and Synthetic Lease Obligations;


 


(g)          all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; and


 


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


 


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


 


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


 


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


 


“Information”
has the meaning specified in Section 10.07.


 




    	 	-18-	 



     


    

 


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


 


“Interest Period”
means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to
or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months (or, with the consent of each Lender,
nine or twelve months) thereafter, as selected by the Borrower in its Loan Notice, or such other period that is twelve months
or less requested by the Borrower and consented to by all the Appropriate Lenders; provided that:


 


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


 


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


 


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


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of
assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall
be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.


 


“Involuntary Disposition”
means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan
Party or any of its Subsidiaries.


 


“IP Rights”
has the meaning specified in Section 5.20.


 




    	 	-19-	 



     


    

 


“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 International
Chamber of Commerce, Publication No. 590 (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 L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.


 


“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 Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance
with its Applicable Revolving Credit Percentage.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Revolving Credit Borrowing.


 


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


 


“L/C Issuer”
means each of Bank of America and JPMorgan Chase Bank, N.A., each in its capacity as issuer of Letters of Credit hereunder, or
any successor issuer of Letters of Credit hereunder. At any time there is more than one L/C Issuer, all singular references to
the L/C Issuer shall mean any L/C Issuer, either L/C Issuer, each L/C Issuer, the L/C Issuer that has issued the applicable Letter
of Credit or both L/C Issuers, as the context may require.


 


“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 aggregate 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 1.06. 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.


 


“Lead Arrangers”
means, collectively, (x) the Arranger and (y) Wells Fargo Bank, N.A., Citibank, N.A., DNB Markets, Inc., Fifth Third Bank, JPMorgan
Chase Bank, N.A., PNC Bank, National Association, RBC Capital Markets (a brand name for the capital markets business of Royal Bank
of Canada and its affiliates), Sumitomo Mitsui Banking Corporation, and TD Bank, N.A., each in its capacity as joint lead arranger.


 




    	 	-20-	 



     


    

 


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


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.


 


“Letter of Credit”
means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder,
and shall include the Existing Letters of Credit.


 


“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 L/C Issuer.


 


“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, (a) with respect to Bank of America and its Affiliates, an amount equal to $25,000,000, and (b) with
respect to JPMorgan Chase Bank, N.A. and its Affiliates, an amount equal to $25,000,000. The Letter of Credit Sublimit is part
of, and not in addition to, the Aggregate Revolving Credit Commitments.


 


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


 


“LIBOR Successor
Rate” has the meaning specified in Section 2.17.


 


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


 




    	 	-21-	 



     


    

 


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


 


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


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant
to the provisions of Section 2.15 of this Agreement, the Fee Letter and the Guaranty.


 


“Loan Notice”
means a notice of (a) a Revolving Credit Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form 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.


 


“Loan Parties”
means, collectively, the Borrower and each Guarantor.


 


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


 


“Material Acquisition”
has the meaning set forth in the definition of “Consolidated EBITDA.”


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties,
liabilities (actual or contingent), or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole;
(b) a material impairment of the ability of any Loan Party to perform its material obligations under any Loan Document to
which it is a party relating to indebtedness in an aggregate principal amount exceeding $25,000,000; or (c) 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 relating to indebtedness in an aggregate principal amount exceeding $25,000,000.


 


“Material Disposition”
means any Disposition for which the total consideration received by the Borrower or any of its Subsidiaries (including, without
limitation, all transaction costs, transferred Indebtedness and liabilities repaid, transferred or no longer reflected on a consolidated
balance sheet of the Loan Parties and their Subsidiaries after giving effect to such Disposition and the maximum amount of all
deferred payments, including earnouts) exceeds $25,000,000.


 


“Material IP Rights”
has the meaning specified in Section 5.20.


 




    	 	-22-	 



     


    

 


“Material Subsidiary”
means,


 


(a)          any
Domestic Subsidiary (other than a Foreign Subsidiary Holding Company) that, on any Guarantor Assessment Date (other than a Guarantor
Assessment Date occurring as a result of an Acquisition, creation or divestiture), meets either of the following conditions: (i) such
Subsidiary’s total assets, as of the last day of the four fiscal quarter period most recently ended, are equal to or greater
than fifteen percent (15%) of the consolidated total assets of the Borrower and its Subsidiaries as of such date, determined in
accordance with GAAP, or (ii) such Subsidiary’s total revenues (excluding intercompany revenues from the Borrower or its
Subsidiaries) for the four fiscal quarter period most recently ended is equal to or greater than fifteen percent (15%) of the consolidated
total revenues of the Borrower and its Subsidiaries for such four fiscal quarter period, determined in accordance with GAAP; in
each case as reflected in the most recent annual or quarterly (as applicable) financial statements of the Borrower required to
be delivered pursuant to Section 6.01; and


 


(b)          any
Domestic Subsidiary (other than a Foreign Subsidiary Holding Company) that, on any Guarantor Assessment Date occurring as a result
of an Acquisition, creation or divestiture, meets either of the following conditions: (i) such Subsidiary’s total assets
are equal to or greater than fifteen percent (15%) of the pro forma consolidated total assets of the Borrower and its Subsidiaries
as of such Guarantor Assessment Date (after giving effect to the applicable Acquisition, creation or divestiture), or (ii) such
Subsidiary’s pro forma total revenues (excluding intercompany revenues from the Borrower or its Subsidiaries) for the four
fiscal quarter period most recently ended would have been equal to or greater than fifteen percent (15%) of the pro forma consolidated
total revenues of the Borrower and its Subsidiaries for such four fiscal quarter period (after giving effect to the applicable
Acquisition, creation or divestiture, as though it had occurred on the first day of such four fiscal quarter period), in each case,
determined in accordance with GAAP.


 


For the avoidance of doubt
the Borrower’s Equity Interest in its Subsidiaries shall not be included in valuing the assets of the Borrower.


 


“Maturity Date”
means April 3, 2023; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next
preceding Business Day.


 


“Measurement Period”
means, at any date of determination, the most recently completed four (4) fiscal quarters of the Borrower.


 


“Minimum Collateral
Amount” means, at any time, (i) 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 103% of the Fronting Exposure
of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting
of cash or deposit account balances provided in accordance with the provisions of Section 2.15(a)(i), (a)(ii) or
(a)(iii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (iii) otherwise, an amount determined
by the Administrative Agent and the L/C Issuer in their sole discretion. 


 


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


 




    	 	-23-	 



     


    

 


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


 


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


 


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


 


“Note”
means a Revolving Credit Note.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document
or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


 


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


 


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


 


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


 


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


 




    	 	-24-	 



     


    

 


“Outstanding Amount”
means (i) with respect to Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Revolving Credit 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 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 Borrower of Unreimbursed Amounts.


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section
412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432
and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


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


 


“Permitted Disposition”
has the meaning specified in Section 7.05.


 


“Permitted Investment”
has the meaning specified in Section 7.02.


 


“Permitted Liens”
has the meaning specified in Section 7.01.


 


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


 


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


 


“Platform”
has the meaning specified in Section 6.02.


 




    	 	-25-	 



     


    

 


“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.


 


“Qualified ECP
Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such
time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify
as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Recipient”
means the Administrative Agent, any Lender, the 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).


 


“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 Revolving Credit Loans, a 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 Lender that is the Swing
Line Lender or L/C Issuer, as the case may be, in making such determination.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party,
solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant
secretary of a Loan Party and, solely for 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 a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative
Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative Agent,
appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.


 




    	 	-26-	 



     


    

 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other
Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners
or members (or the equivalent Person thereof).


 


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


 


“Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower
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 amount set forth opposite such Lender’s
name on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption 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.


 


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


 


“Revolving Credit Facility”
means, at any time, the revolving credit facility provided in this Agreement in the aggregate amount of the Revolving Credit Lenders’
Revolving Credit Commitments at such time.


 


“Revolving Credit
Lender” means, at any time, (a) so long as any Revolving Credit Commitment is in effect, any Lender that has a Revolving
Credit Commitment at such time or (b) if the Revolving Credit Commitments have terminated or expired, any Lender that has a Revolving
Credit Loan or a participation in L/C Obligations or Swing Line Loans at such time.


 


“Revolving Credit
Loan” has the meaning specified in Section 2.01.


 


“Revolving Credit
Note” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit
Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-1.


 


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


 




    	 	-27-	 



     


    

 


“Secured Cash
Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any
Cash Management Bank.


 


“Secured Hedge
Agreement” means any interest rate Swap Contract permitted under Article VI or VII that is entered into
by and between any Loan Party and any Hedge Bank.


 


“Secured Obligations”
means all Obligations, all obligations of any Loan Party arising under Secured Cash Management Agreements and Secured Hedge Agreements
and all costs and expenses incurred in connection with enforcement and collection of the foregoing by any Loan Party, including
the fees, charges and disbursements of counsel, 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; provided
that the “Secured Obligations” shall exclude any Excluded Swap Obligations.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent
or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.


 


“Secured Party
Designation Notice” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit
J.


 


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


 


“Securities Laws” means the
Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles,
rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board,
as each of the foregoing may be amended and in effect on any applicable date hereunder.


 


“Shareholders’
Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries
as of that date determined in accordance with GAAP.


 


“Significant Subsidiary”
means, as of any date of determination, any Subsidiary having, as of the then-most recent fiscal quarter-end end date for which
financial statements are available, total assets of not less than $15,000,000; provided, however, the aggregate total assets of
all Subsidiaries not constituting a ‘Significant Subsidiary’ shall not exceed $150,000,000.


 


“Sirtex Acquisition”
means the Acquisition by the Borrower of Sirtex Medical Limited, an Australian company listed on the Australian Securities Exchange,
as described in the Borrower’s current reports on form 8-K filed on January 29, 2018 and January 30, 2018.


 




    	 	-28-	 



     


    

 


“Solvent”
means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person
does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as
such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or transaction, and is
not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital
after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d)
the fair value of the assets of such Person is greater than the total amount of liabilities, including contingent liabilities,
of such Person, and (e) the aggregate fair saleable value (i.e., the amount that may be realized within a reasonable time, considered
to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount
that could be obtained for the assets in question within such period by a capable and diligent businessman from an interested buyer
who is willing to purchase under ordinary selling conditions) of the assets of such Person will exceed its debts and other liabilities
(including contingent, subordinated, unmatured and unliquidated debts and liabilities). For purposes of this definition, “debt”
means any liability on a claim, and “claim” means (i) a right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured,
or (ii) a right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right
is an equitable remedy, is reduced judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
secured or unsecured.


 


“Specified Loan
Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act
(determined prior to giving effect to Section 10.20 or Section 28 of the Guaranty).


 


“Spin-Off” means the spin-off
of Varex Imaging Corporation from the Borrower.


 


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


 


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


 




    	 	-29-	 



     


    

 


“Swap Obligations”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“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 Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


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


 


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


 


“Target”
means the Person or division, line of business or other business unit of the Person to be acquired in an Acquisition.


 




    	 	-30-	 



     


    

 


“Target EBITDA”
means with respect to any Target to be acquired, Consolidated EBITDA for such Target (determined as if references to the Borrower
and the Subsidiaries in the definition of Consolidated EBITDA were references to such Target and its Subsidiaries on a consolidated
basis) for the most recent four (4) fiscal quarter period preceding the acquisition thereof, as adjusted (without duplication)
by verifiable expense reductions and other add-backs described in clause (a)(viii)(B) of the definition of Consolidated EBITDA,
in each case such adjustments (if any) to be calculated on a quarter by quarter basis by the Loan Parties and as reasonably acceptable
to Administrative Agent.


 


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


 


“Threshold Amount”
means $25,000,000.


 


“Total Consideration”
means, in respect of any Acquisition undertaken by the Borrower or its Subsidiaries, total consideration paid or agreed to be paid
by the Borrower or its Subsidiaries in connection therewith, including consideration consisting of (i) cash and cash equivalents,
(ii) Equity Interests of the Borrower, (iii) licenses granted or received in connection therewith in respect of IP Rights (excluding,
however, any licenses of acquired IP Rights that are transferred back to the seller in such Acquisition), (iv) the assumption of
Indebtedness or other obligations or liabilities of the Acquired Entity existing prior to such Acquisition, and (v) Earn Out Obligations.


 


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


 


“Total Liquidity”
means, as of any date of determination for the Borrower and its Subsidiaries on a consolidated basis, the sum, without duplication,
of (i) cash, (ii) cash-equivalents, and (iii) marketable securities.


 


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


 


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


 


“Total Revolving
Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.


 


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


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York.


 


“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).


 


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


 




    	 	-31-	 



     


    

 


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


 


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


 


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


 


“Voting Equity
Interests” means, with respect to any Person, the Equity Interests entitled to vote for members of the board of directors
or equivalent governing body of such Person.


 


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


 


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 Loan Document and 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 permitted assigns, (iii) the words “hereto,” “herein,”
“hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall
be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in
a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any
reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such
law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified
or supplemented from time to time, and (vi) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


 


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


 




    	 	-32-	 



     


    

 


(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. Notwithstanding
the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained
herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount
thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.


 


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


 


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


 


1.04       Rounding.
Any financial ratios required to be maintained by the Borrower 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).


 




    	 	-33-	 



     


    

 


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


 


1.06       Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be 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 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       Loans.
Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally
agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time in Dollars,
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 Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit
Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the
Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment. Within
the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof,
the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.
Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, however, that
any Revolving Credit 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 Borrower delivers a Funding Indemnity Letter not less than three Business Days prior to the
date of such Revolving Credit Borrowing.


 




    	 	-34-	 



     


    

 


2.02       Borrowings,
Conversions and Continuations of Loans.


 


(a)          Each
Revolving Credit Borrowing, each conversion of Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar
Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone,
or (B) a Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent
of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of
Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided,
however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three
or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received
by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion
or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether
the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested
date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by
telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the
Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written
Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation
of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Except
as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify
(i) whether the Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Loans from one Type to the
other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the
case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv)
the Type of Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration
of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made
as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one month.


 


(b)          Following
receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of
its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation
is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion
to Base Rate Loans described in the preceding subsection. In the case of a Revolving Credit Borrowing, each Appropriate Lender
shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s
Office not later than 1:00 p.m. on the Business Day specified in the applicable 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 Borrower in like funds as received by the Administrative
Agent either by (i) crediting the account of the 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 Borrower; provided, however, that if, on the date a Loan Notice with respect to a Revolving Credit Borrowing
is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first,
shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower
as provided above.


 




    	 	-35-	 



     


    

 


(c)          Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar
Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding
Eurodollar Rate Loans be converted immediately to Base Rate Loans.


 


(d)          The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative
Agent shall notify the Borrower 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 Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all
continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect
of the Revolving Credit Facility.


 


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


 


2.03       Letters
of Credit.


 


(a)          The
Letter of Credit Commitment.


 


(i)          Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit
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 for the account of the Borrower or
its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below,
and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters
of Credit issued for the account of the Borrower 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, (w) the Total Revolving Credit Outstandings shall not
exceed the Aggregate Revolving Credit Commitments, (x) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed
such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations issued by an L/C Issuer shall
not exceed such L/C Issuer’s Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations shall not exceed
the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed
to be a representation by the Borrower 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 Borrower’s
ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower 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. The Existing Letters
of Credit shall be deemed to have been issued pursuant to this Agreement, and from and after the Closing Date shall be subject
to and governed by the terms and conditions hereof.


 




    	 	-36-	 



     


    

 


(ii)         The
L/C Issuer shall not issue any Letter of Credit, if:


 


(A)         Subject
to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the
date of issuance or last extension, unless the Required Lenders have approved such expiry date; or


 


(B)         the
expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving
Credit Lenders have approved such expiry date.


 


(iii)        The
L/C Issuer shall not 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 the L/C
Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C
Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the
L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;


 


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


 


(C)         except
as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than
$100,000;


 


(D)         the
Letter of Credit is to be denominated in a currency other than Dollars;


 


(E)         any
Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the
delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender
to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;


 




    	 	-37-	 



     


    

 


(F)         the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or


 


(G)         after
giving effect to the issuance of the Letter of Credit, the Outstanding Amount of the L/C Obligations issued by the applicable L/C
Issuer exceeds such L/C Issuer’s Letter of Credit Sublimit.


 


(iv)        The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


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


 


(vi)        The
L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith, and the 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 the L/C Issuer in connection with Letters of
Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions,
and (B) as additionally provided herein with respect to the L/C Issuer.


 


(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 Borrower delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Borrower. 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 the 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 the 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 satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount 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 thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such
other matters as the 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 satisfactory to the 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 the L/C Issuer may require. Additionally, the Borrower shall furnish to the 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 the L/C Issuer or the Administrative Agent may require.


 




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(ii)         Promptly
after receipt of any Letter of Credit Application, the 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 Borrower and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from
any Revolving Credit Lender, the Administrative Agent or any Loan Party, 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, the L/C Issuer shall, on the requested date, issue
a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the
case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the
issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such
Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.


 


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


 




    	 	-39-	 



     


    

 


(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 L/C Issuer will also deliver to the Borrower 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 under such Letter of Credit, the L/C Issuer shall
notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer
under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through
the Administrative Agent in an amount equal to the amount of such drawing; provided, that, the Borrower has received notice
of such payment by 10:00 a.m. on such Honor Date, otherwise the Borrower shall make such payment not later than 11:00 a.m. on the
following Business Day (together with interest thereon). If the Borrower fails to so reimburse the L/C Issuer by such time, the
Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing
(the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event,
the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date
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 Revolving Credit Commitments
and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice) (it being understood and agreed
that no Default or Event of Default caused solely by the Borrower’s failure to reimburse the L/C Issuer for any Unreimbursed
Amount in accordance with the first sentence of this Section 2.03(c)(i) shall exist to the extent such Unreimbursed Amount
is refinanced by a borrowing of Revolving Credit Loans in the amount of such Unreimbursed Amount pursuant to this Section 2.03(c)(i)).
Any notice given by the 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.


