Exhibit 10.1


 




EXECUTION
VERSION


 





 



 


Published CUSIP Number: 97179EAD2


Revolver CUSIP Number: 97179EAE0


 


CREDIT AGREEMENT


 


Dated as of April 6, 2022


 


among


 


WORKDAY, INC.,


as the Company,


 


CERTAIN SUBSIDIARIES OF THE COMPANY,


as the Designated Borrowers


 


BANK OF AMERICA, N.A.,


as the Administrative Agent, the Swing Line Lender
and an L/C Issuer,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Syndication Agent,


 


and


 


THE OTHER L/C ISSUERS AND LENDERS PARTY HERETO


 


Arranged By:


 


BOFA SECURITIES, INC.,


and


WELLS FARGO SECURITIES, LLC,


as Joint Lead Arrangers and Joint Bookrunners


 






     


     


    

 


TABLE OF CONTENTS


 


	 	Page



 


	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1



 


		1.01	Defined Terms	1
		1.02	Other Interpretive Provisions	32
		1.03	Accounting Terms	33
		1.04	Rounding	34
		1.05	Times of Day	34
		1.06	Letter of Credit Amounts	34
		1.07	Timing of Payment or Performance	34
		1.08	Exchange Rates; Currency Equivalents	34
		1.09	Additional Alternative Currencies	35
		1.10	Change of Currency	36



 


	ARTICLE II COMMITMENTS and Credit Extensions	36



 


		2.01	Committed Revolving Loans	36
		2.02	Committed Revolving Borrowings; Conversions and Continuations of Committed Revolving Loans	37
		2.03	Letters of Credit	39
		2.04	Swing Line Loans	47
		2.05	Prepayments	50
		2.06	Termination or Reduction of Aggregate Revolving Commitments	51
		2.07	Repayment of Loans	51
		2.08	Interest	52
		2.09	Fees	52
		2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	53
		2.11	Evidence of Debt	53
		2.12	Payments Generally; Administrative Agent’s Clawback	54
		2.13	Sharing of Payments by Lenders	56
		2.14	[Reserved]	56
		2.15	Cash Collateral	56
		2.16	Defaulting Lenders	57
		2.17	Extension of Maturity Date	60
		2.18	Designated Borrowers	61
		2.19	Designated Lenders	62



 


	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	63



 


		3.01	Taxes	63
		3.02	Illegality	67
		3.03	Inability to Determine Rates	68
		3.04	Increased Costs	72
		3.05	Compensation for Losses	73
		3.06	Mitigation Obligations; Replacement of Lenders	74
		3.07	Survival	74



 


	ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	75



 


		4.01	Conditions Precedent to Effectiveness and the Initial Credit Extensions	75
		4.02	Conditions to all Credit Extensions	76



 






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	ARTICLE V REPRESENTATIONS AND WARRANTIES	77



 


		5.01	Existence, Qualification and Power	77
		5.02	Authorization; No Contravention	77
		5.03	Governmental Authorization	78
		5.04	Binding Effect	78
		5.05	Financial Statements; No Material Adverse Effect	78
		5.06	Litigation	78
		5.07	No Default	78
		5.08	Ownership of Property	78
		5.09	Environmental Compliance	79
		5.10	Insurance	79
		5.11	Taxes	79
		5.12	ERISA Compliance	79
		5.13	Margin Regulations; Investment Company Act	80
		5.14	Disclosure	80
		5.15	Compliance with Laws	80
		5.16	Intellectual Property; Licenses, Etc.	80
		5.17	Solvency	81
		5.18	OFAC Representation	81
		5.19	Anti-Corruption Laws	81
		5.20	Affected Financial Institutions	81
		5.21	Covered Entities	81
		5.22	Representations as to Foreign Borrowers	81



 


	ARTICLE VI AFFIRMATIVE COVENANTS	82



 


		6.01	Financial Statements	82
		6.02	Certificates; Other Information	83
		6.03	Notices	84
		6.04	Payment of Taxes	85
		6.05	Preservation of Existence, Etc.	85
		6.06	Maintenance of Properties	85
		6.07	Maintenance of Insurance	85
		6.08	Compliance with Laws	85
		6.09	Books and Records	86
		6.10	Inspection Rights	86
		6.11	Use of Proceeds	86
		6.12	Sanctions and Anti-Corruption Laws	86



 


	ARTICLE VII NEGATIVE COVENANTS	86



 


		7.01	Liens	86
		7.02	Indebtedness	89
		7.03	Fundamental Changes	90
		7.04	Change in Nature of Business	90
		7.05	Transactions with Affiliates	91
		7.06	Use of Proceeds	91
		7.07	Financial Covenant	91
		7.08	Sanctions	91
		7.09	Anti-Corruption Laws	91



 






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	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	92



 


		8.01	Events of Default	92
		8.02	Remedies Upon Event of Default	93
		8.03	Application of Funds	94



 


	ARTICLE IX ADMINISTRATIVE AGENT	95



 


		9.01	Appointment and Authority	95
		9.02	Rights as a Lender	95
		9.03	Exculpatory Provisions	95
		9.04	Reliance by Administrative Agent	96
		9.05	Delegation of Duties	97
		9.06	Resignation of Administrative Agent	97
		9.07	Non-Reliance on Administrative Agent, the Arrangers and Other Lenders	99
		9.08	No Other Duties, Etc.	99
		9.09	Administrative Agent May File Proofs of Claim	99
		9.10	Collateral Matters	100
		9.11	Certain ERISA Matters	100
		9.12	Recovery of Erroneous Payments	101



 


	ARTICLE X CONTINUING gUARANTY	101



 


		10.01	Guaranty	101
		10.02	Rights of Lenders	102
		10.03	Certain Waivers	102
		10.04	Obligations Independent	102
		10.05	Subrogation	102
		10.06	Termination; Reinstatement	103
		10.07	Stay of Acceleration	103
		10.08	Condition of the Designated Borrowers	103
		10.09	Subordination	103



 


	ARTICLE XI MISCELLANEOUS	103



 


		11.01	Amendments, Etc.	103
		11.02	Notices; Effectiveness; Electronic Communication	106
		11.03	No Waiver; Cumulative Remedies; Enforcement	108
		11.04	Expenses; Indemnity; Damage Waiver	109
		11.05	Payments Set Aside	111
		11.06	Successors and Assigns	111
		11.07	Treatment of Certain Information; Confidentiality	117
		11.08	Right of Setoff	118
		11.09	Interest Rate Limitation	118
		11.10	Integration; Effectiveness	118
		11.11	Survival of Representations and Warranties	119
		11.12	Severability	119
		11.13	Replacement of Lenders	119
		11.14	Governing Law; Jurisdiction; Etc.	120
		11.15	Waiver of Jury Trial	121
		11.16	No Advisory or Fiduciary Responsibility	121
		11.17	USA PATRIOT Act Notice	122
		11.18	Electronic Execution; Electronic Records; Counterparts	122
		11.19	Time of the Essence	123
		11.20	Entire Agreement	123
		11.21	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	123
		11.22	Acknowledgement Regarding Any Supported QFCs	124
		11.23	Judgment Currency	124



 






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SCHEDULES


 


		2.01	Commitments and Applicable Percentages; L/C Commitments
		7.01	Existing Liens
		7.02	Existing Indebtedness
		11.02	Administrative Agent’s Office; Certain Addresses for Notices



 


EXHIBITS


 


			Form of



 


		A	Loan Notice
		B	Swing Line Loan Notice
		C	Notice of Loan Prepayment
		D-1	Revolving Note
		D-2	Swing Line Note
		E	Compliance Certificate
		F	U.S. Tax Compliance Certificates
		G	Assignment and Assumption
		H	Designated Borrower Notice
		I	Designated Borrower Request and Assumption Agreement
		J	Letter of Credit Report



 






    iv


     


    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT (this
 “Agreement”) is entered into, as of April 6, 2022, among Workday, Inc., a Delaware corporation (the “Company”),
the Subsidiaries party hereto pursuant to Section 2.18 (each, a “Designated Borrower” and collectively
the “Designated Borrowers”; the Designated Borrowers, together with the Company, each a “Borrower”
and collectively the “Borrowers”), each Lender from time to time party hereto, Bank of America, N.A., as the Administrative
Agent, the Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.


 


The Company has requested
that the Lenders provide the credit facility set forth herein, 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:


 


“Acquisition”,
by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all
or any substantial portion of the property of, or a line of business or division of, another Person, or (b) at least a majority of
the voting stock of another Person, in each case whether or not involving a merger or consolidation with such other Person.


 


“Administrative Agent”
means Bank of America (or any of its designated branch offices or affiliates) 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, (a) the Administrative Agent’s address as set forth on Schedule 11.02
with respect to such currency, or such other address as the Administrative Agent may from time to time notify to the Company and the Lenders
in writing, and (b) the Administrative Agent’s account with respect to such currency as separately disclosed in writing by
the Administrative Agent to the Company and the Lenders from time to time.


 


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


 


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


 


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


 


“Aggregate Revolving
Commitments” means, as of any date of determination, the Commitments of all the Lenders as of such date. The aggregate principal
amount of the Aggregate Revolving Commitments in effect on the Closing Date is ONE BILLION and No/100 DOLLARS ($1,000,000,000).


 






     


     


    

 


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


 


“Agreement Currency”
has the meaning specified in Section 11.23.


 


“Alternative Currency”
means each of the following currencies: Euros, Sterling, and Canadian Dollars, together with each other currency (other than Dollars)
that is approved in accordance with Section 1.09; provided, that, for each Alternative Currency, such requested
currency is an Eligible Currency.


 


“Alternative Currency
Daily Rate” means, for any day, with respect to any Committed Revolving Loan:


 


(a)            denominated
in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof, plus the SONIA Adjustment; and


 


(b)            denominated
in any other Alternative Currency (to the extent such Committed Revolving Loan denominated in such currency will bear interest at a daily
rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved
in accordance with Section 1.09, plus the adjustment (if any) determined by the Administrative Agent and the Lenders
pursuant to Section 1.09;


 


provided, that, if any Alternative
Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in an Alternative
Currency Daily Rate shall be effective from and including the date of such change without further notice.


 


“Alternative Currency
Daily Rate Loan” means a Committed Revolving Loan that bears interest at a rate based on the definition of “Alternative
Currency Daily Rate”. All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.


 


“Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or Bank of America, in its capacity as an L/C Issuer, as the case may be,
by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase
of such Alternative Currency with Dollars at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as
of which the foreign exchange computation is made; provided, that, if no such rate is available, the “Alternative
Currency Equivalent” shall be determined by the Administrative Agent or Bank of America, in its capacity as an L/C Issuer, as the
case may be, using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be
conclusive absent manifest error).


 


“Alternative Currency
Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.


 


“Alternative Currency
Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $350,000,000, and (b) the amount
of the Aggregate Revolving Commitments as of such date. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate
Revolving Commitments.


 






    2


    


    

 


“Alternative Currency
Term Rate” means, for any Interest Period, with respect to any Committed Revolving Loan:


 


(a)            denominated
in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters
screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest
Period;


 


(b)            denominated
in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”), as published on the applicable
Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period; and


 


(c)            denominated
in any other Alternative Currency (to the extent such Committed Revolving Loan denominated in such currency will bear interest at a term
rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved
in accordance with Section 1.09, plus the adjustment (if any) determined by the Administrative Agent and the Lenders
pursuant to Section 1.09;


 


provided, that, if any Alternative
Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Alternative Currency
Term Rate Loan” means a Committed Revolving Loan that bears interest at a rate based on the definition of “Alternative
Currency Term Rate”. All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.


 


“Anniversary Date”
has the meaning specified in Section 2.17(a).


 


“Applicable Authority”
means, with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any
Governmental Authority having jurisdiction over the Administrative Agent or such administrator.


 


“Applicable Foreign
Borrower Documents” has the meaning specified in Section 5.22(a).


 


“Applicable Percentage”
means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments
represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16; provided,
that, if the commitment of each Lender to make Committed Revolving Loans and the obligation of each L/C Issuer to make L/C Credit
Extensions has been terminated pursuant to Section 8.02, or if the Aggregate Revolving Commitments have expired or been terminated
pursuant to Section 2.06, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender, after giving
effect to this Agreement, is set forth opposite the name of such Lender on Schedule 2.01, as it may change from time to time in
accordance with the terms hereof.


 


“Applicable Rate”
means, from time to time:


 


(a)            subject
to clause (b) below, the following percentages per annum based upon the Consolidated Leverage Ratio as of the end of any fiscal
quarter of the Company for the most recently ended four quarter period as set forth in the most recent Compliance Certificate received
by the Administrative Agent pursuant to Section 6.02(a):


 






    3


    


    

 





	 	 	 	 	 	 	 	Term SOFR	 	 	 	 
	 	 	 	 	 	 	 	Loans/Alternative	 	 	 	 
	 	 	 	 	 	 	 	Currency	 	 	 	 
	Pricing	 	Consolidated Leverage	 	 	 	 	Loans/Letter of	 	 	Base Rate	 
	Level	 	Ratio	 	Commitment Fee	 	 	Credit Fee	 	 	Loans	 
	1	 	< 1.00 to 1.0	 	0.090	%	 	0.875	%	 	0.000	%
	2	 	>1.00 to 1.0 but 
<
    2.00 to 1.0	 	0.100	%	 	1.000	%	 	0.000	%
	3	 	>2.00 to 1.0 but 
<
    3.00 to 1.0	 	0.125	%	 	1.125	%	 	0.125	%
	4	 	> 3.00 to 1.0 but 
<
    3.50 to 1.0	 	0.175	%	 	1.250	%	 	0.250	%
	5	 	> 3.50 to 1.0	 	0.225	%	 	1.500	%	 	0.500	%



 


; it being understood and agreed that:
(i) any increase or decrease in the Applicable Rate resulting from a change in the Consolidated 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(a);
provided, that, if a Compliance Certificate is not delivered when due in accordance with Section 6.02(a), then,
upon the request of the Required Lenders, Pricing Level 5 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 first Business Day immediately following the date
on which such Compliance Certificate is delivered in accordance with Section 6.02(a), whereupon the Applicable Rate shall
be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate; (ii) the Applicable
Rate in effect from the Closing Date to the first Business Day immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.02(a) for the fiscal quarter ending July 31, 2022 shall be determined based upon Pricing Level 1; and
(iii) notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate pursuant to
this clause (a) for any period shall be subject to the provisions of Section 2.10(b); and


 


(b)            if
the Company has a Debt Rating from S&P or Moody’s, the Company may, upon written notice to the Administrative Agent, make an
irrevocable one-time election to exclusively use the below table based on the Debt Ratings, and thereafter the Applicable Rate shall be
determined based on the applicable rate per annum set forth in the below table notwithstanding any failure of the Company to maintain
a Debt Rating:


 


	Pricing
 Level	 	Debt Ratings 
 S&P/Moody’s	 	Commitment Fee	 	 	Term SOFR
 Loans/Alternative
 Currency
 Loans/Letter of
 Credit Fee	 	 	Base Rate 
 Loans	 
	1	 	> A / A2	 	0.070	%	 	0.750	%	 	0.000	%
	2	 	A- / A3	 	0.090	%	 	0.875	%	 	0.000	%
	3	 	BBB+ / Baa1	 	0.100	%	 	1.000	%	 	0.000	%
	4	 	BBB / Baa2	 	0.125	%	 	1.125	%	 	0.125	%
	5	 	< BBB- / Baa3	 	0.175	%	 	1.250	%	 	0.250	%





 


Each change in the Applicable Rate resulting
from a change in the Debt Ratings shall be effective for the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change.


 






    4


    


    

 


“Applicable Time”
means, with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative
Currency as may be determined by the Administrative Agent or Bank of America, in its capacity as an L/C Issuer, as the case may be, to
be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.


 


“Applicant Borrower”
has the meaning specified in Section 2.18(a).


 


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


 


“Arranger”
means each of BofA Securities and WFS, each in its capacities as a joint lead arranger and a joint bookrunner.


 


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


 


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


 


“Attributable Indebtedness”
means, on any date, (a) in respect of any Capitalized Finance Lease of any Person, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation
of any Person, 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 Capitalized Finance Lease, and (c) in
respect of any Securitization Transaction entered into by any Person, the outstanding principal amount of such financing that would appear
on a balance sheet of such Person prepared on such date in accordance with GAAP if the sale or transfer of assets that are subject thereto
were accounted for as a secured loan.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended January 31,
2022, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year
of the Company and its Subsidiaries, including the notes thereto.


 


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


 


“Availability Period”
means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each
Lender to make Committed Revolving Loans and of the obligation of each 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 Resolution Authority in respect of any liability of an Affected
Financial Institution.


 






    5


    


    

 


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


 


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


 


“Bank of America
Fee Letter” means the fee letter agreement, dated March 29, 2022, among the Company, Bank of America and BofA Securities.


 


“Base Rate”
means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus one-half
of one percent (0.50%), (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) Term SOFR plus one percent (1.00%); provided, that, if the Base Rate
shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 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. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03,
then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference
to clause (c) above.


 


“Base Rate Loan”
means a Committed Revolving Loan that bears interest based on the Base Rate. Base Rate Loans shall only be available to the Domestic Borrowers,
and all Base Rate Loans shall be denominated only in Dollars.


 


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


 


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


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to 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”.


 


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


 


“Board of Directors”
means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act
on behalf of such board, (b) with respect to a partnership, the Board of Directors of the general partner of the partnership, (c) with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or if
not member-managed, the managers thereof or any committee of managing members or managers thereof duly authorized to act on behalf of
such Persons, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.


 


“BofA Securities”
means BofA Securities, Inc.


 


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


 






    6


    


    

 


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


 


“Borrowing”
means a Committed Revolving 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; provided, that: (a) if such day
relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements, settlements
and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this
Agreement in respect of any such Alternative Currency Loan, means a TARGET Day; (b) if such day relates to any interest rate settings
as to an Alternative Currency Loan denominated in Sterling, means a day other than a day banks are closed for general business in London
because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom; and (c) if such day relates to any
fundings, disbursements, settlements and payments in a currency other than Euro in respect of an Alternative Currency Loan denominated
in a currency other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant to this Agreement in respect
of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are open for foreign
exchange business in the principal financial center of the country of such currency.


 


“Canadian Dollar”
means the lawful curency of Canada.


 


“Capitalized Finance
Lease” means, with respect to any Person, any lease that has been or is required to be, in accordance with GAAP, recorded, classified
and accounted for as a capitalized lease or finance lease on the balance sheet of such Person.


 


“Cash Collateralize”
or “Cash Collateralized” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of
one or more of the L/C Issuers, the Swing Line Lender or the Lenders, as collateral for L/C Obligations, the Obligations in respect of
Swing Line Loans or obligations of the Lenders to fund participations in respect of L/C Obligations or Swing Line Loans (as the context
may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from isuers and in
amounts satisfactory to the Administrative Agent and the applicable L/C Issuer and/or (c) if the Administrative Agent and the applicable
L/C Issuers or Swing Line Lender, as applicable, shall agree, in their sole discretion, other credit support, in each case, in Dollars
and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers
or the Swing Line Lender, as applicable.


 


“Cash Collateral”
has a meaning correlative to the definition of “Cash Collateralize” and includes the proceeds of such cash collateral and
other credit support.


 


“CDOR”
has the meaning specified in the definition of “Alternative Currency Term Rate”.


 


“Change in Law”
means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any applicable Law; (b) any
change in any applicable Law 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, (i) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation
thereof, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted,
issued or implemented.


 






    7


    


    

 


“Change of Control”
means an event or series of events by which 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 forty percent (40%) or more of the Equity Interests of the Company entitled to vote for members of the Board of Directors of the Company
on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any
option right).


 


“Closing Date”
means April 6, 2022.