 


(ii)         Each
Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative
Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent for the account of the L/C Issuer at the
Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage 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 Revolving Credit Lender that so makes funds available shall be deemed to have made a Base
Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.


 




    	 	-40-	 



     


    

 


(iii)        With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the
conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred
from the 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 Revolving
Credit Lender’s payment to the Administrative Agent for the account of the 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 Revolving
Credit Lender in satisfaction of its participation obligation under this Section 2.03.


 


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


 


(v)         Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts
drawn under Letters of Credit, 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 Revolving
Credit Lender may have against the L/C Issuer, the Borrower 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section
2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice).
No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for
the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


 


(vi)        If
any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required
to be paid by such Revolving Credit 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, the L/C Issuer shall be
entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on which such payment is immediately available to the
L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance
with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged
by the L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Revolving Credit Loan included in the relevant
Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C
Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this
clause (vi) shall be conclusive absent manifest error.


 




    	 	-41-	 



     


    

 


(d)          Repayment
of Participations.


 


(i)          At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such
Revolving Credit 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 the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent),
the Administrative Agent will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in
the same funds as those received by the Administrative Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of the 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 the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the
L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such Revolving Credit Lender, at a rate per annum equal to the applicable
Federal Funds Rate from time to time in effect. The obligations of the Revolving Credit 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 Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit 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, this Agreement, or any other Loan Document;


 


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


 




    	 	-42-	 



     


    

 


(iii)        any
draft, demand, certificate or other document presented under such Letter of Credit 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;


 


(iv)        waiver
by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or
any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;


 


(v)         honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


(vi)        any
payment made by the 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 under such Letter of Credit if presentation after such date is authorized by
the UCC, the ISP or the UCP, as applicable;


 


(vii)       any
payment by the L/C Issuer under such Letter of Credit 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 the L/C Issuer under such Letter of Credit 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, including any arising in connection with any proceeding
under any Debtor Relief Law; or


 


(viii)      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 Borrower or any Subsidiary.


 


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


 




    	 	-43-	 



     


    

 


(f)           Role
of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the 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 the L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the 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 or Issuer Document. The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer
shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e);
provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against
the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable
judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence or
the 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. In furtherance and not in limitation
of the foregoing, the 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 the L/C Issuer shall not be responsible for the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit 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. The
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 L/C Issuer and the Borrower when a Letter
of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall
not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired
by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted
to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer
or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements,
or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services
Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses
such law or practice.


 


(h)          Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance,
subject to Section 2.16, with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of
Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn
under such Letter of Credit. 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 1.06. Letter of Credit Fees shall be (i) due
and payable on the first Business 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, 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 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.


 




    	 	-44-	 



     


    

 


(i)           Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its
own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on
the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears Such fronting fee shall be 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. 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 1.06. In addition, the Borrower shall pay directly to the 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 the L/C Issuer relating to
letters of credit 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 Borrower shall be obligated to reimburse the L/C Issuer hereunder
for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for
the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits
from the businesses of such Subsidiaries.


 


(l)           Letters
of Credit Reports. For so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver
to the Administrative Agent on the last Business Day of each calendar month, and on each date that an L/C Credit Extension occurs
with respect to any such Letter of Credit, a report in the form of Exhibit L hereto, appropriately completed with the
information for every outstanding Letter of Credit issued by such L/C Issuer.


 




    	 	-45-	 



     


    

 


2.04       Swing
Line Loans.


 


(a)          The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of
the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing
Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount
not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations
of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided,
however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not
exceed the Aggregate Revolving Credit Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall
not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under
any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest
error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other
terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and
reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing
Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s
Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.


 


(b)          Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and
the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice.
Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the requested
borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing
date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender
and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of
the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line
Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents
thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including
at the request of any Revolving Credit Lender) prior to 11:00 a.m. on the date of the proposed Swing Line Borrowing (A) directing
the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first
sentence of Section 2.04(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, the Swing Line Lender will, not later than 12:00 p.m. on
the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at
its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.


 




    	 	-46-	 



     


    

 


(c)          Refinancing
of Swing Line Loans.


 


(i)          The
Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal
to such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding.
Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance
with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section
4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering
such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit
Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and
the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of
the Swing Line Lender at the Administrative Agent’s Office for payments not later than 10:00 a.m. on the day specified in
such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available
shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so
received to the Swing Line Lender.


 


(ii)         If
for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing
Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving
Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.


 


(iii)        If
any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount
required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified
in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Credit Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to
the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation,
plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.
If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such
Revolving Credit Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation
in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.


 




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(iv)        Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans 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 the Swing Line Lender,
the Borrower 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 Revolving Credit
Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set
forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such funding of risk participations shall
relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.


 


(d)          Repayment
of Participations.


 


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


 


(ii)         If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable
Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such
demand upon the request of the Swing Line Lender. The obligations of the Revolving Credit 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 Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the
Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section
2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest
in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.


 


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


 




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2.05       Prepayments.


 


(a)          The
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit 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 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date
of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or
a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iii)
any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof
or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s)
of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount
of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment
of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts
required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans
of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Unless
the Borrower otherwise instructs the Administrative Agent at the time prepayment is made, prepayment of Revolving Credit Loans
pursuant to this Section 2.05(a) shall not reduce the Aggregate Revolving Credit Commitments.


 


(b)          The
Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be
received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (ii)
any such prepayment shall be in a minimum principal amount of $100,000 (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 Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.


 


(c)          If
for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect,
the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the
L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower 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 Revolving
Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then
in effect.


 




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2.06       Termination
or Reduction of Revolving Credit Commitments. The Borrower may, upon notice to the Administrative Agent, terminate, in whole
or in part, the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit
Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business
Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000
or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving
Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings
would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving
Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit
Commitments, 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 Revolving Credit Commitments. Any reduction
of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender
according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate
Revolving Credit Commitments shall be paid on the effective date of such termination.


 


2.07       Repayment
of Loans.


 


(a)          Revolving
Credit Loans. The Borrower shall repay to the Revolving Credit Lenders on the Maturity Date the aggregate principal amount
of Revolving Credit Loans outstanding on such date.


 


(b)          Swing
Line Loans. The Borrower 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 Eurodollar Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Rate; (ii) each Base Rate Loan shall bear interest from the applicable borrowing date on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and
(iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at
a rate per annum equal to the Base Rate plus the Applicable Rate.


 


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


 


(ii)          If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (after the expiration
of any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable Laws.


 


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


 




    	 	-50-	 



     


    

 


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


 


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


 


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


 


(a)          Commitment
Fee. Subject to adjustment as provided in Section 2.16, the Borrower shall pay to the Administrative Agent for the account
of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee equal to the Applicable
Rate times the actual daily amount by which the Aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding
Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations. For the avoidance of doubt, the Outstanding
Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes
of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any
time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing
Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there
is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


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


 


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


 


2.10       Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


(a)          All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be
made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). 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.


 




    	 	-51-	 



     


    

 


(b)          If,
as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the
Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Borrower as of any applicable
date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing
for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account
of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the
occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United
States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to
the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually
paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the
case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrower’s
obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations
hereunder for a period of one (1) year from the date of such termination.


 


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 Borrower 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 Borrower 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 made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules
to its Note and endorse thereon the date, Type (if applicable), amount 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.


 




    	 	-52-	 



     


    

 


2.12       Payments
Generally; Administrative Agent’s Clawback.


 


(a)          General.
All payments to be made by the Borrower 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, all payments by the Borrower hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s
Office in Dollars and in immediately available funds not later than 11:00 a.m. on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (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 after 11:00 a.m., shall 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 the 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.


 


(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 Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans,
prior to 9:00 a.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s
share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance
with Section 2.02 (or, in the case of a 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
Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available
to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith
on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date
such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case
of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation, 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 the Borrower,
the interest rate applicable to Base Rate Loans. If the 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 the Borrower the amount of such interest
paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then
the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 




    	 	-53-	 



     


    

 


(i)          Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer,
as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate
Lenders or the 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 the L/C Issuer, in immediately available 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 greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


A notice of the Administrative
Agent to any Lender or the 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 as provided in the foregoing provisions of this Article II, and such funds are not made available to the 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.


 


(d)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Revolving Credit 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 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 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.


 




    	 	-54-	 



     


    

 


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 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 Loans
or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving
such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations
in the 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 Loans and other amounts owing them, provided that:


 


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


 





(ii)         the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations
or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which
the provisions of this Section shall apply).


  


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


 


2.14       Increase
in Commitments.


 


(a)          Revolving
Credit Facility Increase and Term Loan Request.


 


(i)          Request
for Revolving Credit Increase and Term Loan Request. Provided there exists no Default that is then continuing, upon notice
to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Borrower may from time to time after
the Closing Date, (A) establish one or more term loan commitments by an additional amount (“Term Loan Request”)
subject to the conditions listed below and/or (b) request an increase in the Aggregate Revolving Credit Commitments (each, a “Revolving
Credit Increase”) by an amount (for all such requests for a Revolving Credit Increase or Term Loan Requests) not exceeding
the sum of (x) $100,000,000 plus (y) so long as the Consolidated Net Leverage Ratio (determined on a pro forma basis assuming that
such Term Loan Request or Revolving Credit Increase is fully drawn) is not greater than the then applicable maximum Consolidated
Net Leverage Ratio as of the end of the latest fiscal quarter for which internal financial statements are available, additional
Revolving Credit Increases or Term Loan Requests; provided that (i) any such request for a Revolving Credit Increase or
Term Loan Request shall be in a minimum amount of $50,000,000, and (ii) the Borrower may make a maximum of five such requests for
Revolving Credit Increases. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall
specify the time period within which each Revolving Credit 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 Revolving Credit Lenders); provided that any existing Lender
may elect or decline, in its sole discretion, to increase its Revolving Credit Commitment or commit to provide a term loan.


 




    	 	-55-	 



     


    

 


(ii)         Lender
Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees in
its sole discretion to (i) increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or
less than its Applicable Revolving Credit Percentage of such requested increase and, if applicable (ii) commit to provide a term
loan. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving
Credit Commitment and, if applicable, to commit to provide a term loan.


 


(iii)        Notification
by Administrative Agent; Additional Revolving Credit Lenders. The Administrative Agent shall notify the Borrower and each Revolving
Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder. To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals
shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.


 


(iv)        Effective
Date and Allocations. If the Aggregate Revolving Credit Commitments are increased or term loan commitments are established
in accordance with this Section 2.15(a), the Administrative Agent and the Borrower shall determine the effective date (the
“Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.


 


(v)         Conditions
to Effectiveness of Revolving Credit Increase or Term Loan Request. As a condition precedent to such increase, the Borrower
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 (x) certifying and attaching the resolutions adopted
by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after
giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents
are true and correct in all material respects on and as of the Increase Effective Date, except that (x) if a qualifier relating
to materiality, Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be
true and correct in all respects, (y) 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 (z) for purposes of this Section 2.14, 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 subsections (a) and (b), respectively, of Section 6.01, and (B) no Default
exists; provided, that with respect to Revolving Credit Increases or Term Loan Requests the proceeds of which are intended to and
shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section
7.02 which is not conditioned on the availability of, or on obtaining, financing hereunder (such an Acquisition, a “Limited
Condition Acquisition”), (i) the representation and warranty in Section 5.07 shall be deemed to expressly relate
to the date on which the related acquisition agreement is executed and becomes effective, (ii) no Default or Event of Default under
Section 8.01(a) or Section 8.01(f) would exist as of the date of consummation of such Permitted Acquisition and (iii)
the Consolidated Net Leverage Ratio may, at Borrower’s election, be tested on the date on which the related acquisition agreement
is executed and becomes effective, calculated on a pro forma basis assuming such Limited Condition Acquisition and other pro forma
events in connection therewith have been consummated. With respect to any Revolving Credit Increase, the Borrower shall prepay
any Revolving Credit 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 Revolving Credit Loans ratable with any revised Applicable Revolving
Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.


 




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


 


2.15       Cash
Collateral.


 


(a)          Certain
Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and
such drawing 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) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c), or (iv)
there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one
Business Day (in all other cases) following any request by the Administrative Agent or the 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 2.16(a)(iv) and any Cash Collateral provided by the Defaulting
Lender).


 


(b)          Grant
of Security Interest. The Borrower, and 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, the 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, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). 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 the
L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Borrower 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 Borrower 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 2.15
or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters of Credit 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 Revolving Credit 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 Revolving Credit Lender (or, as appropriate, its assignee
following compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer
that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any
disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents
and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may
agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 


2.16       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.


 




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(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 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, if such Defaulting Lender is a Revolving Credit Lender, to the payment
on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third,
if such Defaulting Lender is a Revolving Credit Lender, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect
to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default
or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) if such Defaulting Lender is a Revolving
Credit Lender, Cash Collateralize the 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 2.15; sixth, in the case of a
Defaulting Lender under any Facility, to the payment of any amounts owing to the other Lenders under such Facility (in the case
of the Revolving Credit Facility, including the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender) against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default
exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained
by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement;
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 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 under the applicable Facility on a pro rata basis (and ratable
among all applicable Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior
to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender under the applicable Facility
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 2.16(a)(iv). 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 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto.


 


(iii)        Certain
Fees.


 


(A)         No
Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender
is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender).


 


(B)         Each
Defaulting Lender which is a Revolving Credit 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 Revolving Credit Percentage of the stated amount
of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16.


 




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(C)         With
respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B)
above, the Borrower shall (x) pay to each Non-Defaulting Lender which is a Revolving Credit 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 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 Revolving Credit 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 which are Revolving Credit Lenders
in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s
Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the
time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower
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 Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving
Credit Commitment. Subject to Section 10.21, no reallocation hereunder shall constitute a waiver or release of any claim
of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim
of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)         Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only
partially, be effected, the Borrower 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 Swing Line Lender’s Fronting Exposure and (y) second, Cash
Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.15.


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent
and, in the case that a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and the 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 Revolving Credit
Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving
Credit 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 2.16(a)(iv)), whereupon such
Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of the 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.


 




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2.17       Inability
to Determine Rates. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative
Agent reasonably determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders
notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders
(as applicable) have determined, that:


 


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


 


(b)          the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a
public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used
for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or


 


(c)          syndicated
loans currently being executed, or that include language similar to that contained in this Section 2.17, are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then, reasonably promptly
after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any
mathematical or other adjustments to the benchmark (if any) incorporated therein) giving due consideration to any evolving or then
existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such
proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes
and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent
shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required
Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.


 


If no LIBOR Successor Rate
has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the
Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest
Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate.  Upon receipt
of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted
such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified
therein.


 




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


 


ARTICLE
III. TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01       Taxes.


 


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


 


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


 


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


 


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


 




    	 	-62-	 



     


    

 


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


 


(c)          Tax
Indemnifications. (i) The Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect
thereof within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such
Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender or the 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 the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall, and
does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within thirty (30) days after
demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the
Administrative Agent as required pursuant to Section 3.01(c)(ii) below.


 


(ii)          Each
Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days
after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C
Issuer (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes
and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent and the Borrower, 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 (z) the Administrative Agent and the Borrower, as applicable, against any
Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent
or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.
Each Lender and the 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 the 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 clause (ii).


 


(d)          Evidence
of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the
Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall
deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, 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 required by
Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent,
as the case may be.


 




    	 	-63-	 



     


    

 


(e)          Status
of Lenders; Tax Documentation.


 


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


 


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


 


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


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the 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 copies of IRS Form W-8BEN 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 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;


 


(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 the 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 copies of IRS Form W-8BEN; or


 


(IV)        to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form
W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 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 the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
the 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 the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this 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 update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 


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


 


(g)          Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or the 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 Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar
Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market,
then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make
or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice
asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference
to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary
to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base
Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest
rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor,
if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining
or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension
compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative
Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based
upon the Eurodollar Rate. Upon any such prepayment or conversion, the 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 Eurodollar Rate Loan or a conversion to or continuation thereof,
(a) the Administrative Agent determines that (i) deposits are not being offered to banks in the London interbank eurodollar market
for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (ii) adequate and reasonable means do not exist
for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection
with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”),
or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders
of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter,
(x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected
Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with
respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the
Base Rate shall be suspended, in each case until the Administrative Agent upon the instruction of the Required Lenders revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed
to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.


 




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


 


3.04       Increased
Costs; Reserves on Eurodollar Rate Loans.


 


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


 


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


 


(iii)        impose
on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or
Eurodollar 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 Loan the interest
on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase
the cost to such Lender or the 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 reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the
L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.


 




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(b)          Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or
any Lending Office of such Lender or such Lender’s or the 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 the L/C Issuer’s
capital or on the capital of such Lender’s or the 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 the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s
or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect
to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company
for any such reduction suffered.


 


(c)          Certificates
for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate
such Lender or the 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 Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the
L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)          Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to
demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant
to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior
to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the 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 nine-month period referred
to above shall be extended to include the period of retroactive effect thereof).


 


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


 


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


 




    	 	-69-	 



     


    

 


(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 the 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 Borrower; or


 


(c)          any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 10.13;


 


excluding any loss of anticipated
profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such
Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing.


 


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


 


3.06       Mitigation
Obligations; Replacement of Lenders.


 


(a)          Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay
any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any
Lender or the 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 Borrower such Lender or the 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 the 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 the 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 Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the
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 if the Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section
3.06(a), the Borrower may replace such Lender in accordance with Section 10.13.