 


“CME” means
CME Group Benchmark Administration Limited.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Commitment”
means, as to each Lender, its obligation to (a) make Committed Revolving Loans to the Borrowers pursuant to Section 2.01,
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in
the Assignment and Assumption or other documentaton 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.


 


“Commitment Fee”
has the meaning specified in Section 2.09(a).


 


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


 


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


 


“Communication”
means this Agreement, any other Loan Document, and any other document, amendment, approval, consent, information, notice, certificate,
request, statement, disclosure, or authorization related to any Loan Document.


 


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


 


“Competitor”
has the meaning specified in the definition of “Disqualified Institution”.


 


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


 






    8


    


    

 


“Conforming Changes”
means, with respect to the use, administration of or any conventions associated with any Relevant Rate or any proposed Successor Rate
for an Alternative Currency, as applicable, any conforming changes to the definition of “CDOR”, the definition of “EURIBOR”,
the definition of “Interest Period”, the definition of “SONIA”, the timing and frequency of determining rates
and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the
definition of “Business Day”, the timing of borrowing requests or prepayment, conversion or continuation notices and the length
of lookback periods) as may be appropriate, in the reasonable discretion of the Administrative Agent, in consultation with the Company,
to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice for such Alternative Currency (or, if the Administrative Agent determines
that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration
of such rate for such Alternative Currency exists, in such other manner of administration as the Administrative Agent determines in consultation
with the Company is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).


 


“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 Company and its Subsidiaries on a consolidated basis, an amount equal to: (a) Consolidated Net Income
for such period; plus (b) the following, without duplication, to the extent deducted in calculating such Consolidated Net
Income: (i) Consolidated Interest Charges for such period; (ii) the provision for federal, state, local and foreign income taxes
payable by the Company and its Subsidiaries for such period, including any franchise taxes or other taxes based on income, profits or
capital; (iii) depreciation and amortization expense of the Company and its Subsidiaries for such period (for the avoidance of doubt,
net of amortiation of right-to-use assets with respect to operating leases); (iv) infrequent or unusual losses, charges or expenses
of the Company and its Subsidiaries for such period; (v) any non-cash charges, expenses, or losses of the Company and its Subsidiaries
for such period, including non-cash stock based employee compensation expenses for such period and non-cash expenses, losses or charges
for such period in connection with (A) write-downs of acquired deferred revenue and goodwill impairment losses, (B) unrealized
losses resulting from mark-to-market accounting, and (C) unrealized losses on equity investments; provided, that, if
any such non-cash charge, expense or loss represents an accrual or reserve for a cash expenditure in a future period, then such cash expenditure
in such future period shall be subtracted from Consolidated EBITDA pursuant to clause (c)(iv) below when paid; (vi) any
fees, costs and expenses (including any transaction or retention bonus or similar payment) incurred by the Company and its Subsidiaries
during such period, or any amortization thereof for such period, in connection with any Acquisition, any investment, any recapitalization,
any Disposition, any issuance or repayment of Indebtedness, any issuance of Equity Interests, or any amendment, modification, waiver,
or refinancing relating to any document governing any Indebtedness, in each case, whether or not consummated (and, in the case of any
consummated transaction, including such transactions consummated prior to the Closing Date) and so long as such transaction is permitted
by this Agreement; provided, that, the aggregate amount added back to Consolidated EBITDA pursuant to this clause (b)(vi) for
such period, when taken together with the aggregate amount added back to Consolidated EBITDA pursuant to clause (b)(vii) below
for such period, shall not exceed fifteen percent (15%) of Consolidated EBITDA (calculated prior to giving effect to the add backs permitted
pursuant to this clause (b)(vi) and clause (b)(vii) below) for such period; (vii) restructuring costs, charges
or expenses of the Company and its Subsidiaries for such period, whether or not classified as restructuring costs, charges or expenses
under GAAP (including severance costs, integration costs, restructuring costs related to acquisitions and to closure or consolidation
of facilities or locations, facilities’ opening costs and other business optimization expenses, curtailments or modifications to
pension and post-retirement employee benefit plans, retention or completion bonuses and any expense related to any reconstruction, de-commissioning
or reconfiguration of fixed assets for alternate use); provided, that, the aggregate amount added back to Consolidated
EBITDA pursuant to this clause (b)(vii) for such period, when taken together with the aggregate amount added back to Consolidated
EBITDA pursuant to clause (b)(vi) above for such period, shall not exceed fifteen percent (15%) of Consolidated EBITDA (calculated
prior to giving effect to the add backs permitted pursuant to this clause (b)(vii) and clause (b)(vi) above) for
such period; (viii) any fees, costs or expenses incurred by the Company and its Subsidiaries for such period in connection with the
entering into of the Loan Documents (and any subsequent amendment or waiver relating thereto), and any Credit Extension to be made on
the Closing Date; (ix) any increases in deferred or unearned revenue or substantially equivalent items of the Company and its Subsidiaries
for such period (net of any increases in deferred costs of the Company and its Subsidiaries for such period, which deferred costs, for
the avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially equivalent
items); (x) any losses of the Company and its Subsidiaries in such period resulting from any Disposition by the Company or such Subsidiary
outside of the ordinary course of business, including any net loss from discontinued operations and any net loss on the Disposition of
discontinued operations; (xi) any losses of the Company and its Subsidiaries in such period resulting from a change in accounting
principles during such period; and (xii) any losses of the Company and its Subsidiaries in such period with respect to foreign exchange
transactions; minus (c) the following, without duplication, to the extent included in calculating such Consolidated Net Income:
(i) federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period; (ii) infrequent
or unusual gains of the Company and its Subsidiaries for such period; (iii) all non-cash income or gains of the Company and its Subsidiaries
for such period; (iv) all cash payments made by the Company and its Subsidiaries during such period to the extent made on account
of non-cash charges, expenses, or losses added back to Consolidated EBITDA pursuant to clause (b)(v) above in a previous period
(it being understood that this clause (c)(iv) shall not be utilized in reversing any non-cash charges, expenses, or losses
added back to Consolidated EBITDA); (v) all gains of the Company and its Subsidiaries for such period in connection with any Disposition
by the Company or such Subsidiary outside of the ordinary course of business, including any gains from discontinued operations and any
gains on the Disposition of discontinued operations; (vi) any decreases in deferred or unearned revenue of the Company and its Subsidiaries
for such period (net of any decreases in deferred costs of the Company and its Subsidiaries for such period, which deferred costs, for
the avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially equivalent
items); (vii) all gains of the Company and its Subsidiaries in such period resulting from a change in accounting principles during
such period; and (viii) all gains of the Company and its Subsidiaries in such period with respect to foreign exchange transactions.


 






    9


    


    

 



 


“Consolidated Funded
Indebtedness” means, as to any Person, as of any date, without duplication, the following, solely to the extent the same would
be included as indebtedness or liabilities of such Person in accordance with GAAP: (a) Indebtedness of such Person of the type described
in clauses (a), (b) (excluding, in the case of clause (b), letters of credit to the extent there is no overdue
reimbursement obligation in respect thereof), (c), (d), and (e) of the definition of “Indebtedness”;
(b) all Guarantees of such Person in respect of any of the Indebtedness referred to in clause (a) of this definition
of another Person; and (c) the Consolidated Funded 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 Consolidated
Funded Indebtedness is expressly made non-recourse to such Person.


 


“Consolidated Interest
Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses for such period in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with
GAAP, plus (b) the portion of rent expense with respect to such period under Capitalized Finance Leases that is treated as
interest in accordance with GAAP (but not any interest component attributed to fixed rent on operating leases), plus (c) the
implied interest component of Synthetic Lease Obligations with respect to such period which would be treated as interest if such leases
were Capitalized Finance Leases.


 






    10


    


    

 


“Consolidated Leverage
Ratio” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated
Funded Indebtedness of the Company and its Subsidiaries as of such date, to (b) Consolidated EBITDA for the four consecutive
fiscal quarters of the Company most recently completed on or prior to such date.


 


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


 


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


 


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


 


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


 


“Covered Entity”
means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).


 


“Covered Party”
has the meaning specified in Section 11.22.


 


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


 


“Current Maturity
Date” has the meaning specified in Section 2.17(a).


 


“Daily Simple SOFR”
means, with respect to any applicable determination date, SOFR published on such date on the Federal Reserve Bank of New York’s
website (or any successor source).


 


“Debt Rating”
means, as of any date of determination, the rating as determined by S&P or Moody’s of the Company’s non-credit-enhanced,
senior unsecured long-term debt; provided, that, (a) if the Company has two Debt Ratings and the Debt Ratings correspond
to different Pricing Levels, the Applicable Rate shall be determined by reference to the higher Pricing Level unless one of the two Debt
Ratings corresponds to a Pricing Level that is two or more Pricing Levels lower than the other, in which case the Applicable Rate shall
be determined by reference to the Pricing Level next below that of the higher of the two Pricing Levels corresponding to the Debt Ratings
then in effect, (b) if the Company has only one Debt Rating, the Applicable Rate shall be determined by reference to the Pricing
Level corresponding to such Debt Rating, and (c) if the Company does not have any Debt Rating (other than by reason of the circumstances
referred to in the immediately following sentence), the Applicable Rate shall be determined by reference to Pricing Level 5. If the rating
system of Moody’s or S&P shall change, or if such rating agency shall cease to be in the business of rating corporate debt obligations,
the Company and the Lenders shall negotiate in good faith to amend this Agreement to reflect such changed rating system or the unavailability
of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference
to the rating most recently in effect prior to such change or cessation. For purposes of this definition, Pricing Level 1 is the highest
Pricing Level and Pricing Level 5 is the lowest pricing level.


 






    11


    


    

 


“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) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the
rate otherwise applicable thereto, and (b) with respect to any Obligation for which a rate is not specified or available, a rate
per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans plus two percent (2%), in each case, to the
fullest extent permitted by applicable Law.


 


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


 


“Defaulting Lender”
means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other
amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within
two (2) Business Days of the date when due, (b) has notified the Company, the Administrative Agent, any 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 (3) Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative
Agent and the Company that it will comply with its prospective funding obligations hereunder (provided, that, such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by each of the
Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject
of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become
the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long
as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that
a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date
of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 2.16(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 Company, each L/C Issuer, the Swing Line Lender and each other Lender promptly
following such determination.


 






    12


    


    

 


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


 


“Designated Borrower
Notice” means the notice substantially in the form of Exhibit H.


 


“Designated Borrower
Request and Assumption Agreement” means an agreement substantially in the form of Exhibit I.


 


“Designated Borrower
Requirements” has the meaning specified in Section 2.18(a).


 


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


 


“Designated Lender”
has the meaning specified in Section 2.19.


 


“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.


 


“Disqualified Institution”
means, as of any date of determination, (a) any Person that is a competitor of the Company or any of its Subsidiaries that has been
identified by legal name in writing prior to such date (i) to BofA Securities, if such identification is made prior to the Closing
Date, or (ii) to the Administrative Agent, if such identification is made on or after the Closing Date (any such Person, a “Competitor”),
or (b) any Affiliate of any Competitor that (i) has been identified by legal name in writing prior to such date (A) to
BofA Securities, if such identification is made prior to the Closing Date, or (B) to the Administrative Agent, if such identification
is made on or after the Closing Date, or (ii) is obviously (based solely on the similarity of the legal name of such Affiliate to
the name of the Competitor) an Affiliate of such Competitor; provided, that, (i) the foregoing shall not apply retroactively
to disqualify any Person that previously acquired an assignment of, or participation in, any Commitment or Loans to the extent such Person
was not a Disqualified Institution at the time of such assignment or participation, as applicable, and (ii) the Disqualified Institutions
shall not include any bona fide fixed income investor or debt fund that is primarily engaged in, or advises funds or other investment
vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions
of credit or securities in the ordinary course of its business and whose managers are not involved with the equity investment decisions
of any other Person described in clause (a) or clause (b) above.


 


“Disqualifying Event”
has the meaning specified in the definition of “Eligible Currency”.


 


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


 


“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if
such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange
for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative
Agent or Bank of America, in its capacity as an L/C Issuer, as applicable) by the applicable Bloomberg source (or such other publicly
available source for displaying exchange rates) on date that is two (2) Business Days immediately preceding the date of determination
(or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined
by the Administrative Agent or Bank of America, in its capacity as an L/C Issuer, as applicable, using any method of determination it
deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount
in Dollars as determined by the Administrative Agent or Bank of America, in its capcaity as an L/C Issuer, as applicable, using any method
of determination it deems appropriate in its sole discretion. Any determination by the Administrative Agent or Bank of America, in its
capacity as an L/C Issuer, pursuant to clause (b) or clause (c) above shall be conclusive absent manifest
error.


 






    13


    


    

 


“Domestic Borrower”
means (a) the Company, and (b) any other Borrower that is organized under the laws of the United States, any state thereof or
the District of Columbia.


 


“DQ List”
has the meaning specified in Section 11.06(g)(iv).


 


“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 clause (a) or clause (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.


 


“Electronic Copy”
shall have the meaning specified in Section 11.18.


 


“Electronic Record”
has the meanings assigned to it by 15 USC §7006.


 


“Electronic Signature”
has the meanings assigned to it by 15 USC §7006.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iv), (v) and (vi) (subject
to such consents, if any, as may be required under Section 11.06(b)(iii)). For the avoidance of doubt, any Disqualified Institution
is subject to Section 11.06(g).


 


“Eligible Currency”
means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international
interbank market available to the Lenders or Bank of America, in its capacity as an L/C Issuer, as applicable, in such market and as to
which a Dollar Equivalent may be readily calculated. If, after the Closing Date, with respect to any Alternative Currency as of the Closing
Date (or, if applicable, after the designation by the Lenders or Bank of America, in its capacity as an L/C Issuer, as applicable, of
any currency as an Alternative Currency), any change in currency controls or exchange regulations or any change in the national or international
financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable
opinion of the Lenders (in the case of any Committed Revolving Loans to be denominated in an Alternative Currency) or Bank of America,
in its capacity as an L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), (a) such currency
no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent with respect to such
currency no longer being readily calculable, (c) the provision of such currency being impracticable for the Lenders or Bank of America,
in its capacity as an L/C Issuer, as applicable, or (d) such currency being a currency in which the Lenders or Bank of America, in
its capacity as an L/C Issuer, as applicable, are no longer willing to make Credit Extensions (the events described in each of clauses
(a), (b), (c) and (d) above, a “Disqualifying Event”), then the Administrative Agent
shall promptly notify the Lenders and the Company of such Disqualifying Event, and such currency shall no longer be an Alternative Currency
until such time as the Disqualifying Event(s) with respect to such currency no longer exist. Within five (5) Business Days after
receipt of such notice from the Administrative Agent, the Company shall (or shall cause the applicable Designated Borrower to) repay all
Committed Revolving Loans in such currency to which the Disqualifying Event applies, or convert such Committed Revolving Loans into the
Dollar Equivalent of Committed Revolving Loans in Dollars, subject to the other terms contained herein.


 






    14


    


    

 


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


 


“Environmental Liability”
means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Company or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release 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.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with any 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 any Borrower or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that
a Multiemployer Plan is insolvent; (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) the determination that any Pension Plan is considered an at-risk plan or a notification that a Multiemployer Plan is endangered
or in critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (g) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon any Borrower or any ERISA Affiliate.


 






    15


    


    

 


“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.


 


“EURIBOR”
has the meaning specified in the definition of “Alternative Currency Term Rate”.


 


“Euro”
means the single currency of the Participating Member States.


 


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


 


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


 


“Existing Credit
Agreement” means that certain Credit Agreement, dated as of April 2, 2020, by and among the Company, the lenders party
thereto, Bank of America, in its capacities as the administrative agent, a letter of credit issuer, and the swing line lender, and the
other letter of credit issuers party thereto.


 


“Extending Lender”
has the meaning specified in Section 2.17(d).


 


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


 


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


 


“Fee Letter”
means each of (a) the Bank of America Fee Letter, and (b) the Joint Fee Letter.


 


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


 






    16


    


    

 


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


 


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


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to each L/C Issuer, such Defaulting Lender’s Applicable Percentage
of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer, other than any such L/C Obligations as
to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance
with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing
Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other
Lenders or Cash Collateralized in accordance with the terms hereof.


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board, consistently applied and subject to Section 1.03.


 


“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 the Financial Conduct Authority, the
Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantee”
means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness of the kind described in the definition thereof 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, (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (b) 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, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (d) 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); provided,
that, the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. 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.


 






    17


    


    

 


“Guaranteed Obligations”
has the meaning specified in Section 10.01.


 


“Guaranty”
means the Guarantee made by the Company under Article X.


 


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


 


“HMT” has
the meaning specified in the definition of “Sanction(s).”


 


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


 


“Indebtedness”
means, as to any Person, as of any date, without duplication, all of the following: (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, in each
case, solely to the extent the same would be included as indebtedness or liabilities of such Person in accordance with GAAP; (b) the
face amount of any letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments of such Person; (c) all obligations of such Person to pay the deferred purchase price of property or services,
in each case, solely to the extent the same would be included as indebtedness or liabilities of such Person in accordance with GAAP, other
than (i) trade accounts payable in the ordinary course of business, (ii) indebtedness of such Person in respect of operating
leases, (iii) deferred revenue, (iv) accrued expenses and deferred taxes incurred by such Person and paid in the ordinary course
of business (unless such accrued expenses or deferred taxes would be included as indebtedness or liabilities of such Person in accordance
with GAAP), and (v) any earn-out obligation or purchase price adjustment of such Person so long as no payment is owed thereunder
and more than 30 days’ past due; (d) obligations (excluding prepaid interest thereon) secured by a Lien (other than a Lien
for taxes not yet due and payable) 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
(with the amount of such indebtedness to be deemed equal to the lesser of (i) the aggregate unpaid amount of such indebtedness, and
(ii) the fair market value of the property encumbered thereby as determined by such Person in good faith); (e) Attributable
Indebtedness of such Person; (f) all obligations of such Person to mandatorily purchase, redeem, retire, defease or otherwise make
any payment in respect of any preferred Equity Interest in such Person or any other Person, in each case on or prior to the date that
is ninety-one (91) days following the then-latest Maturity Date; (g) the Swap Termination Value of any Swap Contract entered into
by such Person; (h) all Guarantees of such Person in respect of any of the foregoing; and (i) the Indebtedness of any partnership
or joint venture (other than a joint venture that is itself a corporation, limited liability company or limited liability partnership)
in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.


 


“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 Borrower under any Loan Document, and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


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


 


“Information”
has the meaning specified in Section 11.07.


 






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“Interest Payment
Date” means: (a) as to any Term SOFR Loan or any Alternative Currency Term Rate Loan, the last day of each Interest Period
applicable to such Loan and the Maturity Date; provided, that, if any Interest Period for such Loan exceeds three (3) months,
the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment
Dates; (b) as to any Alternative Currency Daily Rate Loan, the last Business Day of each calendar month and the Maturity Date; and
(c) as to any Base Rate Loan or any Swing Line Loan, the last Business Day of each April, July, October and January and
the Maturity Date.


 


“Interest Period”
means, as to any Term SOFR Loan or any Alternative Currency Term Rate Loan, the period commencing on the date such Loan is disbursed or
converted to or continued as a Term SOFR Loan or an Alternative Currency Term Rate Loan, as applicable, and ending on the date one (1),
three (3) or, other than with respect to any Alternative Currency Term Rate Loan for which the Relevant Rate is CDOR, six (6) months
thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency) as selected by the applicable
Borrower in its Loan Notice, or such other period that is twelve (12) months or less requested by the applicable Borrower and consented
to by all of the Lenders; provided, that: (a) any Interest Period that would otherwise end on a day that is not a Business
Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall
end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period shall extend beyond
the Maturity Date.


 


“IRS” means
the United States Internal Revenue Service.