 




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3.07       Survival.
All of the Borrower’s 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder
is subject to satisfaction of the following conditions precedent:


 


(a)          The
Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals)
unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, 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
satisfactory to the Administrative Agent and each of the Lenders:


 


(i)          executed
counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender
and the Borrower;


 


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


 


(iii)        [reserved]


 


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


 


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


 


(vi)        a
favorable opinion of DLA Piper, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such
matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;


 


(vii)       a
certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals
required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party
of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B)
stating that no such consents, licenses or approvals are so required;


 




    	 	-71-	 



     


    

 


(viii)      a
certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a)
and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial
Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect
and (C) a calculation of the Consolidated Net Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently
ended prior to the Closing Date;


 


(ix)         [reserved];


 


(x)          evidence
that the Existing Credit Agreement (and all commitments thereunder) has been or concurrently with the Closing Date is being terminated
(and each Lender hereunder which was a “Lender” as defined in the Existing Credit Agreement waives the requirement
under Section 2.06 of the Existing Credit Agreement for five Business Days prior notice of the termination thereof); and


 


(xi)         such
other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender
or the Required Lenders reasonably may require.


 


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


 


(c)          Unless
waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the
Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on
the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate
of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that
such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).


 


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


 


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


 




    	 	-72-	 



     


    

 


(a)          The
representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document,
or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct
in all material respects on and as of the date of such Credit Extension, except that (w) if a qualifier relating to materiality,
Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be true and correct
in all respects, (x) to the extent such representations and warranties specifically refer to an earlier date, in which case they
shall be true and correct in all material respects as of such earlier date, and (y) 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 subsections (a) and (b), respectively, of Section 6.01.


 


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


 


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


 


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


 


ARTICLE
V. REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants to the Administrative Agent and the Lenders that:


 


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


 


5.02       Authorization;
No Contravention. The execution, delivery and performance by each 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 (other than any Lien created under the Loan Documents) under, or require any payment to be made under
(i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person
or any of its Subsidiaries (other than conflicts, breaches and contraventions that could not reasonably be expected to have a Material
Adverse Effect) 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 material Law. Each Loan Party and each Subsidiary thereof is in compliance
with all material Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect.


 




    	 	-73-	 



     


    

 


5.03       Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person 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 other than (a) those that have already
been obtained and are in full force and effect, and (b) those approvals, consents, exemptions, authorizations, actions, notices
or filings the failure of which to obtain, take, give or make could not be reasonably expected to have a Material Adverse Effect.


 


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 that is a party thereto, enforceable against such Loan
Party that is party thereto in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium,
Debtor Relief Laws or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating
to enforceability (whether enforcement is sought by proceedings 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; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as
of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP, show
all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness.


 


(b)          The
unaudited consolidated balance sheets of the Borrower and its Subsidiaries dated December 29, 2017, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present the financial condition of the Borrower 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 could reasonably be expected to have a Material Adverse Effect.


 




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5.06       Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent
investigation, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by
or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically
disclosed in Schedule 5.06, either individually or in the aggregate would reasonably be expected to have a Material Adverse
Effect.


 


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


 


5.08       Ownership
of Property; Liens. Each of the Borrower and each Subsidiary has good record and marketable title in fee simple (or the equivalent
under local law or regulations) 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, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted
by Section 7.01.


 


5.09       Regulatory
Compliance. The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of (i) existing
Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law and (ii) existing
FDA Regulations, on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably
concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims and FDA Regulations
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.10       Insurance.
The properties of the Loan Parties are insured with financially sound and reputable insurance companies not Affiliates of the Borrower,
in such amounts (after giving effect to any self-insurance compatible with the following standards), 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 Borrower or the applicable Subsidiary operates.


 


5.11       Taxes.
The Borrower and its Subsidiaries have filed (or obtained appropriate extensions in respect of) all Federal, state and other material
tax returns and reports required to be filed, and have paid (or obtained appropriate extensions in respect of) all Federal, state
and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income
or assets otherwise due and payable, except 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. To Borrower’s knowledge, there is no
proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.


 




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5.12       ERISA
Compliance.


 


(a)          To
the best knowledge of the Borrower, each Plan is in compliance in all material respects with the applicable provisions of ERISA,
the Code and other Federal or state laws except in such instances in which the failure to comply therewith would not reasonably
be expected to have a Material Adverse Effect. With respect to each Pension Plan that is intended to be a qualified plan under
Section 401(a) of the Code, at least one of the following applies: (i) such Pension Plan received a favorable determination letter
from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the
trust related thereto and has been determined by the Internal Revenue Service to be exempt from federal income tax under Section
501(a) of the Code, (ii) an application for such a letter is currently being processed by the Internal Revenue Service, or
such Plan has time remaining in which to apply to the Internal Revenue Service for such a letter prior to the expiration of the
requisite period under applicable Treasury regulations or Internal Revenue Service pronouncements in which to apply for such letter
and to make any amendments necessary to obtain a favorable determination, or (iii) such Pension Plan has been established under
or operates as a prototype or volume submitter plan with respect to which the Internal Revenue Service has issued an opinion letter
to the plan sponsor on which the employer can rely. To the best knowledge of the Borrower, nothing has occurred that would prevent
or cause the loss of such tax-qualified status.


 


(b)          There
are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would 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 would reasonably be
expected to result in a Material Adverse Effect.


 


(c)          Except
as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred, and neither the Borrower
nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in
an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements
under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension
Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target
attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA
Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage
for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has
incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become
due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section
4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC,
and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings
under Title IV of ERISA to terminate any Pension Plan.


 


(d)          With
respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme
or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any
Subsidiary of any Loan Party that is not subject to United States law (a “Foreign Plan”):


 


(i)          any
employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign
Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices;


 




    	 	-76-	 



     


    

 


(ii)         the
fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through
insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure
or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such
Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance
with applicable generally accepted accounting principles; and


 


(iii)        each
Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory
authorities.


 


(e)          The
Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets”
(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit or the Commitments.


 


5.13       Subsidiaries;
Equity Interests. As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part
(a) of Schedule 5.13, all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are owned
by the Borrower or its Subsidiaries (as so indicated) free and clear of all Liens other than Permitted Liens. The Borrower has
no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule
5.13. Part (a) of such Schedule further specifies or identifies (i) all Significant Subsidiaries as of the Closing Date
and (ii) all Material Subsidiaries as of the Closing Date. All of the outstanding Equity Interests in the Borrower have been validly
issued and are fully paid and nonassessable.


 


5.14       Margin
Regulations; Investment Company Act.


 


(a)          The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not
more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated
basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement
or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope
of Section 8.01(e) will be margin stock.


 


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


 




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5.15       Disclosure.
The Borrower has disclosed to the Administrative Agent and the Lenders all material agreements, instruments and corporate or other
restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or
other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or
under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains to the Borrower’s
knowledge any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time (it being understood by us that the such projected financial information is not to be viewed as facts and
that actual results during the period or periods covered may differ from projected results and that such differences may be material).


 


5.16       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.


 


5.17       Solvency.
Each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent.


 


5.18       Labor
Matters. There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any
of its Domestic Subsidiaries or such other Subsidiaries located in the United States as of the Closing Date.


 


5.19       Taxpayer
Identification Number. The Borrower’s true and correct U.S. taxpayer identification number is set forth on Schedule
10.02.


 


5.20       Intellectual
Property; Licenses, Etc. Except as disclosed in Schedule 5.20, to the Borrower’s knowledge, the Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably
necessary for the operation of the business of the Borrower and its Subsidiaries, taken as a whole, except as would not reasonably
be expected to have Material Adverse Effect (collectively, the “Material IP Rights”). Except as disclosed in
Schedule 5.20, no claim or litigation regarding any of the Material IP Rights is pending or, to the Borrower’s knowledge,
threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


5.21       [Reserved].


 




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5.22       OFAC.
No Loan Party, nor, to the knowledge of any Loan Party, any Related Party, (i) is currently the subject of any Sanctions, (ii)
is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five (5) years)
engaged in any prohibited transaction with any Person who is now or was then the subject of Sanctions or who is located, organized
or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, has been used, directly or indirectly, to
lend, contribute, provide or has otherwise made available to fund any prohibited activity or business in any Designated Jurisdiction
or to fund any prohibited activity or business of any Person located, organized or residing in any Designated Jurisdiction or who
is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender,
any Lead Arranger, the Administrative Agent, the L/C Issuer or the Swing Line Lender) of Sanctions. The Borrower and its Subsidiaries
have conducted their businesses in compliance with applicable Sanctions and have instituted and maintained policies and procedures
designed to promote and achieve compliance with applicable Sanctions.


 


5.23       Anti-Corruption
Laws. The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws.


 


5.24       EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


ARTICLE
VI. AFFIRMATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent
indemnification obligations), or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case
of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Significant Subsidiary to:


 


6.01       Financial
Statements. Deliver to the Administrative Agent for further delivery 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 90 days after the end of each fiscal year of the Borrower (or if earlier, 15 days after
the date required to be filed with the SEC) (commencing with the fiscal year ended September 28, 2018), a consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income
or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated
statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized
standing reasonably acceptable to the Required Lenders, 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


 




    	 	-79-	 



     


    

 


(b)          as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year
of the Borrower (commencing with the fiscal quarter ending December 29, 2017), a consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal
quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of changes
in shareholders’ equity, and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then
ended, setting forth in each case in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous
fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to
be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting
in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower
and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.


 


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


 


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


 


(a)          
(i) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) and (ii)
promptly (and in any event no later two (2) Business Days) upon the consummation of the Sirtex Acquisition, a duly completed Compliance
Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery
may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or
e-mail and shall be deemed to be an original authentic counterpart thereof for all purposes);


 


(b)          promptly
after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants
in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;


 


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


 


(d)          promptly,
and in any event within ten 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
or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or
any Subsidiary thereof; and


 




    	 	-80-	 



     


    

 


(e)          promptly,
such additional information regarding the business, financial or corporate affairs of the Borrower 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 (it being
understood and agreed that, notwithstanding anything to the contrary in this Agreement, none of the Borrower or any Subsidiary
will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document,
information or other matter requested under this Section 6.02 that (x) constitutes non-financial trade secrets or non-financial
proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives
or contractors) is prohibited by Law, or (z) is subject to a third-party confidentiality agreement.


 


Documents required to be
delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) or (d) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the
Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower
shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver
such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender
and (ii) if requested by the Administrative Agent or any Lender (through the Administrative Agent), the Borrower shall notify the
Administrative Agent or any such Lender (by facsimile or electronic mail) of the posting of any such documents (if the Administrative
Agent has not posted such documents on the Borrower’s behalf) and provide to the Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request
the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible
for requesting delivery to it or maintaining its copies of such documents.


 




    	 	-81-	 



     


    

 


The Borrower hereby acknowledges
that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, make available to the Lenders and
the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower 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 Borrower 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 Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower
Materials that are to be made available to Public Lenders and that all such Borrower Materials shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any
material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state
securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall
be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent
and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Side Information.” For the avoidance of doubt,
it is acknowledged and agreed that, as of the Closing Date, none of the Lenders is a Public Lender.


 


Notwithstanding the foregoing,
the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”


 


6.03       Notices.
Promptly after knowledge thereof by a Responsible Officer of the Borrower notify the Administrative Agent for further delivery
to each Lender:


 


(a)          of
the occurrence of any Default;


 


(b)          of
any matter (other than general economic trends) that has resulted or could reasonably be expected to result in a Material Adverse
Effect, as determined by the Borrower in good faith;


 


(c)          of
the occurrence of any ERISA Event which reasonably could be expected to result in liability in excess of the Threshold Amount;
and


 


(d)          of
any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary, including any determination
by the Borrower referred to in Section 2.10(b).


 


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


 


6.04       Payment
of Obligations. Pay and discharge as the same shall become due and payable, (a) all material tax liabilities, assessments and
governmental charges or levies upon it or its properties or assets, unless (i) the same are being contested in good faith by appropriate
proceedings diligently conducted, (ii) adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary,
and (iii) failure to make such payment pending such contest could not reasonably be expected to result in a Material Adverse Effect;
(b) all lawful claims which, if unpaid, would by law become a Lien upon its property (other than inchoate Liens permitted under
Section 7.01) unless (i) the same are being contested in good faith by appropriate proceedings diligently conducted, (ii) adequate
reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary, and (iii) failure to make such payment
pending such contest could not reasonably be expected to result in a Material Adverse Effect; and (c) all Indebtedness (other than
Indebtedness the non-payment of which would not violate Section 8.01(e)), as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing such Indebtedness.


 




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6.05       Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (to the
extent applicable under local law or regulation) under the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses
and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c) other than in connection with a Disposition permitted under Section
7.05, preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which
could reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, this Section 6.05 shall not
prohibit the Borrower or any Subsidiary from reorganizing in another state of the United States or changing its entity form so
long as (x) in the case of any Loan Party, such Loan Party has provided at least thirty (30) days prior written notice
to the Administrative Agent and such reorganization or change is not materially adverse to the Lenders or (y) in the case of any
Subsidiary that is not a Loan Party, the Borrower provides written notice to the Administrative Agent within thirty (30) days
after such reorganization or change shall have taken effect.


 


6.06       Maintenance
of Properties. (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 and Involuntary Dispositions excepted and (b) use
the standard of care typical in the industry in the operation and maintenance of its facilities and (c) make all necessary repairs
thereto and renewals and replacements thereof that the Loan Parties in their reasonable business judgment deem necessary; in each
case except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


6.07       Maintenance
of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, 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 (after giving effect to any self-insurance compatible with
the following standards) as are customarily carried under similar circumstances by such other Persons.


 


6.08       [Reserved].


 


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


 




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6.10       Books
and Records. (a) With respect to the Borrower and its Domestic Subsidiaries, maintain proper books of record and account, in
which full, true and correct entries in all material respects in conformity with GAAP consistently applied, as in effect from time
to time, shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary,
as the case may be; and (b) with respect to Foreign Subsidiaries, maintain such books of record and account in material conformity
with all applicable rules generally applied in the relevant jurisdiction and, as the case may be, all applicable requirements of
any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.


 


6.11       Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties
(provided that with respect to any leased property, such inspection shall not violate the terms of the applicable lease), to examine
its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances
and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business
hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however,
that (i) the Borrower shall not be obligated to reimburse the expenses associated with more than one visit and inspection per calendar
year (subject to clause (ii) below), (ii) when an Event of Default exists the Administrative Agent or any Lender (or
any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower
at any time during normal business hours and without advance notice and (iii) the Administrative Agent and the Lenders will (so
long as no Event of Default exists) use commercially reasonable efforts to give the Borrower the opportunity to participate in
any discussions with the Borrower’s accountants.


 


6.12       Use
of Proceeds. Use the proceeds of the Credit Extensions (i) for working capital, capital expenditures, (ii) to refinance all
outstanding Indebtedness under the Existing Credit Agreement, (iii) to pay the consideration for the Sirtex Acquisition, (iv) to
finance (x) certain permitted open market repurchases of the Borrower’s common stock and (y) Acquisitions permitted hereunder
and (v) for other general corporate purposes not in contravention of any Law or of any Loan Document.


 


6.13       Compliance
with FDA Regulations and Environmental Laws. The Borrower will, and will cause each of its Subsidiaries to, comply in all material
respects with, all applicable FDA Regulations and Environmental Laws, except where the failure to so comply could not reasonably
expect to result in a Material Adverse Effect, and obtain and comply in all material respects with, and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable FDA Regulations and Environmental Laws except where the
failure to so comply, obtain and maintain could not reasonably be expected to result in a Material Adverse Effect.


 


6.14       Covenant
to Guarantee Obligations. On each Guarantor Assessment Date, the Borrower shall determine whether there exists any new or additional
Material Subsidiaries, and if so, the Borrower shall promptly notify the Administrative Agent of such fact and promptly thereafter
(and in any event, within thirty (30) days or such other period as the Administrative Agent may approve in its sole discretion):


 




    	 	-84-	 



     


    

 


(i)          unless
such Material Subsidiary is unable to execute a Guaranty Joinder Agreement (or in the case of the first such Material Subsidiary
to become a Loan Party, the Guaranty), without contravening local law and without causing any non-de minimis adverse tax
effect as to the Borrower (and the Borrower provides a certificate to such effect), cause such Material Subsidiary to deliver to
the Administrative Agent the Guaranty or a Guaranty Joinder Agreement, as applicable, duly executed by such Material Subsidiary
(but subject to the limitations on the amounts guarantied set forth in the form of Guaranty attached hereto); and


 


(ii)         if
such Material Subsidiary is required to deliver a Guaranty or Guaranty Joinder Agreement under clause (i) above, also deliver to
the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) as
to such Material Subsidiary and, if requested by the Administrative Agent, favorable customary opinions of counsel to such Material
Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation
referred to in this Section 6.14), all in form, content and scope reasonably satisfactory to the Administrative Agent;


 


Notwithstanding anything
to the contrary herein, (a) no Foreign Subsidiary or Foreign Subsidiary Holding Company shall be required to become a Guarantor
or Loan Party or grant Liens on any of its property; and (b) neither the Borrower nor any Subsidiary shall be required to pledge
any Equity Interests.


 


(b)          If
the Borrower shall determine on any Guarantor Assessment Date in respect of any Subsidiary that is, at such time, a Guarantor,
that such Subsidiary is no longer a Material Subsidiary, the Borrower may deliver to the Administrative Agent a request for a release
of such Subsidiary from the Guaranty, accompanied by a certificate to such effect and certifying as to the absence of any Default
or Event of Default, whereupon the Administrative Agent shall execute such documents and instruments of release as shall be reasonably
satisfactory to the parties, confirming the release of such Subsidiary from the Guaranty required hereunder.


 


6.15       Further
Assurances. Promptly upon request, from time to time, by the Administrative Agent, or any Lender through the Administrative
Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment,
filing or recordation thereof, and (b) do, execute, acknowledge, deliver record, re-record, file, re-file, register and re-register
any and all such further acts, deeds, financing statements and continuation thereof, termination statements, certificates, assurances
and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from
time to time in order to (i) carry out more effectively the purposes of this Agreement and any other Loan Documents, and (ii) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or
now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in
connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of
its Subsidiaries to do so.