 


“ISP” means
the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as
may be in effect at the time of the applicable L/C Credit Extension).


 


“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 an L/C Issuer and the Company (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.


 


“Joint Fee Letter”
means the fee letter agreement, dated March 29, 2022, among the Company, Bank of America, BofA Securities, Wells Fargo, and WFS.


 


“Judgment Currency”
has the meaning specified in Section 11.23.


 


“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 Commitment”
means, with respect to each L/C Issuer, such L/C Issuer’s commitment to issue Letters of Credit hereunder. The initial amount of
each L/C Issuer’s L/C Commitment is set forth on Schedule 2.01. The L/C Commitment of an L/C Issuer may be modified from
time to time by agreement between such L/C Issuer and the Company, and notified to the Administrative Agent.


 


“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 Disbursement”
means a payment made by an L/C Issuer pursuant to a Letter of Credit.


 






    19


    


    

 


“L/C Issuer”
means each of Bank of America and Wells Fargo, in each case in its capacity as issuer of Letters of Credit hereunder, or any successor
issuer of Letters of Credit hereunder. Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued
by Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate. Each reference herein to the “L/C Issuer” in connection with a Letter of Credit or other
matter shall be deemed to be a reference to the relevant L/C Issuer with respect thereto.


 


“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. 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.


 


“Lender”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender”
in accordance with this Agreement and their successors and permitted assigns and, unless the context requires otherwise, includes the
Swing Line Lender. The term “Lender” shall include any Designated Lender who has funded any Credit Extension.


 


“Lender Party”
means each of each Lender, each L/C Issuer and the Swing Line Lender.


 


“Lending Office”
means, as to the Administrative Agent, any L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s
Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Company and the Administrative
Agent in writing, which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.


 


“Letter of Credit”
means any standby letter of credit issued hereunder. Letters of Credit issued by Bank of America, in its capacity as an L/C Issuer, may
be issued in Dollars or any Alternative Currency. Letters of Credit issued by any L/C Issuer (other than Bank of America) shall only be
issued in Dollars.


 


“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to
time in use by the applicable L/C Issuer.


 


“Letter of Credit
Expiration Date” means the date that is seven (7) Business Days prior to the Maturity Date.


 


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


 


“Letter of Credit
Report” means a certificate substantially the form of Exhibit J or any other form approved by the Administrative
Agent.


 


“Letter of Credit
Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $50,000,000, and (b) the amount
of the Aggregate Revolving Commitments as of such date. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Revolving Commitments.


 


“Leverage Increase
Period” has the meaning specified in Section 7.07.


 






    20


    


    

 


“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 each case, in the nature of a security interest of any kind or nature
whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title
to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


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


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, each Fee Letter, any agreement creating or perfecting rights in Cash Collateral
pursuant to the provisions of this Agreement, each Designated Borrower Request and Assumption Agreement and each other document, instrument
or agreement designated in writing by the Company and the Administrative Agent as a “Loan Document” (in each case, including
all exhibits and schedules thereto).


 


“Loan Notice”
means a notice of (a) a Committed Revolving Borrowing, (b) a conversion of Term SOFR Loans to Base Rate Loans, (c) a conversion
of Base Rate Loans to Term SOFR Loans, or (d) a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable,
in each case pursuant to Section 2.02(a), which 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 applicable Borrower.


 


“Mandatory Cost”
means any amount incurred periodically by any Lender during the term of this Agreement which constitutes fees, costs or charges imposed
on lenders generally in the jurisdiction in which such Lender is domiciled, is subject to regulation by any Governmental Authority, or
has its Lending Office.


 


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


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, results of operations or financial condition of the
Company and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender under any Loan
Document, or of the ability of any Borrower to perform its payment obligations under any Loan Document to which it is a party, or (c) the
legality, validity, binding effect or enforceability against any Borrower of any Loan Document to which it is a party.


 


“Material Subsidiary”
means, as of any date of determination, any Subsidiary that has, as of the last day of the four consecutive fiscal quarters of the Company
most recently completed on or prior to such date for which financial statements have been delivered by the Company pursuant to Section 6.01(a) or
Section 6.01(b) (or, in the case of any such determination to be made prior to the delivery of financial statements for
the fiscal quarter of the Company ended April 30, 2022, determined as of the last day of the four consecutive fiscal quarters of
the Company ended January 31, 2022), total assets in excess of five percent (5%) of the Consolidated Total Assets as of the last
day of the four consecutive fiscal quarters of the Company most recently completed on or prior to such date for which financial statements
have been delivered by the Company pursuant to Section 6.01(a) or Section 6.01(b) (or, in the case of
any such determination to be made prior to the delivery of financial statements for the fiscal quarter of the Company ended April 30,
2022, with reference to the Audited Financial Statements).


 


“Maturity Date”
means April 6, 2027; provided, that, if such date is not a Business Day, the Maturity Date shall be the next preceding
Business Day.


 


“Maximum Rate”
has the meaning specified in Section 11.09.


 






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“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount
equal to (i) one hundred two percent (102%) of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued
in Dollars and outstanding at such time and (ii) one hundred five percent (105%) of the Fronting Exposure of Bank of America, in
its capacity as an L/C Issuer, with respect to Letters of Credit issued in Alternative Currencies and outstanding at such time, and (b) otherwise,
an amount determined by the Administrative Agent and the L/C Issuers in their sole discretion.


 


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


 


“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions
(but, in the case of such a plan to which any Borrower or any ERISA Affiliate no longer makes or is obligated to make contributions, only
if such Borrower has any outstanding liability (including contingent liability, on account of an ERISA Affiliate or otherwise)).


 


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


 


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


 


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


 


“Non-Extending Lender”
has the meaning specified in Section 2.17(b).


 


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


 


“Non-Reimbursement
Notice” has the meaning specified in Section 2.03(f).


 


“Note”
means a Revolving Note or a Swing Line Note, as applicable.


 


“Notice Date”
has the meaning specified in Section 2.17(b).


 


“Notice of Loan Prepayment”
means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit C or such other form
as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall
be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company and its Subsidiaries arising under any
Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against any Borrower 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.


 






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“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 (or equivalent or comparable constitutive documents with respect to any
non-U.S. jurisdiction); 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 (or equivalent or comparable constitutive documents with respect
to any non-U.S. jurisdiction); and (d) with respect to any entity, 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.


 


“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 solely from such Recipient having executed, delivered, become a
party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


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


 


“Outstanding Amount”
means (a) with respect to Committed Revolving Loans and Swing Line Loans on any date, the Dollar Equivalent amount of aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Revolving Loans and Swing Line
Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent
amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring
on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements
by the Company of Unreimbursed Amounts.


 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swing Line Lender, as the case may be, in accordance
with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency,
an overnight rate determined by the Administrative Agent or Bank of America, in its capacity as an L/C Issuer, as the case may be, in
accordance with banking industry rules on interbank compensation.


 


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


 


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


 


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


 






    23


    


    

 


“PATRIOT Act”
has the meaning specified in Section 11.17.


 


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


 


“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 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, but excluding a Multiemployer Plan) that is maintained or
is contributed to by any Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 of the Code.


 


“Permitted Refinancing”
means, with respect to any Indebtedness of any Person, any modification, refinancing, refunding, renewal or extension of such Indebtedness;
provided, that, the principal amount thereof does not exceed the sum of (a) the outstanding principal amount of the
Indebtedness so modified, refinanced, refunded, renewed or extended, plus (b) prepayment premiums paid by such Person, and
reasonable and customary fees and expenses incurred by such Person, in connection with such modification, refinancing, refunding, renewal
or extension.


 


“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, but excluding any Multiemployer
Plan), maintained by any Borrower for employees of such Borrower or any such Plan to which such Borrower is required to contribute on
behalf of any of its employees.


 


“Plan of Reorganization”
has the meaning specified in Section 11.06(g)(iii).


 


“Platform”
has the meaning specified in Section 6.02.


 


“Priority Indebtedness”
means (a) unsecured Indebtedness of any Subsidiary, and (b) Indebtedness of the Company or any Subsidiary secured by any Lien.


 


“Pro Forma Basis”
means, that in the calculation of (a) any financial ratio or test hereunder, or (b) the financial covenant set forth in Section 7.07,
in connection with any transaction described in Section 1.03(d) (including the incurrence of any Indebtedness in connection
therewith), such transaction shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding
the date of such transaction for which financial statements were required to be delivered pursuant to Section 6.01(a) or
Section 6.01(b). In connection with the foregoing, (i) with respect to any Disposition, (A) income statement and
cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded, and (B) Indebtedness
which is retired or repaid shall be excluded and deemed to have been retired as of the first day of the applicable period, (ii) with
respect to any Acquisition, (A) income statement and cash flow statement items attributable to the Person or property acquired shall
be included to the extent (1) such items are not otherwise included in such income statement and cash flow statement items for the
Company and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01, and
(2) such items are supported by financial statements or other information reasonably relied upon by the Company (it being understood
and agreed that to the extent such financial statements or other information reasonably relied upon by the Company are not available with
respect to any Acquisition, the items described in this clause (ii)(A) shall not be included for such Acquisition), and (B) any
Indebtedness incurred or assumed by the Company or any Subsidiary (including the Person or property acquired) in connection with such
transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (1) shall
be deemed to have been incurred as of the first day of the applicable period, and (2) if such Indebtedness has a floating or formula
rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate
which is or would be in effect with respect to such Indebtedness as at the relevant date of determination, and (iii) with respect
to the incurrence of any Indebtedness, (A) such Indebtedness shall be deemed to have been incurred as of the first day of the applicable
period, and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period
for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at
the relevant date of determination.


 






    24


    


    

 



 


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


 


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


 


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


 


“QFC Credit Support”
has the meaning specified in Section 11.22.


 


“Qualified Acquisition”
means an Acquisition (or series of related Acquisitions consummated in any six (6)-month period) that is designated by the Company to
the Administrative Agent as a “Qualified Acquisition” hereunder and for which the aggregate consideration is at least $250,000,000,
but only to the extent the sum of (a) the amount of such consideration funded with the proceeds of Consolidated Funded Indebtedness
of the Company and its Subsidiaries, plus (b) the amount of such consideration constituting Consolidated Funded Indebtedness
that is assumed by the Company and its Subsidiaries in connection therewith, exceeds $250,000,000; provided, that, for
any Acquisition or series of Acquisitions to qualify as a “Qualified Acquisition,” the Administrative Agent shall have received,
prior to, or concurrently with, the consummation of such Acquisition or series of Acquisitions, a certificate from a Responsible Officer
of the Company certifying that such Acquisition or series of Acquisitions meet the criteria set forth in this definition and notifying
the Administrative Agent that the Company has elected to treat such Acquisition or series of Acquisitions as a “Qualified Acquisition.”


 


“Rate Determination
Date” means, with respect to any Interest Period, two (2) Business Days prior to the commencement of such Interest Period
(or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative
Agent; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent,
then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).


 


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


 


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


 


“Related Indemnified
Party” of an Indemnitee means (a) any Controlling Person or Controlled Affiliate of such Indemnitee, (b) the respective
directors, officers or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, and (c) the respective
agents of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this clause (c), acting on
behalf of, or at the express instructions of, such Indemnitee, Controlling Person or such Controlled Affiliate; provided, that,
each reference to a Controlling Person, Controlled Affiliate, director, officer or employee in this definition pertains to a Controlling
Person, Controlled Affiliate, director, officer or employee involved in the negotiation of the Loan Documents or the syndication of the
credit facility provided for herein.


 






    25


    


    

 


“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.


 


“Relevant Rate”
means with respect to any Committed Revolving Loan denominated in (a) Euros, EURIBOR (or any Successor Rate established in connection
therewith), (b) Sterling, SONIA (or any Successor Rate established in connection therewith), and (c) Canadian Dollars, CDOR
(or any Successor Rate established in connection therewith).


 


“Removal Effective
Date” has the meaning specified in Section 9.06(b).


 


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


 


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


 


“Required Lenders”
means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50)% of the Total Credit Exposures of
all Lenders at such time. 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 such Defaulting
Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that
is the Swing Line Lender or the applicable L/C Issuer, as the case may be, in making such determination.


 


“Rescindable Amount”
has the meaning specified in Section 2.12(b)(ii).


 


“Resignation Effective
Date” has the meaning specified in Section 9.06(a).


 


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


 


“Responsible Officer”
means, with respect to any Borrower, (a) the chief executive officer, president, co-president, chief financial officer (or principal
financial officer with similar responsibilities), treasurer, assistant treasurer, controller, general counsel or secretary of such Borrower,
(b) solely for purposes of the delivery of secretary and/or incumbency certificates, the secretary or any assistant secretary of
such Borrower, and (c) solely for purposes of notices given pursuant to Article II, (i) any other officer or employee
of such Borrower so designated by any Responsible Officer of such Borrower identified in clause (a) or clause (b) above
in a notice to the Administrative Agent, or (ii) any other officer or employee of such Borrower designated by such Borrower pursuant
to an agreement between such Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible
Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action
on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower. To
the extent requested by the Administrative Agent, each Responsible Officer of each Borrower will provide an incumbency certificate in
form and substance reasonably satisfactory to the Administrative Agent.


 






    26


    


    

 


“Revaluation Date”
means: (a) with respect to any Committed Revolving Loan, each of the following: (i) each date of a Borrowing of Alternative
Currency Loans; (ii) each date of a continuation of an Alternative Currency Term Rate Loan pursuant to Section 2.02;
and (iii) each additional date as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with
respect to any Letter of Credit, each of the following: (i) each date of issuance, amendment and/or extension of a Letter of Credit
denominated in an Alternative Currency; (ii) each date of any payment by Bank of America, in its capacity as an L/C Issuer, under
any Letter of Credit denominated in an Alternative Currency; and (iii) each additional date as the Administrative Agent or Bank
of America, in its capacity as an L/C Issuer, shall determine or the Required Lenders shall require.


 


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


 


“Revolving Note”
means a promissory note made by the Borrowers in favor of a Lender evidencing Committed Revolving Loans made by such Lender, substantially
in the form of Exhibit D-1.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.


 


“Sale and Leaseback
Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or
transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property
or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.


 


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


 


“Sanction(s)”
means any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the
European Union, any European Union member state, Her Majesty’s Treasury (“HMT”) or other relevant sanctions
authority.


 


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


 


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


 


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


 


“SOFR”
means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).


 






    27


    


    

 


“SOFR Adjustment”
means: (a) with respect to Daily Simple SOFR, 0.10% (10 basis points); and (b) with respect to Term SOFR, (i) 0.10% (10
basis points) for an Interest Period of one month’s duration, (ii) 0.10% (10 basis points) for an Interest Period of three
months’ duration, and (iii) 0.10% (10 basis points) for an Interest Period of six months’ duration.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair
value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such
Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s
property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent
obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that
would reasonably be expected to become an actual or matured liability.


 


“SONIA”
means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth
(5th) Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source
providing such quotations as may be designated by the Administrative Agent from time to time); provided, that, if such
determination date is not a Business Day, SONIA means such rate that applied on the first Business Day immediately prior thereto.


 


“SONIA Adjustment”
means, with respect to SONIA, 0.0326% per annum.


 


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


 


“Sterling”
means the lawful currency of the United Kingdom.


 


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


 


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


 


“Supported QFC”
has the meaning specified in Section 11.22.


 


“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.


 






    28


    


    

 


“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 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 Company.


 


“Swing Line Note”
means a promissory note made by the Company in favor of the Swing Line Lender evidencing Swing Line Loans made by the Swing Line Lender,
substantially in the form of Exhibit D-2.


 


“Swing Line Sublimit”
means, as of any date of determination, an amount equal to the lesser of (a) $50,000,000, and (b) the amount of the Aggregate
Revolving Commitments as of such date. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving 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).


 


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


 


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


 






    29


    


    

 


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


 


“Term SOFR”
means: (a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S.
Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period;
provided, that, if the rate is not published prior to 11:00 a.m. on such determination date, then Term SOFR means
the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; in each case, plus the
applicable SOFR Adjustment; and (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum
equal to the Term SOFR Screen Rate with a term of one (1) month commencing that day; provided, that, if Term SOFR
determined in accordance with either of the foregoing clause (a) or clause (b) would otherwise be less than zero,
Term SOFR shall be deemed zero for purposes of this Agreement.


 


“Term SOFR Conforming
Changes” means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR or any proposed
Term SOFR Successor Rate, as applicable, any conforming changes to the definition of “Base Rate”, the definition of “Interest
Period”, the definition of “SOFR”, the definition of “Term SOFR”, the timing and frequency of determining
rates and making payments of interest, and other technical, administrative or operational matters (including, for the avoidance of doubt,
the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the timing of
borrowing requests or prepayment, conversion or continuation notices, and the length of lookback periods) as may be appropriate, in the
discretion of the Administrative Agent, in consultation with the Company, to reflect the adoption and implementation of such applicable
rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or
that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent
determines in consultation with the Company is reasonably necessary in connection with the administration of this Agreement and any other
Loan Document).


 


“Term SOFR Loan”
means a Committed Revolving Loan that is denominated in Dollars and that bears interest at a rate based on clause (a) of
the definition of “Term SOFR.”


 


“Term SOFR Replacement
Date” has the meaning specified in Section 3.03(c).


 


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


 


“Term SOFR Screen
Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative
Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time).


 


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


 


“Termination Date”
means the date on which (a) the Aggregate Revolving Commitments have expired or terminated, (b) all Loans and Obligations (other
than contingent indemnification obligations for which no claim or demand has been made) have been paid in full, and (c) all Letters
of Credit have expired or have been terminated (or have been Cash Collateralized or back-stopped by a letter of credit or otherwise in
a manner reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer).


 






    30


    


    

 


“Threshold Amount”
means $100,000,000.


 


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


 


“Total Revolving
Outstandings” means, as of any date of determination, an amount equal to (a) the aggregate Outstanding Amount of all Committed
Revolving Loans at such time, plus (b) the aggregate Outstanding Amount of all Swing Line Loans at such time, plus
(c) the aggregate Outstanding Amount of all L/C Obligations at such time.


 


“Trade Date”
has the meaning specified in Section 11.06(g)(i).


 


“Type”
means, with respect to a Committed Revolving Loan, its character as a Base Rate Loan, a Term SOFR Loan, an Alternative Currency Daily
Rate Loan, or an Alternative Currency Term Rate Loan.


 


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


 


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


 


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


 


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


 


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


 


“U.S. Government
Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial
Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is
a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.


 


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


 


“U.S. Special Resolution
Regimes” has the meaning specified in Section 11.22.


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).


 


“Wells Fargo”
means Wells Fargo Bank, National Association.


 


“WFS”
means Wells Fargo Securities, LLC.


 


“Withholding Agent”
means each Borrower and the Administrative Agent.


 


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


 






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


 


(a)            The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated,
supplemented or otherwise modified or extended, replaced or refinanced, including by way of any supplement or joinder agreement (subject
to any restrictions on such amendments, restatements, amendments and restatements, supplements, modifications, extensions, replacements
or refinancings 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 “herein,” “hereof” and
 “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan
Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which
such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or
regulation as amended, restated, amended and restated, modified or supplemented from time to time, (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 and (vii) definitions given in singular form shall,
when used in their plural form, mean a collective reference to each such person, place or thing and definitions given in plural form
shall, when used in their singular form, mean an (or the applicable) individual person place or thing among the group of persons, places
or things defined. Any and all references to “Borrower” regardless of whether preceded by the term “a”, “any”,
 “each of”, “all”, “and/or”, or any other similar term shall be deemed to refer, as the context requires,
to each and every (and/or any, one or all) parties constituting a Borrower, individually and/or in the aggregate.


 


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


 


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


 






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


 


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, as in effect from time to time, except as otherwise specifically prescribed herein. Notwithstanding any other provision contained
herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred
to herein shall be made without giving effect to any election under Accounting Standards Codification 825 (or any other Financial Accounting
Standard or Accounting Standards Codification having a similar result or effect) to value any Indebtedness or other liabilities of the
Company or any Subsidiary at “fair value,” as defined therein.