 




    	 	-85-	 



     


    

 


ARTICLE
VII. NEGATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent
indemnification Obligations), or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Significant Subsidiary to, directly or indirectly:


 


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


 


(a)          Liens
pursuant to any Loan Document;


 


(b)          Liens
existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i)
the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated
by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal
or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);


 


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


 


(d)          carriers’,
warehousemen’s, mechanics’, materialmen’s, landlord’s, repairmen’s or other like Liens arising in
the ordinary course of business which are not overdue for a period of more than 90 days or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the
applicable Person;


 


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


 


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


 


(g)          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;


 


(h)          Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);


 


(i)           Liens
on assets securing purchase money Indebtedness and capital leases in respect of such assets;


 




    	 	-86-	 



     


    

 


(j)           Interests
of lessors under operating leases;


 


(k)          Liens
consisting of leases or subleases of tangible property granted to others not interfering in any material respect with the business
of the Borrower and its Subsidiaries, taken as a whole, and licenses and sublicenses of IP Rights permitted under Section 7.05(f);


 


(l)           Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods;


 


(m)         Liens
on cash collateral securing reimbursement obligations to issuing banks under letters of credit otherwise permitted hereunder;


 


(n)          Liens
on assets acquired in any Investment not prohibited hereunder to the extent such Liens were in existence at the time of acquisition
and not incurred in anticipation thereof;


 


(o)          Liens
upon such accounts and the financial assets therein in favor of other financial institutions arising in connection with Borrower’s
or any Subsidiary’s deposit or securities accounts held at such institutions and not securing Indebtedness;


 


(p)          Liens
on earnest money deposits required under a letter of intent or purchase agreement in connection with Acquisitions and other transactions
otherwise permitted hereunder;


 


(q)          Liens
on assets representing part of the proceeds of a sale or other disposition of property otherwise permitted hereunder, to secure
post closing obligations to the buyer in connection with such sale or other disposition;


 


(r)           Liens
on cash representing proceeds from the issuance of Indebtedness solely for the purpose of making interest payments in connection
with such Indebtedness;


 


(s)          Liens
on insurance proceeds securing the payment of financed insurance premiums;


 


(t)           (A)
Liens that are contractual rights of setoff relating to purchase orders entered into with customers of such Person in the ordinary
course of its business and (B) Liens on goods the purchase price of which is financed by a documentary letter of credit issued
for the account of the Borrower or any of its Subsidiaries, provided that such Lien secures only the obligations of the Borrower
or such Subsidiaries in respect of such letter of credit to the extent permitted hereunder;


 


(u)          Liens
on any assets or Equity Interests of a Foreign Subsidiary of the Borrower securing Indebtedness of such Foreign Subsidiary permitted
hereunder;


 


(v)          any
security interest or set-off arrangements entered into by any Foreign Subsidiary in the ordinary course of its banking arrangements
which arise from the general banking conditions;


 




    	 	-87-	 



     


    

 


(w)         Liens
on cash collateral or other assets with an aggregate value not to exceed $200,000,000 securing obligations in respect of amounts
paid or payable under performance, payment, stay, appeal or surety bonds, or similar instruments; and


 


(x)          other
Liens on assets securing Indebtedness not in excess of the Threshold Amount in the aggregate at any time outstanding.


 


7.02       Investments.
Make any Investments after the Closing Date, except the following (each a “Permitted Investment”):


 


(a)          Investments
held by the Borrower or such Subsidiary in the form of cash equivalents, or short-term marketable securities and other Investments
permitted by the Borrower’s board-approved investment policy in effect from time to time;


 


(b)          advances
to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;


 


(c)          (i)
Investments of the Borrower in any Guarantor and Investments of any Guarantor in the Borrower or in another Guarantor; and (ii)
Investments by Subsidiaries that are not Guarantors in other Subsidiaries or the Borrower;


 


(d)          Investments
consisting of extensions of credit in the nature of accounts receivable, prepaid royalties or notes receivable arising from
the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and Investments
received in compromise or resolution of litigation, arbitration or other disputes;


 


(e)          Guarantees
permitted by Section 7.03;


 


(f)           (i)
Acquisitions by the Borrower or any of its wholly-owned Subsidiaries, provided that, after giving pro forma effect to any
such Acquisition and any Borrowings made in connection therewith (including any term loan or Revolving Credit Increase made available
pursuant to Section 2.14), (i) the Consolidated Net Leverage Ratio would not be greater than 0.25 to 1.00 less than the
then applicable maximum Consolidated Net Leverage Ratio as of the end of the latest fiscal quarter for which internal financial
statements are available and (ii) the aggregate principal amount of Revolving Credit Loans available to be borrowed under Section
2.01 hereof shall be at least $25,000,000 and (ii) the Sirtex Acquisition;


 


(g)          Investments
acquired in exchange for any other Investments in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization;


 


(h)          Investments
consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business of the Borrower and
its Subsidiaries consistent with reasonable past practices;


 




    	 	-88-	 



     


    

 


(i)           guaranties
in the ordinary course of business and consistent with past practice of obligations owed to or of landlords, suppliers, licensors
and licensees of the Borrower and its Subsidiaries or otherwise permitted hereunder;


 


(j)          to
the extent constituting an Investment, the Borrower and its Subsidiaries may (i) endorse negotiable instruments held for collection
in the ordinary course of business or (ii) make lease, utility and other similar deposits in the ordinary course of business;
and


 


(k)          so
long as immediately before and after giving effect to any such Investment, no Event of Default has occurred and is continuing,
other Investments by the Borrower or any Subsidiary consisting of or in the nature of a transfer or other disposition of Equity
Interests of one or more Foreign Subsidiaries of the Borrower to one or more other Subsidiaries of the Borrower;


 


(l)           Investments
held by Persons whose Equity Interests or assets are acquired in an Acquisition permitted hereunder after the Closing Date to the
extent that such Investments were not made in contemplation of or in connection with such Acquisition and were in existence on
the date of such Acquisition;


 


(m)         Investments
arising out of the receipt by Borrower or its Subsidiaries of promissory notes and other non-cash consideration for Permitted Dispositions;


 


(n)          (i)
third-party trade receivables, (ii) intercompany trade receivables among Loan Parties, (iii) intercompany payables resulting from
unreimbursed costs related to the allocation of shared employees and services, so long as such transactions in the ordinary course
of such Person’s business, and (iv) intercompany receivables among any Loan Party and any of their Subsidiaries recorded
as intercompany journal entries in connection with transfer pricing, cost-sharing and similar arrangements, so long as such transactions
are cashless and in each case incurred in the ordinary course of such Person’s business; and


 


(o)          other
Investments (including joint ventures and loan fundings and commitments), other than Acquisitions, provided that, the aggregate
amount of all such Investments together during the term of this Agreement does not exceed $500,000,000.


 


7.03       Subsidiary
Guarantees. Create, incur, assume or suffer to exist any Guarantees issued by Subsidiaries, except:


 


(a)          the
Guaranty;


 


(b)          Guarantees
outstanding on the date hereof and listed on Schedule 7.03;


 


(c)          Guarantees
issued by a Subsidiary other than a Domestic Subsidiary or a First Tier Foreign Subsidiary with respect to Indebtedness or other
obligations of any other Subsidiary;


 


(d)          Guarantees
of First Tier Foreign Subsidiaries in respect of ordinary course real estate lease, vendor and other ordinary course transactions
not constituting financings and entered into by Subsidiaries of any such First Tier Foreign Subsidiary; and


 




    	 	-89-	 



     


    

 


(e)          Indebtedness
arising from any refinancings, refundings, renewals or extensions of item (b) and (c) above; provided that the amount
of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal
to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection therewith and
by an amount equal to any existing commitments unutilized thereunder.


 


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


 


(a)          any
Subsidiary may merge or consolidate with (i) the Borrower, provided that the Borrower shall be the continuing or surviving
Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary,
a Guarantor shall be the continuing or surviving Person;


 


(b)          the
Borrower and Subsidiaries of Borrower may merge or consolidate with any Person as necessary to consummate Acquisitions permitted
hereunder; provided that if Borrower is party to transaction, Borrower shall be the surviving Person;


 


(c)          any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to
another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either
be the Borrower or a Guarantor;


 


(d)          Dispositions
of all or substantially all of the assets of any Subsidiary (other than a Guarantor) not otherwise permitted under this Section
7.04 shall be permitted; provided that (i) at the time of such Disposition, no Default shall exist or would result from
such Disposition, (ii) the combined book value of all property and assets Disposed of in reliance of this clause (d)
(combined with any Dispositions made pursuant to clause (j) of Section 7.05) while this Agreement is in effect shall
not exceed $300,000,000 in the aggregate, and (iii) after giving effect to such Disposition, the Borrower is in compliance,
on a projected pro forma basis, with Section 7.11 for the subsequent four fiscal quarters;


 


7.05       Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except the following (each a “Permitted Disposition”):


 


(a)          Dispositions
of surplus, obsolete 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;


 




    	 	-90-	 



     


    

 


(d)          Dispositions
of property by any Subsidiary to any Loan Party or to a wholly-owned Subsidiary; provided that if the transferor of such
property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;


 


(e)          Dispositions
permitted by Section 7.04 and Dispositions consisting of Permitted Liens or Permitted Investments;


 


(f)           (i)
licenses and sublicenses of IP Rights in the ordinary course of business, (ii) licenses and cross-licenses of IP Rights in
connection with settlements of intellectual property-related disputes with third parties; (iii) customary licenses and cross-licenses
of IP Rights acquired in an Acquisition that are granted back to the seller, and (iv) the abandonment, permitted lapse, cancellation,
termination and/or cessation of IP Rights that are, in the reasonable judgment of the Borrower, no longer economically practicable,
commercially desirable to maintain or useful, in each case, in the conduct of business of the Borrower and its Subsidiaries taken
as a whole;


 


(g)          sales
or discounting of delinquent accounts in the ordinary course of business;


 


(h)          any
Involuntary Disposition;


 


(i)           the
transfer of amounts by the Borrower to or from one of its investment or deposit accounts maintained any Lead Arranger, Bank of
America or any Lender, as the case may be, to another of its investment or deposit accounts maintained with any Lead Arranger,
Bank of America or any Lender, as the case may be; and


 


(j)           Dispositions
by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time
of such Disposition, no Default shall exist or would result from such Disposition, (ii) the combined book value of all property
and assets Disposed of in reliance of this clause (j) (combined with any Dispositions made pursuant to clause (d)
of Section 7.04) shall not exceed $300,000,000 in the aggregate, and (iii) after giving effect to such Disposition, the
Borrower is in compliance, on a projected pro forma basis, with Section 7.11 for the subsequent four fiscal quarters;


 


provided, however,
that any Disposition pursuant to subsections (a), (b), (c), (g), (i) and (j) shall be
for fair value.


 


7.06       Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise)
to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or
would result therefrom:


 


(a)          each
Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such
Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment
is being made;


 




    	 	-91-	 



     


    

 


(b)          the
Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or
other common Equity Interests of such Person;


 


(c)          the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received
from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;


 


(d)          the
Borrower may make Accelerated Share Repurchases; and


 


(e)          the
Borrower may declare or pay cash dividends to its stockholders and purchase, redeem or otherwise acquire for cash Equity Interests
issued by it, provided, that after giving effect to such declaration, payment, purchase, redemption or acquisition, the
Borrower is in compliance, on a projected pro forma basis, with Section 7.11 for the subsequent four fiscal quarters.


 


7.07       Change
in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted
by the Borrower and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto.


 


7.08       Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary
course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would
be obtainable by the Borrower 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 transactions between or among the Borrower
and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.


 


7.09       Burdensome
Agreements. (i) enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits
the ability (I) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property
to the Borrower or any Guarantor, (II) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (III) of any Domestic
Subsidiary to pledge the Equity Interest of any First Tier Foreign Subsidiary, or (b) requires the pledge of any Equity Interest
of any Domestic Subsidiary or any First Tier Foreign Subsidiary, or (ii) grant a pledge of any of the Equity Interest of any Domestic
Subsidiary or any First Tier Foreign Subsidiary other than Permitted Liens (except to the Administrative Agent for the benefit
of the Secured Parties).


 


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


 




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7.11       Financial
Covenants.


 


(a)          Consolidated
Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last day of any fiscal quarter of the Borrower
to be greater than 3.50 to 1.00; provided, however, that notwithstanding the foregoing, following an Acquisition
permitted hereunder by the Borrower, and following the delivery of an Acquisition Leverage Ratio Notice, the Borrower shall have
the ability, not more than twice during the term of this Agreement, to increase the Consolidated Net Leverage Ratio to be less
than or equal to (i) 4.00 to 1.00 with respect to the fiscal quarter during which such Acquisition occurs and the next three (3)
succeeding fiscal quarters thereafter, (ii) stepping down to 3.75 to 1.00 for the next three (3) succeeding full fiscal quarters
and (iii) further stepping down to 3.50 to 1.00 thereafter.


 


7.12       Amendment
or Modification of Organization Documents. Amend, modify or change in any manner any term or provision of any Loan Party’s
Organization Documents in any manner materially adverse to the interests of any Secured Party.


 


7.13       Accounting
Changes. Make any change in accounting policies or reporting practices, except as required by GAAP or as may be required
by applicable Law or, in the case of any change to fiscal quarter or fiscal year end date methodology after the Closing Date, without
prompt notice thereof to the Administrative Agent.


 


7.14       [Reserved].


 


7.15       Sanctions.
Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds
to any Subsidiary, joint venture partner or other individual or entity, to fund any prohibited activities of or business with any
individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in
any other manner that will result in a violation by any individual or entity (including any individual or entity participating
in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.


 


7.16       Anti-Corruption
Laws. Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States
Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions.


 


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.
The 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 three Business Days after the same becomes due, any interest
on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five Business Days after the same becomes
due, any other amount payable hereunder or under any other Loan Document; or


 


(b)          Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01,
6.02, 6.03, 6.05, 6.10, 6.11, 6.12, 6.14 or Article VII, or any
Guarantor fails to perform or observe any similar material term, covenant or agreement contained in the Guaranty; or


 




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(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 45 days
after the earlier of the date on which (i) a Responsible Officer of any Loan Party becomes aware of such failure and (ii) notice
thereof shall have been given to any Loan Party by the Administrative Agent or any Lender; or


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower 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 (except, if a qualifier relating to materiality, Material Adverse Effect
or a similar concept applies, such representation, warranty, certification or statement of fact was incorrect or misleading in
any respect when made or deemed made) when made or deemed made; or


 


(e)          Cross-Default.
(i) Any Loan Party or any Significant Subsidiary (A) fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder
and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount,
or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default
or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving
of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity,
or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (B)
shall not apply to Indebtedness due as a result of a voluntary sale or transfer of assets not prohibited by the applicable agreement
or instrument; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting
from (A) any event of default under such Swap Contract as to which any Loan Party or any Significant Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any
Loan Party or any Significant Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by such Loan Party or such Significant Subsidiary as a result thereof is greater than the Threshold Amount; provided,
that, an Event of Default under this clause (e) shall not be deemed to have occurred if the applicable event or condition
giving rise to such Event of Default has been waived or rescinded in writing by the holders of such Indebtedness within five (5)
Business Days of the occurrence of such event or condition; or


 




    	 	-94-	 



     


    

 


(f)           Insolvency
Proceedings, Etc. Any Loan Party or any Significant Subsidiary 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 without
being dismissed; 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


 


(g)          Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Significant Subsidiary becomes unable or admits in writing its inability
or fails generally to pay its debts as they become due, subject to any applicable grace periods, 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 45 days after its issue or levy; or


 


(h)          Judgments.
Except as set forth on Schedule 8.01(h), there is entered against any Loan Party or any Significant Subsidiary (i) one or
more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the
Threshold Amount (to the extent not covered by independent third-party insurance or commercial surety as to which the insurer or
surety does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period of 20 consecutive days during which a stay of enforcement
of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


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


 


(j)           Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent indemnification obligations
that survive the termination of this Agreement), ceases to be in full force and effect; or any Loan Party or any other Person contests
in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability
or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or


 


(k)          [Reserved].


 


(l)           Change
of Control. There occurs any Change of Control with respect to the Borrower.


 




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


 


(a)          declare
the commitment of each Lender to make Loans and any obligation of the 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 Borrower;


 


(c)          require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


(d)          exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the 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 the Borrower under the Bankruptcy
Code of the United States, the obligation of each Lender to make Loans and any obligation of the 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 Borrower 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 Secured Obligations shall, subject to the provisions
of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order:


 


First, to payment
of that portion of the Secured 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;


 


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


 




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Third, to payment
of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C
Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the 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 Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then
owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge
Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;


 


Fifth, to the Administrative
Agent for the account of the 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 Borrower pursuant to Sections 2.03 and
2.15; and


 


Last, the balance,
if any, after all of the Secured Obligations (other than indemnities and other similar contingent obligations surviving the termination
of this Agreement for which no claim has been made and which are unknown and not calculable at the time of termination) have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law; provided that Excluded Swap Obligations with
respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments
shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set
forth above in this Section.


 


Subject to Sections 2.03(c)
and 2.15, 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
Secured Obligations, if any, in the order set forth above.


 


Notwithstanding the foregoing,
Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application
described above if the Administrative Agent has not received a Secured Party Designation Notice, 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 (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank)
and the 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 the
L/C Issuer, and neither the 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. Each of the Lenders acknowledge that the provisions
in the Existing Credit Agreement regarding “Secured Cash Management Agreements” and “Secured Hedge Agreements”
are now covered by the provisions regarding Secured Cash Management Agreements and Secured Hedge Agreements hereunder. Each of
the Lenders acknowledge and agree that the extensions of credit made hereunder are commercial loans and letters of credit and not
investments in a business enterprise or securities.


 


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 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 has occurred and is continuing;


 


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


 




    	 	-98-	 



     


    

 


(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 the Borrower or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity; and


 


(d)          shall
not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with
the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative
Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender
or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation
of Loans, or disclosure of confidential information, to any Disqualified Institution.


 


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 Borrower, a Lender or the 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, or instrument or document, (v)
the value or the sufficiency of any collateral, or (vi) 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 the L/C Issuer, the Administrative Agent may presume
that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice
to the contrary from such Lender or the 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 Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 




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


 


9.06       Resignation
of Administrative Agent.


 


(a)          The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.
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 the 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 Borrower and such Person remove such
Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed
by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective
in accordance with such notice on the Removal Effective Date.


 




    	 	-100-	 



     


    

 


(c)          With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any collateral security held by the Administrative Agent on behalf of the Lenders or the 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 (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender and the 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 (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other
amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date,
as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the 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.


 


(d)          Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer
and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the
rights, powers, privileges and duties of the 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 resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line
Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding
as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).
Upon the appointment by the Borrower 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.


 




    	 	-101-	 



     


    

 


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


 


9.08       No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, the Lead Arrangers, the Syndication
Agents or the Documentation 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 the
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 the 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 Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the 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 the 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 the 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
the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights
of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C
Issuer in any such proceeding.


 




    	 	-102-	 



     


    

 


9.10       Collateral
and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential
Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,


 


(a)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination
Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale
or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing
in accordance with Section 10.01;


 


(b)          to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 7.01(x); and


 


(c)          to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Material Subsidiary or a Subsidiary
as a result of a transaction permitted under the Loan Documents.


 


Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate
its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant
to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s
expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to subordinate
its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with
the terms of the Loan Documents and this Section 9.10.


 


9.11       Secured
Cash Management Agreements and Secured 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, the Guaranty or any collateral by virtue
of the provisions hereof or of the 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 otherwise in respect of any collateral (including the release or impairment
of such collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the
Guaranty) other than in its capacity as a Lender, the L/C Issuer or the Administrative Agent 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, Secured
Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received
a Secured Party Designation Notice of such Secured 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. The Administrative Agent shall not
be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations
arising under Secured Cash Management Agreements and Secured Hedge Agreements, in the case of a Facility Termination Date.


 




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9.12       Certain
ERISA Matters.


 


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


 


(i)          
such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42)
of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,


 


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


 


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


 


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


 


(b)          In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, the Arranger, and each other Lead Arranger and their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of the Borrower or any other Loan Party, that:


 




    	 	-104-	 



     


    

 


(i)          none
of the Administrative Agent, the Arranger, or any other Lead Arranger or any of their respective Affiliates is a fiduciary with
respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),


 


(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, the Arranger or any other Lead 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, the Arranger and each other Lead 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.


 




    	 	-105-	 



     


    

 


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 Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the
Borrower 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 (x) the Administrative Agent and the Borrower may, with the consent of the other, amend, modify or supplement this Agreement
and any other Loan Document to cure any ambiguity, typographical error, defect or inconsistency if such amendment, modification
or supplement does not adversely affect the rights of any Agent, any Lender or any L/C Issuer, and (y) no such amendment,
waiver or consent shall:


 


(a)          (i)
waive any condition set forth in Section 4.01(a) without the written consent of each Lender; or (ii) waive any condition
set forth in Section 4.02 as to any Credit Extension under the Revolving Credit Facility without the written consent of
the Required Lenders;


 


(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 whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition
precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);


 


(c)          postpone
any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to
the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to
receive such payment;


 


(d)          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 entitled to receive such payment; provided, however, that only the consent of
the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of
the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder
(or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or
L/C Borrowing or to reduce any fee payable hereunder;


 


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


 


(f)           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;


 




    	 	-106-	 



     


    

 


(g)          [reserved];


 


(h)          except
in connection with a Permitted Disposition or a transaction permitted by Section 7.04, release a Guarantor from the Guaranty
or all or substantially all of the value of the Guaranty without the written consent of each Lender, except to the extent the release
of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent
acting alone); or


 


(i)           impose
any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without
the written consent of the Required Lenders under such Facility;


 


and, provided further,
that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required
above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender
in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 the Fee Letter
may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender or all Lenders
or each affected Lender under a Facility 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 or all Lenders or each affected
Lender under a Facility that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected
Lenders shall require the consent of such Defaulting Lender.


 


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 or electronic
mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made
to the applicable telephone number, as follows:


 


(i)          if
to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 10.02; and


 




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(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 Borrower).


 


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 the 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, the Swing Line Lender, the L/C Issuer or the Borrower
may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.


 


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


 


(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, the 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 the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission
of Borrower Materials through the Internet.


 




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


 


(e)          Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swing Line
Loan Notices) purportedly given by or on behalf of the 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 Borrower shall indemnify the Administrative Agent, the
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 the 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.


 


10.03    No
Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the 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.


 




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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 Issuer; 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 Issuer or the Swing
Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or 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 Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable documented fees, charges and disbursements of counsel for the Administrative
Agent), in connection with (A) the syndication of the credit facilities provided
for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents,
provided that the Borrower’s liability for such reasonable documented fees, charges and disbursements of counsel for the
Administrative Agent shall not exceed $125,000, or (B) 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 documented out-of-pocket
expenses incurred by the 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 documented out-of-pocket expenses incurred by the Administrative Agent,
any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender
or the L/C Issuer), 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.


 




    	 	-110-	 



     


    

 


(b)          Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Lead
Arranger and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against
any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties
arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document
or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative
Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents
(including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use
or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter
of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section
3.01(c), 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 claim.


 


(c)          Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the
Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent
(or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro
rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim
asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further 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), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing
Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject
to the provisions of Section 2.12(d).


 




    	 	-111-	 



     


    

 


(d)          Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection
(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other
than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by
a final and nonappealable judgment of a court of competent jurisdiction.


 


(e)          Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 


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


 


10.05    Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer
or any Lender, or the Administrative Agent, the 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, the 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, 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
the 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 Federal Funds Rate from time to time in effect. The obligations
of the Lenders and the 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.


 




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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 the Borrower may not 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, the 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 (in each case with respect
to any Facility) 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 under any Facility and/or the
Loans at the time owing to it with respect to any Facility or contemporaneous assignments to related Approved Funds that equal
at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)         in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $10,000,000, in the case of any assignment in respect of the Revolving
Credit Facility, unless each of the Administrative Agent and, so long as no Event of Default under Sections 8.01(a)
or (f) has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed).


 


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


 




    	 	-113-	 



     


    

 


(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 Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund;


 


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


 


(C)         the
consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility
(such consents not to be unreasonably withheld or delayed).


 


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


 


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


 


(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 Borrower 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, the 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.


 




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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, the 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 a non-fiduciary agent of the Borrower (and such agency being solely
for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered
to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the L/C Issuer or the
Swing Line Lender, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of
the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the 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 Borrower, the Administrative Agent, the Lenders and the 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(c) without
regard to the existence of any participation.


 




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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. The Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood
that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided
that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee
under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01
or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have
been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that
occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's
request and expense, to use reasonable efforts to cooperate with the Borrower 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 that 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 nonfiduciary agent of the Borrower,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit
or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


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


 




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(f)           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 assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon
30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the
Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower 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 Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges
and duties of the 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 resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by
it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans
or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(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 the 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 effectively assume the obligations of Bank of America with respect to such Letters
of Credit.


 


(g)          Disqualified
Institutions. (i) No assignment or, to the extent the Competitor List has been posted on the Platform for all Lenders, participation
shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the assigning
Lender entered into a binding agreement to sell and assign or participate in all or a portion of its rights and obligations under
this Agreement to such Person (unless the Borrower has consented to such assignment in writing in its sole and absolute discretion,
in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation).
For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after the applicable
Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred
to in, the definition of “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from
becoming a Lender and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not
by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this clause
(f)(i) shall not be void, but the other provisions of this clause shall apply.


 




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(ii)         If
any assignment is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause
(i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense
and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Commitment of
such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with
such Commitment, and/or (B) require such Disqualified Institution to assign, without recourse (in accordance with and subject to
the restrictions contained in this Section 10.06), all of its interest, rights and obligations under this Agreement and
related Loan Documents to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that
such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued
fees and all other amounts (other than principal amounts) payable to it hereunder and other Loan Documents; provided that
(1) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b),
(2) such assignment does not conflict with Applicable Laws, (3) the Borrower shall not use the proceeds from any Loans to prepay
term loans held by Disqualified Institutions, and (4) the Borrower shall not use the proceeds from any Revolving Credit Loans to
terminate any Commitment of any Disqualified Institution or repay obligations of the Borrower owing to such Disqualified Institution
in connection with such Commitment.


 


(iii)        Notwithstanding
anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information,
reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate
in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders
or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for
purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction
to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any
other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that
are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization or
plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), each Disqualified Institution party hereto hereby
agrees (1) not to vote on such Plan, (2) if such Disqualified Institution does vote on such Plan notwithstanding the restriction
in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to
Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted
in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy
Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination
by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).


 


(iv)        The
Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the
list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “Disqualified
Institution List”) on the Platform, including that portion of the Platform that is designated for “public side”
Lenders and/or (B) provide the Disqualified Institution List to each Lender requesting the same.


 




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10.07    Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to
its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any
regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(a)(iii) or
2.14(b)(iii) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction
under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder (it
being understood that the Disqualified Institution List may be disclosed to any assignee or Participant, and, in each case, their
financing source, or prospective assignee or Participant, in reliance on this clause (f)), (g) on a confidential basis to (i) any
rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the
CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers
with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative
Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the
Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary
relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available
to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


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


 




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10.08    Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the 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, the L/C Issuer or any such Affiliate to or for the
credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan
Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the 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 the Borrower or such Loan Party may be contingent or unmatured or are
owed to a branch, office or Affiliate of such Lender or the 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 2.16 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 Issuer and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing
to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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,
the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the
Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall
not affect the validity of such setoff and application.


 


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 Borrower.
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 the Administrative Agent or the 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 means (e.g.
“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.


 




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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. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender,
regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any
Letter of Credit shall remain outstanding.


 


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 Issuer or the Swing Line Lender, 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 Borrower is entitled to replace a Lender pursuant
to the provisions of Section 3.06 or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, 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
Borrower shall have paid 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 Borrower
(in the case of all other amounts);


 




    	 	-121-	 



     


    

 


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


 


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


 


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


 


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


 


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, IN ACCORDANCE WITH SECTION
5-1401 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORk.


 


(b)          SUBMISSION
TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY 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, the 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 THE L/C ISSUER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN
PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 




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(c)          WAIVER
OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY 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.


 


(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.


 




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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), the Borrower and each other
Loan Party 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 Arranger, the other Lead Arrangers and the Lenders
are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on
the one hand, and the Administrative Agent, the Arranger, the other Lead Arrangers and the Lenders, on the other hand, (B) each
of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it
has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent, the Arranger, each other Lead Arranger 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
Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent,
the Arranger, any other Lead Arranger nor any Lender has any obligation to the Borrower, any other Loan Party 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 Arranger, the other Lead 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 Borrower, the other
Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger, any other Lead Arranger nor any
Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates.
To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby agrees not to assert any claims that
it may have against the Administrative Agent, the Arranger, any other Lead Arranger 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 “execution,” “execute”, “signed,”
“signature,” and words of like import in or related to any document to be signed in connection with this Agreement
and the transactions contemplated hereby (including, without limitation, Assignment and Assumptions, amendments or other Loan Notices,
Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment
terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of
a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or
any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained
herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or
in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


10.18    USA
PATRIOT Act. 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 Borrower 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 the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The
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.


 




    	 	-124-	 



     


    

 


10.19    [Reserved].


 


10.20    Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under the Loan
Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and
severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan
Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its
obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the
maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations
and undertakings under this Section 10.20 voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section
shall remain in full force and effect until the Facility Termination Date. Each Qualified ECP Guarantor intends this Section to
constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support,
or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.


 


10.21    Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an EEA Financial
Institution is a party to this Agreement and 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 Lender or L/C Issuer
that is an EEA 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 EEA Resolution Authority and agrees and consents to, and acknowledges and agrees
to be bound by:


 


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


 


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


 


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


 


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


 


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


 


[Remainder of Page
Intentionally Left Blank]


 




    	 	-125-	 



     


    

 

IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	VARIAN MEDICAL SYSTEMS, INC.


 


	 	By:	/s/ Franco N. Palomba
	 	Name:	Franco N. Palomba
	 	Title:	Senior Vice President,
	 	 	Finance and Treasurer


 




    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	bank of america, n.a., as
	 	Administrative Agent


 


	 	By:	/s/ Henry Pennell
	 	Name:	Henry Pennell
	 	Title:	Vice President


 




    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	bank of america, n.a., as a Lender, L/C
	 	 Issuer and Swing Line Lender


 


	 	By:   	/s/ Sebastian Lurie
	 	Name:	Sebastian Lurie
	 	Title:	Senior Vice President


 




    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	WELLS FARGO BANK, N.A, as a Lender


 


	 	By:	/s/ Sara Barton
	 	Name:	Sara Barton
	 	Title:	Vice President


  




    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	CITIBANK, N.A., as a Lender


 


	 	By:	/s/ Gordon DeKuyper
	 	Name:	Gordon DeKuyper
	 	Title:	Managing Director


 




    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	DNB CAPITAL, LLC, as a Lender 


 


	 	By:	/s/ Kristie Li
	 	Name:	Kristie Li
	 	Title:	Senior Vice President
	 	 	 
	 	By:	/s/ Kristi Birkeland Sorensen
	 	Name:	Kristi Birkeland Sorensen
	 	Title:	Senior Vice President,
	 	 	Head of Corporate Banking


 




    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	FIFTH THIRD BANK, as a Lender


 


	 	By:	/s/ Thomas Avery
	 	Name:	Thomas Avery
	 	Title:	Director



 



    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	JPMORGAn CHASE Bank, N.A., as a Lender


 


	 	By:	/s/ Kyler Eng
	 	Name:	Kyler Eng
	 	Title:	Vice President


 




    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	PNC Bank, N.A., as a Lender


 


	 	By:	/s/ Scott W Miller
	 	Name:	Scott W Miller
	 	Title:	Vice President

         





    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	ROYAL BANK OF CANADA, as a Lender


 


	 	By:	/s/ Kevin Bemben
	 	Name:	Kevin Bemben
	 	Title:	Authorized Signatory



 



    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	SUMITOMO MITSUI BANKING

                           CORPORATION, as a Lender



 


	 	By:	/s/ Katsuyuki Kubo
	 	Name:	Katsuyuki Kubo
	 	Title:	Managing Director



 



    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	TD BANk, N.A., as a Lender


 


	 	By:	/s/ Shreya Shah
	 	Name:	Shreya Shah
	 	Title:	Senior Vice President



 



    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    

 


	 	MORGAN STANLEY BANK, N.A., as a Lender


 


	 	By:	/s/ Michael King
	 	Name:	Michael King
	 	Title:	Authorized Signatory


  








    	 	Varian Medical Systems, Inc.
Credit Agreement
Signature Page
	 



     


    



 


EXHIBIT A


 


FORM
OF LOAN NOTICE


 


Date: ___________, _____


 


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



 


Ladies and Gentlemen:


 


Reference is made to that
certain Credit Agreement, dated as of April 3, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined),
among Varian Medical Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


The undersigned hereby requests (select one):


 


A Revolving Credit Borrowing  


 


A conversion or continuation of Revolving Credit
Loans


 


		1.	On ________________________________ (a Business Day).



 


		2.	In the principal amount of $_____________.



 


		3.	Comprised of ________________________.



[Type of Loan requested]


 


		4.	For Eurodollar Rate Loans: with an Interest Period of ____________ months.



 


[The Revolving Credit Borrowing,
if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Credit Agreement.]1


 


	 	VARIAN MEDICAL SYSTEMS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	(a Responsible Officer)


 





 






 


1
Include this sentence in the case of a Revolving Credit Borrowing.


 




    	 	 A-1	 
	 	Form of Loan Notice	 



     


    


 


  EXHIBIT B


 


FORM
OF swing line loan NOTICE


 


Date: ___________, _____


 


		To:	Bank of America, N.A., as Swing Line Lender



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


 


Ladies and Gentlemen:


 


Reference is made to that
certain Credit Agreement, dated as of April 3, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined),
among Varian Medical Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


The undersigned hereby requests a Swing Line
Borrowing:


 


		1.	On ________________________________ (a Business Day).



 


		2.	In the principal amount of $____________.



 


The Swing Line Borrowing
requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Credit Agreement.


 


	 	VARIAN MEDICAL SYSTEMS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	(a Responsible Officer)


  




    	 	 B-1	 
	 	Form of Swing Line Loan Notice	 



     


    


 


EXHIBIT C


 


FORM
OF REVOLVING CREDIT NOTE


 


__________, 20__


 


FOR VALUE RECEIVED, the
undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”),
in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Credit
Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of April 3, 2018 (as amended,
restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”;
the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


The Borrower promises to
pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such
principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise
provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest
shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative
Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the
per annum rate set forth in the Credit Agreement.


 


This Revolving Credit Note
is one of the Revolving Credit Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid
in whole or in part subject to the terms and conditions provided therein. This Revolving Credit Note is also entitled to the benefits
of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement,
all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable
all as provided in the Credit Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts
or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving
Credit Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.


 


The Borrower, for itself,
its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Revolving Credit Note.


 


THIS Revolving
Credit NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, IN
ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORk.