 


(b)            Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders shall so request, the Administrative Agent and the Company shall negotiate in
good faith to amend such ratio or requirement (without the payment of any amendment or similar fee) to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (ii) the Company shall
provide to the Administrative Agent (for distribution to 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.


 


(c)            Consolidation
of Variable Interest Entities. All references herein to consolidated financial statements of the Company and its Subsidiaries or
to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each
case, be deemed to include each material variable interest entity that the Company is required to consolidate pursuant to FASB Accounting
Standards Codification 810 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003)
as if such variable interest entity were a Subsidiary as defined herein.


 


(d)            Calculations.
Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of financial ratios and tests or the financial
covenant in Section 7.07 (including for purposes of determining the Applicable Rate) for any period shall be made on a Pro
Forma Basis with respect to (i) any Disposition of all of the Equity Interests of, or all or substantially all of the assets of,
a Subsidiary, occurring during such period, (ii) any Disposition of a line of business or division of the Company or any Subsidiary
occurring during such period, (iii) any Acquisition consummated in such period, and (iv) the incurrence of any Indebtedness
in such period.


 






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


 


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


 


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


 


1.07        Timing
of Payment or Performance. When payment of any obligation or the performance by the Company of any covenant, duty or obligation
is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in
the definition of “Interest Period”, “Maturity Date”, and as described in Section 2.17(c) and
Section 2.17(d)) or performance shall extend to the immediately succeeding Business Day, and, in the case of any payment
accruing interest or fees, interest or fees thereon shall be payable for the period of such extension.


 


1.08        Exchange
Rates; Currency Equivalents.


 


(a)            The
Administrative Agent or Bank of America, in its capacity as an L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts
of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as
of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes
of financial statements delivered by the Company hereunder or calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent
amount as so determined by the Administrative Agent or Bank of America, in its capacity as an L/C Issuer, as applicable.


 


(b)            Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Committed Revolving Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but
such Borrowing, Committed Revolving Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant
Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being
rounded upward), as determined by the Administrative Agent or Bank of America, in its capacity as an L/C Issuer, as the case may be.


 






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(c)            The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including,
for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement
for or successor to any such rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing)
or the effect of any of the foregoing, or of any Term SOFR Conforming Changes or any Conforming Changes. The Administrative Agent and
its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein,
or any alternative, successor or replacement rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of
any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative
Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any
alternative, successor or replacement rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of
the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any
other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses
or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related
to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source
or service.


 


1.09        Additional
Alternative Currencies.


 


(a)            The
Company may from time to time request that Committed Revolving Loans be made and/or Letters of Credit be issued by Bank of America, in
its capacity as an L/C Issuer, in each case, in a currency other than those specifically listed in the definition of “Alternative
Currency”; provided, that, such requested currency is an Eligible Currency. In the case of any such request
with respect to the making of Committed Revolving Loans, such request shall be subject to the approval of the Administrative Agent and
each Lender; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to
the approval of the Administrative Agent and Bank of America, in its capacity as an L/C Issuer.


 


(b)            Any
such request pursuant to Section 1.09(a) shall be made to the Administrative Agent not later than 11:00 a.m. twenty
(20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative
Agent and, in the case of any such request pertaining to Letters of Credit, Bank of America, in its capacity as an L/C Issuer, in its
or their sole discretion). In the case of any such request pertaining to Committed Revolving Loans, the Administrative Agent shall promptly
notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly
notify the Bank of America, in its capacity as an L/C Issuer, thereof. Each Lender (in the case of any such request pertaining to Committed
Revolving Loans) or Bank of America, in its capacity as an L/C Issuer (in the case of a request pertaining to Letters of Credit), shall
notify the Administrative Agent not later than 11:00 a.m. ten (10) Business Days after receipt of such request whether it consents,
in its sole discretion, to the making of Committed Revolving Loans or the issuance of Letters of Credit, as the case may be, in such
requested currency.


 


(c)            Any
failure by a Lender or Bank of America, in its capacity as an L/C Issuer, as the case may be, to respond to such request within the time
period specified in Section 1.09(b) shall be deemed to be a refusal by such Lender or Bank of America, in its capacity
as an L/C Issuer, as the case may be, to permit Committed Revolving Loans to be made or Letters of Credit to be issued in such requested
currency. If the Administrative Agent and all the Lenders consent to making Committed Revolving Loans in such requested currency and
the Administrative Agent and the Lenders reasonably determine that an appropriate interest rate is available to be used for such requested
currency, the Administrative Agent shall so notify the Company and (i) the Administrative Agent and the Lenders may amend this Agreement
to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate, as applicable, and
(ii) to the extent this Agreement has been amended to reflect the appropriate rate (and applicable adjustment, if any) for such
currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Committed Revolving
Borrowings. If the Administrative Agent and Bank of America, in its capacity as an L/C Issuer, consent to the issuance of Letters of
Credit in such requested currency, the Administrative Agent shall so notify the Company and (A) the Administrative Agent and Bank
of America, in its capacity as an L/C Issuer, may amend this Agreement to add such currency, and (B) to the extent this Agreement
has been amended to reflect such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for
purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional
currency under this Section 1.09, the Administrative Agent shall promptly so notify the Company.


 






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1.10        Change
of Currency.


 


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


 


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


 


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


 


ARTICLE II


 


COMMITMENTS
and Credit Extensions


 


2.01        Committed
Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each
such loan, a “Committed Revolving Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from
time to time on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender’s Commitment; provided, that, after giving effect to any Committed Revolving Borrowing, (i) the
Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Revolving Credit Exposure of any Lender
shall not exceed such Lender’s g Commitment, and (iii) the aggregate Outstanding Amount of all Alternative Currency Loans
shall not exceed the Alternative Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms
and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow
under this Section 2.01. Committed Revolving Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate
Loans or Alternative Currency Term Rate Loans, as further provided herein.


 






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2.02        Committed
Revolving Borrowings; Conversions and Continuations of Committed Revolving Loans.


 


(a)            Each
Borrowing, each conversion of Base Rate Loans to Term SOFR Loans, each conversion of Term SOFR Loans to Base Rate Loans, each continuation
of Term SOFR Loans, and each continuation of Alternative Currency Term Rate Loans shall be made upon the applicable Borrower’s
irrevocable notice to the Administrative Agent, which may be given by telephone or a Loan Notice; provided, that, any telephonic
notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative
Agent of a Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Loan Notice must
be received by the Administrative Agent not later than 1:00 p.m. (i) two Business Days prior to the requested date of any Borrowing
of, conversion to or continuation of Term SOFR Loans, or of any conversion of Term SOFR Loans to Base Rate Loans, (ii) three Business
Days (or five Business Days, in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Alternative Currency
Loans, (iii) three Business Days (or five Business Days, in the case of a Special Notice Currency) in the case of the continuation
of any Alternative Currency Term Rate Loans, and (iv) on the requested date of any Borrowing of Base Rate Loans; provided,
that, if the applicable Borrower wishes to request Term SOFR Loans or Alternative Currency Term Rate Loans having an Interest
Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”,
the applicable Loan Notice must be received by the Administrative Agent not later than 1:00 p.m. five Business Days (or six Business
Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation, as applicable,
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 the Lenders (it being understood and agreed that, not later than 1:00 p.m. four Business Days (or
five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation,
as applicable, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested
Interest Period has been consented to by all the Lenders). Each Borrowing of, conversion to or continuation of Term SOFR Loans or Alternative
Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of
$1,000,000 in excess thereof. Except as provided in Sections 2.03(f) and 2.04(c)(i), each Borrowing of or conversion
to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of
$100,000 in excess thereof. Each Loan Notice shall specify (A) the applicable Borrower, (B) whether such Borrower is requesting
a Borrowing, conversion, or continuation, (C) the requested date of such Borrowing, conversion or continuation, as the case may
be (which shall be a Business Day), (D) the principal amount of Loans to be borrowed, converted or continued, (E) the Type
of Loans to be borrowed or to which existing Loans are to be converted, (F) if applicable, the duration of the Interest Period with
respect thereto, and (G) the applicable Alternative Currency of such Loans. If the applicable Borrower fails to specify a currency
in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify
a Type of Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Loans shall be made as, converted to or continued as, Term SOFR Loans with an Interest Period of one (1) month;
provided, that, in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such
Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month.
Any such automatic continuation of Term SOFR Loans or Alternative Currency Term Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Loans. If the applicable Borrower requests a Borrowing of, conversion to,
or continuation of Term SOFR Loans or Alternative Currency Term 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 (1) month. Except as provided pursuant to Section 2.12(a),
no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original
currency of such Loan and reborrowed in the other currency.


 






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(b)            Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage
of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative
Agent shall promptly notify each Lender of the details of any conversion to or automatic continuation of Term SOFR Loans or Alternative
Currency Term Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding
subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day
Funds at the Administrative Agent’s Office for the applicable currency not later than 3:00 p.m., in the case of any Loan denominated
in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Alternative Currency Loan,
in each case, 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 applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting
the account of the applicable Borrower on the books of Bank of America with the amount of such funds, or (ii) wire transfer of such
funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable
Borrower.


 


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


 


(d)            Each
determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding
on the Borrowers and the Lenders in the absence of manifest error.


 


(e)            After
giving effect to all Borrowings, all conversions of Term SOFR Loans to Base Rate Loans, all conversions of Base Rate Loans to Term SOFR
Loans, all continuations of Term SOFR Loans, and all continuations of Alternative Currency Term Rate Loans, there shall not be more than
ten (10) Interest Periods in effect.


 


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


 






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(g)            Notwithstanding
anything to the contrary in this Agreement, this Section 2.02 shall not apply to Swing Line Loans.