 




    	 	 C-1	 
	 	Form of Revolving Credit Note	 



     


    


 


 


	 	VARIAN MEDICAL SYSTEMS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 



    	 	 C-2	 
	 	Form of Revolving Credit Note	 



     


    


 


LoanS
AND PAYMENTS with respect thereto


 


	Date	 	
        Type of

        Loan Made
	 	
        Amount of

        Loan Made
	 	
        End of

        Interest

        Period
	 	
        Amount of

        Principal or

        Interest

        Paid This

        Date
	 	
        Outstanding

        Principal

        Balance

        This Date
	 	
        Notation

        Made By

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	 	 C-3	 
	 	Form of Revolving Credit Note	 



     


    


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 April 3, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined),
among Varian Medical Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


The undersigned Responsible
Officer hereby certifies as of the date hereof that he/she is the _____________________________ of the Borrower, and that,
as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the
Borrower, and that:


 


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


 


1.           The
Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Credit Agreement for
the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public
accountant required by such section.


 


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


 


1.           The
Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Credit Agreement for the fiscal
quarter of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial
condition, results of operations, shareholders’ equity and cash flows of the Borrower 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.


 


2.           The
undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting
period covered by such financial statements.


 


3.           A
review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with
a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan
Documents, and


 






    	 	 D-1	 
	 	Form of Compliance Certificate	 



     


    


 


[select one:]


 


[to the best knowledge
of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents
applicable to it, and no Default has occurred and is continuing.]


 


—or—


 


[to the best knowledge
of the undersigned, during such fiscal period 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:]


 


4.           The
representations and warranties of the Borrower contained in Article V of the Credit Agreement, and any representations and
warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents,
are true and correct in all material respects on and as of the date hereof, except that (i) if a qualifier relating to materiality,
Material Adverse Effect or a similar concept applies, such representation and warranty is true and correct in all respects, (ii)
to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties
are true and correct as of such earlier date, and (iii) for purposes of this Compliance Certificate, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the
most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the
Credit Agreement, including the statements in connection with which this Compliance Certificate is delivered.


 


5.           The
financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate
on and as of the date of this Compliance Certificate.


 


IN WITNESS WHEREOF,
the undersigned has executed this Compliance Certificate as of, ___________, _____.


 


	 	VARIAN MEDICAL SYSTEMS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	[Chief Executive Officer, Chief Financial
Officer, Treasurer or Controller]

	 	 




    	 	 D-2	 
	 	Form of Compliance Certificate	 



     


    


 


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


SCHEDULE 1


to the Compliance Certificate


($ in 000’s)


 


		I.	Section 7.11 (a) – Consolidated Net Leverage Ratio.



		A.	Consolidated Funded Net Indebtedness at Statement Date:



 





	 	1.	Consolidated Funded Indebtedness at Statement Date:	 	$__________
	 	 	 	 	 
	 	2.	Unrestricted cash and Cash Equivalents of the Loan Parties (of up to $150,000,000):	 	$__________
	 	 	 	 	 
	 	3.	Consolidated Funded Net Indebtedness at Statement Date (Line I.A.1 – I.A.2):	 	$__________




 


		B.	Consolidated EBITDA for four consecutive quarters ending on above date (“Subject Period”):2



 


	 	1.	Consolidated Net Income for Subject Period:	 	$__________
	 	 	 	 	 
	 	2.	Consolidated Interest Charges for Subject Period:	 	$__________
	 	 	 	 	 
	 	3.	Net income taxes for Subject Period:	 	$__________
	 	 	 	 	 
	 	4.	Depreciation expenses for Subject Period:	 	$__________
	 	 	 	 	 
	 	5.	Amortization expenses for Subject Period:	 	$__________
	 	 	 	 	 
	 	6.	Non-recurring, non-cash reductions of Consolidated Net Income for Subject Period:	 	$__________
	 	 	 	 	 
	 	7.	Non-cash cost of employee services received in share-based payment transactions (in accordance with FASB ASC 718) for Subject Period:	 	$__________
	 	 	 	 	 
	 	8.	Non-cash charges and losses, including any loan impairments, any non-cash expense due to the application of FASB ASC 815-10 regarding hedging activity and FASB ASC-350 regarding impairment of goodwill:  	 	$__________
	 	 	 	 	 
	 	9.	Costs incurred in connection with the Spin-Off:	 	$__________
	 	 	 	 	 
	 	10.	(a) Costs incurred in connection with an Acquisition and Disposition and (b) costs incurred in connection with severance costs, relocation costs, integration and facilities opening and closing costs, signing costs, retention or completion bonuses, transition costs and restructuring charges or reserves related to Acquisitions; provided that the aggregate amount added back shall not exceed 10% of Consolidated EBITDA:	 	$__________


 





 



 


2 provided that in the case of the
Sirtex Acquisition, the Consolidated EBITDA of Sirtex Medical Limited for the most recent four (4) fiscal quarter period preceding
the Sirtex Acquisition shall be determined as follows: an amount equal to the product of (i) $195,036 multiplied by (ii) 365 minus
the number of days that have elapsed since the consummation of the Sirtex Acquisition.


 






    	 	 D-3	 
	 	Form of Compliance Certificate	 



     


    

 


	 	11.	Income tax credits for Subject Period:	 	$__________
	 	 	 	 	 
	 	12.	Non-cash additions to Consolidated Net Income for Subject Period:	 	$__________
	 	 	 	 	 
	 	13.	Consolidated Varian EBITDA (Lines I.B.1 + 2 + 3 + 4 + 5 + 6 +	 	 
	 	 	7 + 8 + 9  + 10− 11 − 12):	 	$__________
	 	 	 	 	 
	 	14.	Sirtex EBTIDA:	 	$__________
	 	 	 	 	 
	 	15.	Total Consolidated EBITDA (Line I.B. 13 + 14)	 	$__________
	 	 	 	 	 
	C.	Consolidated Net Leverage Ratio (Line I.A.3  ̧ Line I.B.13):	 	______ to 1
	 	 	 	 	 
	 	Maximum permitted:	 	3.50 to 1.00





 




    	 	 D-4	 
	 	Form of Compliance Certificate	 



     


    


 


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


SCHEDULE 2


to the Compliance Certificate


($ in 000’s)


Consolidated EBITDA


(in accordance with the definition
of Consolidated EBITDA


as set forth in the Credit
Agreement)


 


	Consolidated

        EBITDA
	 	Quarter

        Ended
	 	Quarter

        Ended
	 	Quarter

        Ended
	 	Quarter

        Ended
	 	Twelve

        Months

        Ended

	
        Consolidated

        Net Income
	 	 	 	 	 	 	 	 	 	 
	+  Consolidated Interest Charges	 	 	 	 	 	 	 	 	 	 
	+  income taxes	 	 	 	 	 	 	 	 	 	 
	+  depreciation expense	 	 	 	 	 	 	 	 	 	 
	+  amortization expense	 	 	 	 	 	 	 	 	 	 
	+  non-recurring non-cash expenses	 	 	 	 	 	 	 	 	 	 
	+ non-cash costs of employee services received in share-based payment transactions (in accordance with FASB ASC 718)	 	 	 	 	 	 	 	 	 	 
	+ Non-cash charges and losses, including any loan impairments, any non-cash expense due to the application of FASB ASC 815-10 regarding hedging activity and FASB ASC-350 regarding impairment of goodwill  	 	 	 	 	 	 	 	 	 	 
	+ Costs incurred in connection with the Spin-Off	 	 	 	 	 	 	 	 	 	 
	+ (a) Costs incurred in connection with an Acquisition and Disposition and (b) costs incurred in connection with severance costs, relocation costs, integration and facilities opening and closing costs, signing costs, retention or completion bonuses, transition costs and restructuring charges or reserves related to Acquisitions; provided that the aggregate amount added back shall not exceed 10% of Consolidated EBITDA	 	 	 	 	 	 	 	 	 	 
	-  income tax credits	 	 	 	 	 	 	 	 	 	 
	-  non-cash income	 	 	 	 	 	 	 	 	 	 
	=  Consolidated EBITDA	 	 	 	 	 	 	 	 	 	 


 




    	 	 D-5	 
	 	Form of Compliance Certificate	 



     


    


 


For the LTM ended December
29, 2017 (“Statement Date”)


SCHEDULE 33


to the Compliance Certificate


($ in 000’s)


Sirtex EBITDA


(in accordance with the definition
of Consolidated EBITDA


as set forth in the Credit
Agreement)


 


	 	 	12/30/2016	 	 	6/30/2017	 	 	12/29/2017	 	 	 	 	 	 	 
	Sirtex EBITDA	 	HY 2017	 	 	FY 2017	 	 	HY 2018	 	 	AUD LTM	 	 	USD* LTM	 
	Consolidated 
Net Income	 	 	20,400	 	 	 	(26,257	)	 	 	24,957	 	 	 	(21,700	)	 	 	(16,944	)
	+ Consolidated 
Interest Charges	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	+ income taxes	 	 	6,409	 	 	 	14,697	 	 	 	9,616	 	 	 	17,904	 	 	 	13,980	 
	+ depreciation expense	 	 	1,112	 	 	 	2,371	 	 	 	1,080	 	 	 	2,339	 	 	 	1,826	 
	+ amortization expense	 	 	2,201	 	 	 	4,545	 	 	 	674	 	 	 	3,018	 	 	 	2,357	 
	+ non-recurring 
non-cash expenses (impairment)	 	 	1,336	 	 	 	90,541	 	 	 	405	 	 	 	89,610	 	 	 	69,969	 
	Sirtex Consolidated EBITDA	 	 	31,458	 	 	 	85,897	 	 	 	36,732	 	 	 	91,171	 	 	 	71,188	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	*0.78082		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


*FX rate matching forward contracts


 





 



 


3
This Schedule 3 will only be used for the first four (4) fiscal quarters following the Sirtex Acquisition.


 




    	 	 D-6	 
	 	Form of Compliance Certificate	 



     


    


 


EXHIBIT E-1


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by
and between [the][each]4 Assignor identified
in item 1 below ([the][each, an] “Assignor”) and [the][each]5 Assignee identified in item
2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations
of [the Assignors][the Assignees]6 hereunder are several
and not joint.]7 Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its
capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments
delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding
rights and obligations under the respective facilities identified below (including, without limitation, the Letters of Credit and
the Swing Line Loans included in such facilities8) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective
Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant
to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by [the][any] Assignor.


 





 



 


4
For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment
is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language.


5
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee,
choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.


6
Select as appropriate.


7
Include bracketed language if there are either multiple Assignors or multiple Assignees.


8
Include all applicable subfacilities.


 






    	 	E-1-1	 
	 	Form of Assignment and Assumption	 



     


    


 


		1.	Assignor[s]:          ______________________________



 


______________________________


[Assignor [is] [is not] a Defaulting
Lender]


 


		2.	Assignee[s]:          ______________________________



 


______________________________


[for each Assignee, indicate [Affiliate][Approved
Fund] of [identify Lender]]


 


		3.	Borrower:    Varian Medical Systems, Inc. (the “Borrower”)



 


		4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit
Agreement



 


		5.	Credit Agreement:    Credit Agreement, dated as of April 3, 2018, among
the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer.



 


		6.	Assigned Interest(s):



 





	Assignor[s]9
	 	Assignee[s]10
	 	Facility

        Assigned 11
	 	Aggregate

        Amount of

        Commitment/Loans

        for all Lenders12
	 	 	Amount of

        Commitment/ 

Loans

        Assigned
	 	 	Percentage

        Assigned of

        Commitment/

        Loans13
	 	 	CUSIP

        Number
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	$	 	 	 	$	 	 	 	 	 	%	 	 		 
	 	 	 	 	 	 	$	 	 	 	$	 	 	 	 	 	%	 	 	 	 
	 	 	 	 	 	 	$	 	 	 	$	 	 	 	 	 	%	 	 	 	 







  


		[7.	Trade Date:           __________________]14



 


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


 





 



 


9
List each Assignor, as appropriate.


10
List each Assignee and, if available, its market entity identifier, as appropriate.


11
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment
(e.g. “Revolving Credit Commitment”, etc.).


12
Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.


13
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


14
To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade
Date.


 






    	 	E-1-2	 
	 	Form of Assignment and Assumption	 



     


    

 


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


 


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


 


[Consented to and]15 Accepted:


 


BANK OF AMERICA, N.A., as


Administrative Agent


 





	By: 	 	 
	 	Title:	 
	 	 	 
	[Consented to:]16	 
	 	 	 
	By: 	 	 
	 	Title:	 




 





 



 


15
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


16
To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms
of the Credit Agreement.




 






    	 	E-1-3	 
	 	Form of Assignment and Assumption	 



     


    


 


ANNEX 1 TO ASSIGNMENT
AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS
FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.            
Representations and Warranties.


 


1.1.          Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant]
Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim,
(iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption
and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents
or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.        Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v)
of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the
Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring
assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity
to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and
such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it
is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance
upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender.


 






    	 	E-1-4	 
	 	Form of Assignment and Assumption	 



     


    

 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest
(including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have
accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and
after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or
other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.


 


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


 




    	 	E-1-5	 
	 	Form of Assignment and Assumption	 



     


    


 


EXHIBIT E-2


 


FORM OF ADMINISTRATIVE
QUESTIONNAIRE


 


See attached.


 




    	 	E-2-1	 
	 	Form of Administrative Questionnaire	 



     


    


 


EXHIBIT F


 


FORM
OF GUARANTY


  


GUARANTY AGREEMENT 


 


THIS GUARANTY AGREEMENT
dated as of [__________, 20__], (this “Guaranty Agreement”), is being entered into among EACH OF THE
UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor”
and collectively the “Guarantors”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity,
the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below).
All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.


 


RECITALS:


 


A.           Pursuant
to a Credit Agreement dated as of April 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Varian Medical Systems, Inc., a Delaware corporation (the “Borrower”),
the Administrative Agent, Bank of America, N.A., as Swing Line Lender and L/C Issuer, and the lenders now or hereafter party thereto
(the “Lenders”), the Lenders have agreed to provide to the Borrower a revolving credit facility with a letter
of credit sublimit and swing line facility.


 


B.           Certain
additional extensions of credit may be made from time to time for the benefit of one or more Loan Parties pursuant to certain Secured
Cash Management Agreements and Secured Hedge Agreements (each as defined in the Credit Agreement).


 


C.           It
is a condition precedent to the Secured Parties’ obligations to extend such credit that the Guarantors shall have executed
and delivered this Guaranty Agreement to the Administrative Agent.


 


D.           Each
Guarantor is, directly or indirectly, a Subsidiary of the Borrower and will materially benefit from such extensions of credit to
the Borrower. The credit extended under the Credit Agreement may be used in part to enable the Borrower to make valuable transfers
to the Guarantors in connection with the operation of their respective businesses. The credit extended under the Credit Agreement
will enhance the overall financial strength and stability of the Borrower’s consolidated group of companies, including the
Guarantors.


 


In order to induce the
Secured Parties to from time to time to extend credit under the Credit Agreement and under the Secured Cash Management Agreements
and Secured Hedge Agreements, the parties hereto agree as follows: 


 




    	 	F-1	 
	 	Form of Guaranty	 



     


    







 


1.           Guaranty.
Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Administrative
Agent for the benefit of the Secured Parties the payment and performance in full of the Guaranteed Liabilities (as defined below).
For all purposes of this Guaranty Agreement, “Guaranteed Liabilities” means: (a) the Borrower’s prompt
payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms
of the Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising,
due or payable from the Borrower to any one or more of the Secured Parties, including principal, interest, fees and expenses (including
all fees and expenses of counsel (collectively, “Attorneys’ Costs”)); (b) the Borrower’s performance,
observance and discharge of each and every agreement, undertaking, covenant and provision required to be performed, observed or
discharged by the Borrower under the Credit Agreement, the Notes and all other Loan Documents, each at the time and in the manner
set forth in the Loan Documents; and (c) each Loan Party’s prompt payment when due (whether at stated maturity, by required
prepayment, upon acceleration, demand or otherwise and at all times thereafter) of all other Secured Obligations, in the amounts,
at the times and in the manner arising under the Loan Documents and any Secured Cash Management Agreements and Secured Hedge Agreements;
provided that the “Guaranteed Liabilities” shall exclude any Excluded Swap Obligations. The Guarantors’
obligations to the Secured Parties under this Guaranty Agreement, subject to the limitations set forth below, are hereinafter collectively
referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the “Guarantor’s
Obligations”.


 


Anything contained herein
to the contrary notwithstanding, the Guarantors’ Obligations and the liability of each Guarantor individually with respect
to its Guarantor’s Obligations shall each be limited to an aggregate amount equal to the largest amount that would not render
the Guarantor’s Obligations of such Guarantor to be subject to avoidance as a fraudulent transfer or conveyance under Section
548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law, and.


 


Each Guarantor agrees that
it is jointly and severally, directly and primarily liable for the Guaranteed Liabilities, subject to the limitations set forth
in this Section 1.


 


2.           Payment.     If
the Borrower or any other applicable Loan Party shall default in payment or performance of any of the Guaranteed Liabilities, whether
principal, interest, fees, expenses (including, but not limited to, Attorneys’ Costs), or otherwise, when and as the same
shall become due, and after expiration of any applicable grace period, whether according to the terms of the Credit Agreement,
by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default under the Credit Agreement,
then any or all of the Guarantors will, jointly and severally, upon demand thereof by the Administrative Agent, (i) pay to the
Administrative Agent, for the benefit of the Secured Parties, subject to the restrictions set forth in Section 1 hereof,
an amount equal to all the Guaranteed Liabilities then due and owing or declared or deemed to be due and owing, including for this
purpose, in the event of any Event of Default under Section 8.01(f) of the Credit Agreement (and irrespective of the applicability
of any restriction on acceleration or other action as against any other Loan Party under any Debtor Relief Laws), the entire outstanding
or accrued amount of all Secured Obligations or (ii) perform such Guaranteed Liabilities, as applicable. For purposes of this Section
2, the Guarantors acknowledge and agree that “Guaranteed Liabilities” shall be deemed to include any amount (whether
principal, interest, fees or expenses) which would have been accelerated in accordance with Section 8.02 of the Credit Agreement
but for the fact that such acceleration could be unenforceable or not allowable under any Debtor Relief Law.


 






    	 	F-2	 
	 	Form of Guaranty	 



     


    

 


3.           Absolute
Rights and Obligations. This is a guaranty of payment and not of collection. The Guarantors’ Obligations under this
Guaranty Agreement shall be joint and several as set forth in Section 1 above, absolute and unconditional irrespective of,
and each Guarantor hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Guaranty
Agreement and all Collateral Documents to which it is a party by reason of:


 


(a)           any
lack of legality, validity or enforceability of the Credit Agreement, of any of the Notes, of any other Loan Document, or of any
other agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantors’ Obligations,
any of the Guaranteed Liabilities, or any other guaranty of any of the Guaranteed Liabilities (the Loan Documents and all such
other agreements and instruments being collectively referred to as the “Related Agreements”);


 


(b)           any
action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission
to enforce any right conferred thereby, or any waiver of any covenant or condition therein provided;


 


(c)           any
acceleration of the maturity of any of the Guaranteed Liabilities, of the Guarantor’s Obligations of any other Guarantor,
or of any other obligations or liabilities of any Person under any of the Related Agreements;


 


(d)           any
release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security for any
of the Guaranteed Liabilities, for any of the Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities
of any Person under any of the Related Agreements;


 


(e)           any
dissolution of the Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement, or the combination
or consolidation of the Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement into or with another
entity or any transfer or disposition of any assets of the Borrower, any Guarantor or any other Loan Party or any other party to
a Related Agreement;


 


(f)           any
extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, any
acceptance of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available
under, the Credit Agreement, any of the Notes or any other Loan Document or any other Related Agreement, in whole or in part;


 


(g)           the
existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security
therefor) of the Guaranteed Liabilities (including without limitation the Guarantor’s Obligations of any other Guarantor
and obligations arising under any other Guaranty or any other Loan Document now or hereafter in effect);


 






    	 	F-3	 
	 	Form of Guaranty	 



     


    

 


(h)           any
waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision contained
in the Credit Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining
to the payment or performance of any of the Guaranteed Liabilities, any of the Guarantor’s Obligations of any other Guarantor,
or any of the obligations or liabilities of any party to any other Related Agreement; and


 


(i)           any
other circumstance whatsoever (with or without notice to or knowledge of any Guarantor or any other Loan Party) which might in
any manner or to any extent vary the risks of such Loan Party, or might otherwise constitute a legal or equitable defense available
to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be had to
the Borrower or any other Loan Party or to any collateral in respect of the Guaranteed Liabilities or Guarantors’ Obligations.


 


It is the express purpose and intent of the
parties hereto that this Guaranty Agreement and the Guarantors’ Obligations hereunder and under each Guaranty Joinder Agreement
shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment and performance
as herein provided.


 


4.           Currency
and Funds of Payment. All Guarantors’ Obligations for payment will be paid in lawful currency of the United States
of America and in immediately available funds, regardless of any law, regulation or decree now or hereafter in effect that might
in any manner affect the Guaranteed Liabilities, or the rights of any Secured Party with respect thereto as against the Borrower
or any other Loan Party, or cause or permit to be invoked any alteration in the time, amount or manner of payment by the Borrower
or any other Loan Party of any or all of the Guaranteed Liabilities.


 


5.           Events
of Default. Without limiting the provisions of Section 2 hereof, in the event that there shall occur and be continuing
an Event of Default, then notwithstanding any collateral or other security or credit support for the Guaranteed Liabilities, at
the Administrative Agent’s election and without notice thereof or demand therefor, each of the Guaranteed Liabilities and
the Guarantors’ Obligations shall (subject to any restrictions on the Guarantors’ Obligations and each Guarantor’s
Obligations set forth in Section 1 hereof) immediately be and become due and payable.


 


6.           Subordination.
Until this Guaranty Agreement is terminated in accordance with Section 22 hereof, each Guarantor hereby unconditionally
subordinates all present and future debts, liabilities or obligations now or hereafter owing to such Guarantor (a) of the Borrower,
to the payment in full of the Guaranteed Liabilities, (b) of every other Guarantor (each an “obligated guarantor”),
to the payment in full of the Guarantors’ Obligations of such obligated guarantor, and (c) of each other Person now or hereafter
constituting a Loan Party, to the payment in full of the obligations of such Loan Party owing to any Secured Party and arising
under the Loan Documents or any Secured Cash Management Agreement or Secured Hedge Agreement. All amounts due under such subordinated
debts, liabilities, or obligations shall, upon the occurrence and during the continuance of an Event of Default, be collected by
the applicable Guarantor and, upon request by the Administrative Agent, paid over forthwith to the Administrative Agent for the
benefit of the Secured Parties on account of the Guaranteed Liabilities or the Guarantors’ Obligations, as applicable, and,
after such request and pending such payment, shall be held by such Guarantor as agent and bailee of the Secured Parties separate
and apart from all other funds, property and accounts of such Guarantor.


 






    	 	F-4	 
	 	Form of Guaranty	 



     


    

 


7.           Suits.
Each Guarantor from time to time shall pay to the Administrative Agent for the benefit of the Secured Parties, on demand, at the
Administrative Agent’s Office or such other address as the Administrative Agent shall give notice of to such Guarantor, the
Guarantors’ Obligations as they become or are declared due, and in the event such payment is not made forthwith, the Administrative
Agent may proceed to suit against any one or more or all of the Guarantors. At the Administrative Agent’s election, one or
more and successive or concurrent suits may be brought hereon by the Administrative Agent against any one or more or all of the
Guarantors, whether or not suit has been commenced against the Borrower, any other Guarantor, or any other Person and whether or
not the Secured Parties have taken or failed to take any other action to collect all or any portion of the Guaranteed Liabilities
or have taken or failed to take any actions against any collateral securing payment or performance of all or any portion of the
Guaranteed Liabilities, and irrespective of any event, occurrence, or condition described in Section 3 hereof.


 


8.           Set-Off
and Waiver. Each Guarantor waives, to the extent permitted by Law, any right to assert against any Secured Party as a defense,
counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable)
or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or
all of the Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available
to such Guarantor. Each Guarantor agrees that each Secured Party shall have a lien for all the Guarantor’s Obligations of
such Guarantor upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or
hereafter pledged, mortgaged, transferred or assigned to such Secured Party or otherwise in the possession or control of such Secured
Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of
any deposit account or of any credit of such Guarantor with such Secured Party, whether now existing or hereafter established,
and hereby authorizes each Secured Party from and after the occurrence and during the continuance of an Event of Default at any
time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations
of such Guarantor to the Secured Parties as are then due, in such amounts as provided for in the Credit Agreement or otherwise
as they may elect (subject to any restrictions set forth in Section 1 hereof). For the purposes of this Section 8,
all remittances and property shall be deemed to be in the possession of a Secured Party as soon as the same may be put in transit
to it by mail or carrier or by other bailee.


 






    	 	F-5	 
	 	Form of Guaranty	 



     


    

 


9.           Waiver
of Notice; Subrogation.


 


(a)           Each
Guarantor hereby waives to the extent permitted by law notice of the following events or occurrences: (i) acceptance of this Guaranty
Agreement; (ii) the Lenders’ heretofore, now or from time to time hereafter making Loans and issuing Letters of Credit and
otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower or any other Loan Party, or otherwise
entering into arrangements with any Loan Party giving rise to Guaranteed Liabilities, whether pursuant to the Credit Agreement
or the Notes or any other Loan Document or Related Agreement or any amendments, modifications, or supplements thereto, or replacements
or extensions thereof; (iii) presentment, demand, default, non-payment, partial payment and protest; and (iv) any other event,
condition, or occurrence described in Section 3 hereof. Each Guarantor agrees that each Secured Party may heretofore, now
or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Secured Party,
in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing
such Guarantor from its Guarantor’s Obligations, and each Guarantor hereby consents to each and all of the foregoing events
or occurrences.


 


(b)           Each
Guarantor hereby agrees that payment or performance by such Guarantor of its Guarantor’s Obligations under this Guaranty
Agreement may be enforced by the Administrative Agent on behalf of the Secured Parties upon demand by the Administrative Agent
to such Guarantor without the Administrative Agent being required, such Guarantor expressly waiving to the extent permitted by
law any right it may have to require the Administrative Agent, to (i) prosecute collection or seek to enforce or resort to any
remedies against the Borrower or any other Guarantor or any other guarantor of the Guaranteed Liabilities, or (ii) seek to enforce
or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Administrative Agent or
any Lender or other party to a Related Agreement by the Borrower, any other Guarantor or any other Person on account of the Guaranteed
Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND
UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE
AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT.


 


(c)           Each
Guarantor further agrees that with respect to this Guaranty Agreement, such Guarantor shall not exercise any of its rights of subrogation,
reimbursement, contribution, indemnity or recourse to security for the Guaranteed Liabilities until 93 days immediately following
the Facility Termination Date shall have elapsed without the filing or commencement, by or against any Loan Party, of any state
or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect
of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, such Loan Party or its assets.
If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Guaranty Agreement
in accordance with the provisions of Section 22 hereof, such amount shall be held in trust for the benefit of the Secured
Parties and shall forthwith be paid to the Administrative Agent, for the benefit of the Secured Parties, to be credited and applied
upon the Guarantors’ Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or otherwise
as the Secured Parties may elect. The agreements in this subsection shall survive repayment of all of the Guarantors’ Obligations,
the termination or expiration of this Guaranty Agreement in any manner, including but not limited to termination in accordance
with Section 22 hereof, and occurrence of the Facility Termination Date.


 






    	 	F-6	 
	 	Form of Guaranty	 



     


    

 


10.         Effectiveness;
Enforceability. This Guaranty Agreement shall be effective as of the date first above written and shall continue in full
force and effect until termination in accordance with Section 22 hereof. Any claim or claims that the Secured Parties may
at any time hereafter have against a Guarantor under this Guaranty Agreement may be asserted by the Administrative Agent on behalf
of the Secured Parties by written notice directed to such Guarantor in accordance with Section 24 hereof.


 


11.         Representations
and Warranties. Each Guarantor warrants and represents to the Administrative Agent, for the benefit of the Secured Parties,
that (a) it is duly authorized to execute and deliver this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is
a party, as applicable), and to perform its obligations under this Guaranty Agreement; (b) this Guaranty Agreement (or the Guaranty
Joinder Agreement to which it is a party, as applicable) has been duly executed and delivered on behalf of such Guarantor by its
duly authorized representatives; (c) this Guaranty Agreement (and any Guaranty Joinder Agreement to which such Guarantor is a party)
is legal, valid, binding and enforceable against such Guarantor in accordance with its terms except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws or similar laws affecting the enforcement of creditors’
rights generally and by equitable principles relating to enforceability (whether enforcement is sought by proceedings in equity
or at law); and (d) such Guarantor’s execution, delivery and performance of this Guaranty Agreement (and any Guaranty Joinder
Agreement to which such Guarantor is a party) do not violate or constitute a breach of (i) any of its Organization Documents, (ii)
any material agreement or instrument to which such Guarantor is a party in a manner which could reasonably be expected to have
a Material Adverse Effect, or (iii) any material Law to which it or its properties or operations is subject.


 


12.         Expenses
and Indemnity. Each Guarantor agrees to be jointly and severally liable for the payment of all documented out-of-pocket
fees and expenses, including documented Attorneys’ Costs, incurred by any Secured Party in connection with the enforcement
of this Guaranty Agreement, whether or not suit be brought. Without limitation of any other obligations of any Guarantor or remedies
of the Administrative Agent or any Secured Party under this Guaranty Agreement, each Guarantor shall, to the fullest extent permitted
by Law, indemnify, defend and save and hold harmless the Administrative Agent and each Secured Party from and against, and shall
pay on within ten (10) Business Days after demand therefor, any and all damages, losses, liabilities and expenses (including Attorneys’
Costs) that may be suffered or incurred by the Administrative Agent or such Secured Party in connection with or as a result of
any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or any applicable Loan
Party enforceable against the Borrower or such applicable Loan Party in accordance with their terms. The obligations of each Guarantor
under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty Agreement.


 






    	 	F-7	 
	 	Form of Guaranty	 



     


    

 


13.         Reinstatement.
Each Guarantor agrees that this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, at any
time payment received by any Secured Party in respect of any Guaranteed Liabilities is rescinded or must be restored for any reason,
or is repaid by any Secured Party in whole or in part in good faith settlement of any pending or threatened avoidance claim.


 


14.         Attorney-in-Fact.
To the extent permitted by law, each Guarantor hereby appoints the Administrative Agent, for the benefit of the Secured Parties,
as such Guarantor’s attorney-in-fact for the purposes of carrying out the provisions of this Guaranty Agreement and taking
any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes
hereof, which appointment is coupled with an interest and is irrevocable; provided, that the Administrative Agent shall
have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default.


 


15.         Reliance.
Each Guarantor represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, that: (a) such Guarantor
has adequate means to obtain on a continuing basis (i) information concerning the Loan Parties and the Loan Parties’ financial
condition and affairs and (ii) such other information as it deems material in deciding to provide this Guaranty Agreement and any
Guaranty Joinder Agreement (“Other Information”), and has adequate access to the Loan Parties’ books and
records and to such Other Information; (b) such Guarantor is not relying on any Secured Party or its or their employees, directors,
agents or other representatives or Affiliates, to provide any such information, now or in the future; (c) such Guarantor has been
furnished with and reviewed the terms of the Credit Agreement and such other Loan Documents and Related Agreements as it has requested,
is executing this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is a party, as applicable) freely and deliberately,
and understands the obligations and financial risk undertaken by providing this Guaranty Agreement (and any Guaranty Joinder Agreement);
(d) such Guarantor has relied solely on the Guarantor’s own independent investigation, appraisal and analysis of the Borrower
and the other Loan Parties, such Persons’ financial condition and affairs, the Other Information, and such other matters
as it deems material in deciding to provide this Guaranty Agreement (and any Guaranty Joinder Agreement) and is fully aware of
the same; and (e) such Guarantor has not depended or relied on any Secured Party or its or their employees, directors, agents or
other representatives or Affiliates, for any information whatsoever concerning the Borrower or the Borrower’s financial condition
and affairs or any other matters material to such Guarantor’s decision to provide this Guaranty Agreement (and any Guaranty
Joinder Agreement), or for any counseling, guidance, or special consideration or any promise therefor with respect to such decision.
Each Guarantor agrees that no Secured Party has any duty or responsibility whatsoever, now or in the future, to provide to such
Guarantor any information concerning the Borrower or any other Loan Party or such Persons’ financial condition and affairs,
or any Other Information, other than as expressly provided herein, and that, if such Guarantor receives any such information from
any Secured Party or its or their employees, directors, agents or other representatives or Affiliates, such Guarantor will independently
verify the information and will not rely on any Secured Party or its or their employees, directors, agents or other representatives
or Affiliates, with respect to such information.


 






    	 	F-8	 
	 	Form of Guaranty	 



     


    

 


16.         Rules
of Interpretation. The rules of interpretation contained in Section 1.02 of the Credit Agreement shall be applicable
to this Guaranty Agreement and each Guaranty Joinder Agreement and are hereby incorporated by reference. All representations and
warranties contained herein shall survive the delivery of documents and any extension of credit referred to herein or guaranteed
hereby.


 


17.         Entire
Agreement. This Guaranty Agreement and each Guaranty Joinder Agreement, together with the Credit Agreement and the other
Loan Documents, constitute and express the entire understanding between the parties hereto with respect to the subject matter hereof,
and supersede all prior negotiations, agreements, understandings, inducements, commitments or conditions, express or implied, oral
or written, except as herein contained. The express terms hereof control and supersede any course of performance or usage of the
trade inconsistent with any of the terms hereof. Except as provided in Section 22, neither this Guaranty Agreement nor any
Guaranty Joinder Agreement nor any portion or provision hereof or thereof may be changed, altered, modified, supplemented, discharged,
canceled, terminated, or amended orally or in any manner other than as provided in the Credit Agreement.


 


18.         Binding
Agreement; Assignment. This Guaranty Agreement, each Guaranty Joinder Agreement and the terms, covenants and conditions
hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto and thereto, and to their respective heirs,
legal representatives, successors and assigns; provided, however, that no Guarantor shall be permitted to assign
any of its rights, powers, duties or obligations under this Guaranty Agreement, any Guaranty Joinder Agreement or any other interest
herein or therein except as expressly permitted herein or in the Credit Agreement. Without limiting the generality of the foregoing
sentence of this Section 18, any Lender may assign to one or more Persons, or grant to one or more Persons participations
in or to, all or any part of its rights and obligations under the Credit Agreement (to the extent permitted by the Credit Agreement);
and to the extent of any such assignment or participation such other Person shall, to the fullest extent permitted by law, thereupon
become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject however, to the provisions
of the Credit Agreement, including Article IX thereof (concerning the Administrative Agent) and Section 10.06 thereof
concerning assignments and participations. All references herein to the Administrative Agent shall include any successor thereof.


 


19.         Secured
Cash Management Agreements and Secured Hedge Agreements. No Secured Party (other than the Administrative Agent) that obtains
the benefit of this Guaranty Agreement shall have any right to notice of any action or to consent to, direct or object to any action
hereunder (including the release, impairment or modification of any Guarantors’ Obligations or security therefor) other than
in its capacity as a Lender or the L/C Issuer and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding
any other provision of this Guaranty Agreement to the contrary, the Administrative Agent shall only be required to verify the payment
of, or that other satisfactory arrangement have been made with respect to, the Secured Obligations arising under Secured Cash Management
Agreements and Secured Hedge Agreements to the extent the Administrative Agent has received written notice of such Secured Obligations,
together with such supporting documentation as it may request, from the applicable Cash Management Bank or Hedge Bank, as the case
may be. Each Secured Party not a party to the Credit Agreement that obtains the benefit of this Guaranty Agreement shall be deemed
to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and
that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may
affect such Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits
and immunities conferred under Article IX of the Credit Agreement.


 






    	 	F-9	 
	 	Form of Guaranty	 



     


    

 


20.         Severability.
If any provision of this Guaranty Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Guaranty Agreement 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.


 


21.         Counterparts.
This Guaranty Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed
an original, and it shall not be necessary in making proof of this Guaranty Agreement to produce or account for more than one such
counterpart executed by the Guarantors against whom enforcement is sought. Without limiting the foregoing provisions of this Section
21, the provisions of Section 10.10 of the Credit Agreement shall be applicable to this Guaranty Agreement.


 


22.         Termination.
Subject to reinstatement pursuant to Section 13 hereof, this Guaranty Agreement and each Guaranty Joinder Agreement, and
all of the Guarantors’ Obligations hereunder (excluding those Guarantors’ Obligations relating to Guaranteed Liabilities
that expressly survive such termination) shall without delivery of any instrument or performance of any act by any party terminate
on the Facility Termination Date.


 


23.         Remedies
Cumulative; Late Payments. All remedies hereunder are cumulative and are not exclusive of any other rights and remedies
of the Administrative Agent or any other Secured Party provided by law or under the Credit Agreement, the other Loan Documents
or other applicable agreements or instruments. The making of the Loans and other credit extensions pursuant to the Credit Agreement
and other Related Agreements shall be conclusively presumed to have been made or extended, respectively, in reliance upon each
Guarantor’s guaranty of the Guaranteed Liabilities, subject to the limitations set forth in Section 1, pursuant to the terms
hereof. Any amounts not paid when due under this Guaranty Agreement shall bear interest from the date of demand until paid in full
at the Default Rate, to the extent permitted by applicable law.


 


24.         Notices.
Any notice required or permitted hereunder or under any Guaranty Joinder Agreement shall be given, (a) with respect to each Guarantor,
at the address of the Borrower indicated in Schedule 10.02 of the Credit Agreement and (b) with respect to the Administrative
Agent or any other Secured Party, at the Administrative Agent’s address indicated in Schedule 10.02 of the Credit
Agreement. All such addresses may be modified, and all such notices shall be given and shall be effective, as provided in Section
10.02 of the Credit Agreement for the giving and effectiveness of notices and modifications of addresses thereunder.


 






    	 	F-10	 
	 	Form of Guaranty	 



     


    

 


25.         Joinder.
Each Person that shall at any time execute and deliver to the Administrative Agent a Guaranty Joinder Agreement substantially
in the form attached as Exhibit A hereto shall thereupon irrevocably, absolutely and unconditionally become a party hereto and
obligated hereunder as a Guarantor, and all references herein and in the other Loan Documents to the Guarantors or to the parties
to this Guaranty Agreement shall be deemed to include such Person as a Guarantor hereunder.


 


26.         Governing
Law; Jurisdiction; Etc.


 


(a)           GOVERNING
LAW. THIS GUARANTY AGREEMENT AND EACH GUARANTY JOINDER 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 guaranty Agreement
or any guaranty joinder agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance
with, the law of the State of NEW yORK, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK.


 


(b)           SUBMISSION
TO JURSDICTION. EACH GUARANTOR 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, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY AGREEMENT OR ANY GUARANTY
JOINDER AGREEMENT 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 GUARANTY AGREEMENT OR IN ANY GUARANTY JOINDER AGREEMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






    	 	F-11	 
	 	Form of Guaranty	 



     


    

 


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


 


(d)           SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 24.
NOTHING IN THIS GUARANTY AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.


 


27.         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 GUARANTY AGREEMENT
OR ANY GUARANTY JOINDER AGREEMENT 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 GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 


 






    	 	F-12	 
	 	Form of Guaranty	 



     


    

 


28.         Keepwell.    Each Loan Party that is a Qualified ECP Guarantor at the time the guaranty or the grant of the security interest under
the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly
and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified
Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of
its obligations under this Guaranty Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case,
only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s
obligations and undertakings under this Section 1 voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section
shall remain in full force and effect until the Facility Termination Date. Each Qualified ECP Guarantor intends this Section to
constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support,
or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.


 


[Signature page follows.]


 




    	 	F-13	 
	 	Form of Guaranty	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Guaranty Agreement as of the day and year first written above.


 


	 	GUARANTORS:
	 	 
	 	[___________________________]1


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	[___________________________]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent


 


	 	By:	 
	 	Name:	 
	 	Title:	 


  





 






1 Insert Guarantors as applicable.


 


GUARANTY AGREEMENT


Signature Page


 




    	 	 	 



     


    

 


EXHIBIT A


 


Form of Guaranty Joinder Agreement


 


GUARANTY JOINDER AGREEMENT


 


THIS GUARANTY JOINDER
AGREEMENT dated as of _____________, 20__ (this “Guaranty Joinder Agreement”), is made by _______________________________,
a ________________ (the “Joining Guarantor”), in favor of BANK OF AMERICA, N.A., in its capacity as Administrative
Agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referenced below;
all capitalized terms used but not defined herein shall have the meanings provided therefor in such Credit Agreement).


 


RECITALS:


 


A.           Varian
Medical Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto and the Administrative
Agent are party to a Credit Agreement dated as of April 3, 2018 (as in effect on the date hereof, the “Credit Agreement”).


 


B.           Certain
Subsidiaries of the Borrower are party to a Guaranty Agreement dated as of [_________ __, 20__] (as in effect on the date
hereof, the “Guaranty Agreement”).


 


C.           The
Joining Guarantor is a Subsidiary of the Borrower and is required by the terms of the Credit Agreement to be joined as a party
to the Guaranty Agreement as a Guarantor (as defined in the Guaranty Agreement).


 


D.           The
Joining Guarantor will materially benefit directly or indirectly from the extensions of credit made from time to time under the
Credit Agreement, Secured Cash Management Agreements and Secured Hedge Agreements.


 


In order to induce the
Secured Parties to from time to time to extend credit under the Credit Agreement, Secured Cash Management Agreements and Secured
Hedge Agreements, the Joining Guarantor hereby agrees as follows:


 


1.           Joinder.
The Joining Guarantor hereby irrevocably, absolutely and unconditionally becomes a party to the Guaranty Agreement as a Guarantor
and is bound by all the terms, conditions, obligations, liabilities and undertakings of each Guarantor or to which each Guarantor
is subject thereunder, including without limitation the joint and several, unconditional, absolute, continuing and irrevocable
guarantee to the Administrative Agent for the benefit of the Secured Parties of the payment and performance in full of the Guaranteed
Liabilities (as defined in the Guaranty Agreement) whether now existing or hereafter arising, subject to the limitations set forth
in Section 1 of the Guaranty Agreement, all with the same force and effect as if the Joining Guarantor were a signatory to the
Guaranty Agreement.


 






    	 	 	 



     


    

 


2.           Affirmations.
The Joining Guarantor hereby acknowledges and reaffirms as of the date hereof with respect to itself, its properties and its affairs
each of the waivers, representations, warranties, acknowledgements and certifications applicable to any Guarantor contained in
the Guaranty Agreement.


 


3.           Severability.
If any provision of this Guaranty Joinder Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity
and enforceability of the remaining provisions of this Guaranty Joinder Agreement 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.


 


4.           Counterparts.
This Guaranty Joinder Agreement may be executed in any number of counterparts each of which when so executed and delivered shall
be deemed an original, and it shall not be necessary in making proof of this Guaranty Joinder Agreement to produce or account for
more than one such counterpart executed by the Joining Guarantor. Without limiting the foregoing provisions of this Section
4, the provisions of Section 10.10 of the Credit Agreement shall be applicable to this Guaranty Joinder Agreement.


 


5.           Delivery.
The Joining Guarantor hereby irrevocably waives notice of acceptance of this Guaranty Joinder Agreement and acknowledges that the
Guaranteed Liabilities are and shall be deemed to be incurred, and credit extensions under the Loan Documents, Secured Cash Management
Agreements and Secured Hedge Agreements made and maintained, in reliance on this Guaranty Joinder Agreement and the Joining Guarantor’s
joinder as a party to the Guaranty Agreement as herein provided.


 


6.           Governing
Law; Jurisdiction; Waiver of Jury Trial; Etc. The provisions of Sections 26 and 27 of the Guaranty Agreement
are hereby incorporated by reference as if fully set forth herein.


 


[Signature page follows.]


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF,
the Joining Guarantor has duly executed and delivered this Guaranty Joinder Agreement as of the day and year first written above.


 


	 	JOINING GUARANTOR:


 


	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    	 	 	 



     


    



 


EXHIBIT I-1


 


Form
of


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That
Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to that certain Credit Agreement, dated as of April 3, 2018 (as amended, restated, extended, supplemented, increased or otherwise
modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as
therein defined), among Varian Medical Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


Pursuant to the provisions
of Section 3.01(f)(B)(III) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to
the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable).
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the
Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


	[NAME OF LENDER]	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 
	 	Title:  	 	 


 


Date: ________ __, 20[ ]


 




    	 	I-1	 
	 	Form of U.S. Tax Compliance Certificate	 



     


    


 


EXHIBIT I-2


 


Form
of


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants
That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to that certain Credit Agreement, dated as of April 3, 2018 (as amended, restated, extended, supplemented, increased or otherwise
modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as
therein defined), among Varian Medical Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


Pursuant to the provisions
of Section 3.01(f)(B)(IV) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 
	 	Title:  	 	 


 


Date: ________ __, 20[ ]


 




    	 	I-2	 
	 	Form of U.S. Tax Compliance Certificate	 



     


    


 


EXHIBIT I-3


 


Form
of


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants
That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to that certain Credit Agreement, dated as of April 3, 2018 (as amended, restated, extended, supplemented, increased or otherwise
modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as
therein defined), among Varian Medical Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


Pursuant to the provisions
of Section 3.01(f)(B)(IV) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the
sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that
is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 
	 	Title:  	 	 


 


Date: ________ __, 20[ ]


 




    	 	I-3	 
	 	Form of U.S. Tax Compliance Certificate	 



     


    


 


EXHIBIT I-4


 


FORM
OF


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That
Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to that certain Credit Agreement, dated as of April 3, 2018 (as amended, restated, extended, supplemented, increased or otherwise
modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as
therein defined), among Varian Medical Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


Pursuant to the provisions
of Section 3.01(f)(B)(IV) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section
881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners
that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2)
the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


	[NAME OF LENDER]	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 
	 	Title:  	 	 


 


Date: ________ __, 20[ ]


 




    	 	I-4	 
	 	Form of U.S. Tax Compliance Certificate	 



     


    


 


EXHIBIT J


 


FORM
OF


secured
party designation notice


 


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



 


		RE:	Credit Agreement, dated as of April 3, 2018 by and among Varian Medical Systems, Inc., a Delaware
corporation (the “Borrower”), the Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement).



 


		DATE:	[Date]



 





 



 


[Name of Cash Management
Bank/Hedge Bank] (the “Secured Party”) hereby notifies you, pursuant to the terms of the Credit Agreement, that
the Secured Party meets the requirements of a [Cash Management Bank] [Hedge Bank] under the terms of the Credit Agreement and is
a [Cash Management Bank] [Hedge Bank] under the Credit Agreement and the other Loan Documents.


 


Delivery of an executed
counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.


 


A duly authorized officer
of the undersigned has executed this notice as of the day and year set forth above.


 


	 	 	,
	 	as a [Cash Management Bank] [Hedge Bank]	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 




    	 	J-1	 
	 	Form of Secured Party Designation Notice	 



     


    


 


EXHIBIT K


 


FORM
OF FUNDING INDEMNITY LETTER


 


___________ __, 2018


 


To the Lenders and the Administrative Agent referred
to below


 


Ladies and Gentlemen:


 


Varian Medical Systems,
Inc., a Delaware corporation (the “Borrower”), intends to enter into a proposed Credit Agreement (the “Credit
Agreement”) anticipated to be dated on or about April 3, 2018 (the “Anticipated Closing Date”), by
and among the Borrower, the lenders party thereto (the “Lenders”), and Bank of America, N.A., as Administrative
Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer. The current draft of
the Credit Agreement was distributed to the Borrower on ________ __, 2018 (the “Provisional Credit Agreement”;
capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Provisional Credit Agreement).


 


In addition, in accordance
with the terms of the Provisional Credit Agreement, the Borrower has delivered to the Administrative Agent an initial Loan Notice
dated on or before April 3, 2018 (the “Initial Loan Notice”). Pursuant to the Initial Loan Notice, the Borrower
has irrevocably requested that all of the initial Borrowing be made as Eurodollar Rate Loans under the Credit Agreement on the
Anticipated Closing Date.


 


The Borrower acknowledges
that (a) in order to accommodate the foregoing request, the Lenders are making arrangements for value to provide, on the Anticipated
Closing Date, the requested initial Borrowing, (b) there can be no assurance that the Closing Date will occur on the Anticipated
Closing Date, (c) no Lender shall make or be obligated to make available any portion of the initial Borrowing unless the Closing
Date has occurred and all conditions for the making of the Loans under the Credit Agreement have been satisfied, including without
limitation the conditions stated in Sections 4.01 and 4.02 of the Credit Agreement (collectively, the “Conditions”),
and (d) if the Closing Date does not occur by, or if all of the Conditions are not satisfied prior to or on the Anticipated Closing
Date, each of the Lenders will have sustained funding losses as a result of, and with respect to, such failure of the requested
Eurodollar Rate Loans to be made on such date.


 






    	 	K-1	 
	 	Form of Funding Indemnity Letter	 



     


    


 


Accordingly, the Borrower
irrevocably agrees to reimburse each Lender for and hold each Lender harmless from any losses, costs and reasonable expenses which
such Lender may sustain or incur (i) as a consequence of the failure of any Loan requested to be made as a Eurodollar Rate Loan
in accordance with the Initial Loan Notice to be made for any reason on the Anticipated Closing Date or (ii) in connection with
the preparation, administration or enforcement of, or any dispute arising under, this Funding Indemnity Letter. The Borrower’s
agreement in the preceding sentence shall operate with respect to the portion of any Loan requested to be funded as one or more
Eurodollar Rate Loans on the Anticipated Closing Date to the same extent and in the manner as provided in Section 3.05 of
the Provisional Credit Agreement, the terms of which (including all related provisions and definitions contained in the Provisional
Credit Agreement), are hereby incorporated by reference herein. The Borrower’s obligations under this Funding Indemnity Letter
shall be effective whether any loss, cost or expense described herein shall occur as a result of any delay in the occurrence of
the Closing Date or any failure of the credit facilities under the Credit Agreement to close or fund for any reason whatsoever,
including without limitation the failure of any of the Conditions to occur or be satisfied; provided, however, that
following the execution and delivery of the Credit Agreement by the parties thereto, the occurrence of the Closing Date, and the
satisfaction of all conditions to funding provided for in the Credit Agreement as so executed and delivered, the obligations of
the Borrower hereunder shall not be applicable to any loss, cost or expense described in Section 3.05 of the Provisional
Credit Agreement that (i) arises on or after the Closing Date and (ii) results from any failure of a Lender to fund any Loans on
or after the Closing Date to the extent such funding was required under the Credit Agreement. For the purpose of calculating amounts
payable by the Borrower to any Lender under this Funding Indemnity Letter, each Eurodollar Rate Loan to be made by a Lender (and,
in each case, each related reserve, special deposit or similar requirement) pursuant to the Initial Loan Notice shall be conclusively
deemed to have been funded by each such Lender (x) in reliance on the Borrower’s undertakings contained in this Funding Indemnity
Letter and (y) at the rates used or to be used under the Provisional Credit Agreement in determining the Eurodollar Rate for such
Eurodollar Rate Loans described in the Initial Loan Notice by a matching deposit or other borrowing in the London interbank eurodollar
market for a comparable amount and for a comparable period, whether or not any such Eurodollar Rate Loan is in fact so funded.


 


The Borrower hereby waives
notice of acceptance of this Funding Indemnity Letter by the Administrative Agent and the Lenders.


 


This Funding Indemnity
Letter shall be governed by and construed in accordance with the law of the State of New York.


 


[Signature page follows.]


 




    	 	K-2	 
	 	Form of Funding Indemnity Letter	 



     


    


 


IN WITNESS WHEREOF,
the undersigned has duly executed and delivered this Funding Indemnity Letter as of the day and year first written above.


 


	 	VARIAN MEDICAL SYSTEMS, INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 




    	 	K-3	 
	 	Form of Funding Indemnity Letter	 



     


    


 


EXHIBIT L


FORM
OF


REPORT
OF LETTER OF CREDIT INFORMATION


 


	To: 	Bank of America, N.A. as Administrative Agent
	Attn: 	 
	Phone No.:	 
	Fax No.:	 
	 	 
	Ref.:	Letters of Credit
	 	Issued for the account of Varian Medical Systems, Inc.
	 	or any Subsidiary thereof under  the Credit Agreement dated as of April 3, 2018 


 


Reporting Period :___/___/20___ through ___/___/20___


 


 


	L/C No.	 	Maximum
        

        Face
        

        Amount
	 	Current
        

        Face
        

        Amount
	 	Currency
        

        of
        L/C
	 	Escalating
        

        Y/N(?)

        If
        “Y" 

        Provide
        

        Schedule*
	 	Beneficiary
        

        Name
	 	Issuance
        

        Date
	 	Expiry
        

        Date
	 	Auto
        

        Renewal
	 	Auto
        

        Renewal
        

        Period/

        Notice
	 	Date
        of 

        Amend

        -ment
	 	Amount
        of 

        Amend-

        ment
	 	Type
        of 

        Amendment

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 








    	 	L-1	 
	 	Form of Report of Letter of Credit Information