 


2.03        Letters
of Credit.


 


(a)            The
Letter of Credit Commitment. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01,
the Company may request that any L/C Issuer, and each L/C Issuer agrees to, in reliance on the agreements of the Lenders set forth in
this Section 2.03, issue, at any time and from time to time during the Availability Period, Letters of Credit denominated
(i) in the case of any Letter of Credit issued by Bank of America, in its capacity as an L/C Issuer, in Dollars or in one or more
Alternative Currencies, and (ii) in the case of any other L/C Issuer (other than Bank of America), in Dollars, in each case, for
its own account or the account of any of its Subsidiaries in such form as is acceptable to the Administrative Agent and such L/C Issuer
in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Aggregate Revolving Commitments.


 


(b)            Notice
of Issuance, Amendment, Extension, Reinstatement or Renewal.


 


(i)            To
request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension
of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Company shall deliver (or
transmit by electronic communication, if arrangements for doing so have been approved by the applicable L/C Issuer) to an L/C Issuer
selected by it and to the Administrative Agent not later than 1:00 p.m. at least three (3) Business Days (or such later date
and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be, a notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or
renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.03(d)),
the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter
of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested
by the applicable L/C Issuer, the Company also shall submit a Letter of Credit Application and a reimbursement agreement on such L/C
Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms
and conditions of this Agreement and the terms and conditions of any Letter of Credit Application, any reimbursement agreement, any other
Issuer Document or any other agreement submitted by the Company to, or entered into by the Company with, an L/C Issuer relating to any
Letter of Credit, the terms and conditions of this Agreement shall control.


 






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(ii)            If
the Company so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the applicable
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 shall permit such L/C Issuer to prevent
any such extension at least once in each twelve (12)-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
(12)-month period to be agreed upon by the Company and the applicable L/C Issuer at the time such Letter of Credit is issued. Unless otherwise
directed by the applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension.
Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable
L/C Issuer to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant
to Section 2.03(d); provided, that, such L/C Issuer shall not (A) permit any such extension if (1) such
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 extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year
from the then-current expiration date), or (2) it has received notice (which may be in writing or by telephone (if promptly confirmed
in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent
that the Required Lenders have elected not to permit such extension, or (B) be obligated to permit such extension if it has received
notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business
Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Company that one or more of the applicable
conditions set forth in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit
such extension.


 


(c)           Limitations
on Amounts, Issuance and Amendment.


 


(i)           A
Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement
or renewal of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, extension, reinstatement or renewal (A) unless otherwise agreed by the applicable L/C Issuer in its sole discretion, the
aggregate amount of the outstanding Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment,
(B) the aggregate L/C Obligations shall not exceed the Letter of Credit Sublimit, (C) the Revolving Credit Exposure of any Lender
shall not exceed such Lender’s Commitment, and (D) the Total Credit Exposures of all Lenders shall not exceed the Aggregate
Revolving Commitments.


 


(ii)           No
L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law
applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with
jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally
or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve
or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer
in good faith deems material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer
applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter
of Credit is in an initial stated amount less than the Dollar Equivalent amount equal to $250,000; (D) any Lender is at that time
a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory
to such L/C Issuer (in its sole discretion) with the Company or such Lender to eliminate such 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 such L/C Issuer has actual or
potential Fronting Exposure, as it may elect in its sole discretion; (E) the Letter of Credit contains any provisions for automatic
reinstatement of the stated amount after any drawing thereunder; or (F) in the case of Bank of America, in its capacity as an L/C
Issuer, (1) the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency, or (2) Bank
of America does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency.


 






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(iii)           No
L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time
to issue 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.


 


(d)           Expiration
Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) the date twelve (12) months
after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic
or by amendment, twelve (12) months after the then current expiration date of such Letter of Credit), and (ii) the Letter of Credit
Expiration Date.


 


(e)           Participations.


 


(i)           By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof),
and without any further action on the part of the applicable L/C Issuer or the Lenders, such L/C Issuer hereby grants to each Lender,
and each Lender hereby acquires from such L/C Issuer, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this Section 2.03(e)(i) in respect of Letters of Credit is absolute, unconditional
and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal
of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments.
Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect
such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such
Lender’s Aggregate Revolving Commitment is amended pursuant to the provisions of this Agreement.


 


(ii)           In
consideration and in furtherance of the foregoing, upon receipt of any Non-Reimbursement Notice, each Lender hereby absolutely, unconditionally
and irrevocably agrees to pay to the Administrative Agent, for account of the applicable L/C Issuer, such Lender’s Applicable Percentage
of each L/C Disbursement made by such L/C Issuer not later than 3:00 p.m. on the Business Day specified in such Non-Reimbursement
Notice, until such L/C Disbursement is reimbursed by the Company or at any time after any reimbursement payment is required to be refunded
to the Company for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding
or reduction whatsoever, and shall otherwise be made in the same manner as provided in Section 2.02 with respect to Committed
Revolving Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of
the Lenders pursuant to this Section 2.03(e)(ii)). The Administrative Agent shall promptly pay to the applicable L/C Issuer
the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company
pursuant to Section 2.03(f), the Administrative Agent shall distribute such payment to such L/C Issuer or, to the extent that
the Lenders have made payments pursuant to this Section 2.03(e)(ii) to reimburse such L/C Issuer, then to such Lenders
and the applicable L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this Section 2.03(e)(ii) to
reimburse any L/C Issuer for any L/C Disbursement (other than, for the avoidance of doubt, any Committed Revolving Loan made by a Lender
pursuant to the first proviso set forth in Section 2.03(f)) shall not constitute a Loan and shall not relieve the Company
of its obligation to reimburse such L/C Disbursement.


 






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(iii)           If
any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be
paid by such Lender pursuant to the provisions of Section 2.03(e)(ii), then, without limiting the other provisions of this
Agreement, the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately
available to such L/C Issuer at a rate per annum equal to the greater of the applicable Overnight Rate and a rate determined by the applicable
L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by such L/C Issuer in connection with the foregoing. A certificate of such L/C Issuer submitted to any Lender
(through the Administrative Agent) with respect to any amounts owing under this Section 2.03(e)(iii) shall be conclusive
absent manifest error.


 


(f)           Reimbursement.
If any L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Company shall reimburse such L/C Issuer in respect
of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the
Business Day that the Company receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m., or (ii) the
Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time; provided,
that, the Company may, subject to the conditions to borrowing set forth herein (other than the minimums and multiples required
for Base Rate Loans pursuant to Section 2.02), request in accordance with Section 2.02 that such payment be financed
with a Committed Revolving Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Company’s obligation
to make such payment shall be discharged and replaced by the resulting Committed Revolving Borrowing of Base Rate Loans. If the Company
fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment
then due from the Company in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage
thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each
Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii),
subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by any L/C Issuer or the Administrative
Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided,
that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 






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(g)           Obligations
Absolute. The Company’s obligation to reimburse L/C Disbursements as provided in Section 2.03(f) shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of: (i) any lack of validity or enforceability of this Agreement, any other Loan Document or any Letter
of Credit, or any term or provision herein or therein; (ii) the existence of any claim, counterclaim, setoff, defense or other right
that the Company or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person
for whom any such beneficiary or any such transferee may be acting), any 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; (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 in such draft or other document 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 any L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the Company or any waiver
by such L/C Issuer which does not in fact materially prejudice the Company; (v) honor of a demand for payment presented electronically
even if such Letter of Credit required that demand be in the form of a draft; (vi) any payment made by any 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 or the ISP, as applicable; (vii) payment by
the applicable L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly with
the terms of such Letter of Credit; or any payment made by any 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 event or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section 2.03, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Company’s obligations hereunder.


 


(h)           Examination.
The Company 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 Company’s instructions or other irregularity, the Company will immediately notify the applicable
L/C Issuer. The Company shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless
such notice is given as aforesaid.


 


(i)           Liability.
None of the Administrative Agent, any Lender, any L/C Issuer, or any of their respective Related Parties shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure
to make any payment thereunder (irrespective of any of the circumstances referred to in Section 2.03(g)), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of
Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation
or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that, the foregoing shall
not be construed to excuse an L/C Issuer from liability to the Company to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Law) suffered by the Company
that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of an L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed
to have exercised care in each such determination, and that: (i) an L/C Issuer may replace a purportedly lost, stolen, or destroyed
original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation;
(ii) an L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit
without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation
of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any
non-documentary condition in such Letter of Credit; (iii) an L/C Issuer shall have the right, in its sole discretion, to decline
to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit;
and (iv) this sentence shall establish the standard of care to be exercised by an L/C Issuer when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted
by applicable Law, any standard of care inconsistent with the foregoing). Without limiting the foregoing, none of the Administrative Agent,
any Lender, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of (A) any presentation
that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary
or other Person, (B) an L/C Issuer declining to take-up documents and make payment, (C) against documents that are fraudulent,
forged, or for other reasons by which that it is entitled not to honor, (D) following the Company’s waiver of discrepancies
with respect to such documents or request for honor of such documents, or (E) an L/C Issuer retaining proceeds of a Letter of Credit
based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such L/C Issuer.


 






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(j)           Applicability
of ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Company when a Letter of Credit is issued by it, the
rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Company
for, and no L/C Issuer’s rights and remedies against the Company shall be impaired by, any action or inaction of any 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 any L/C Issuer or the beneficiary is located, the practice stated in the ISP, 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.


 


(k)           Benefits.
Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,
and each L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit 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 such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided
herein with respect to such L/C Issuer.


 


(l)           Letter
of Credit Fees. The Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable
Percentage, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate
for Letters of Credit times the Dollar Equivalent of 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) payable on the first (1st) Business Day
following the end of each April, July, October and January, commencing with the first such date to occur after the issuance of such
Letter of Credit, on the Maturity Date and thereafter on demand, and (ii) accrued through and including the last day of each calendar
quarter 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.


 






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(m)           Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuers. The Company shall pay directly to the applicable L/C Issuer for
its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to the percentage set forth in the Joint
Fee Letter, computed on the Dollar Equivalent of 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 no later than the tenth (10th) Business Day after the end of each April,
July, October and January in 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 Maturity Date and thereafter on demand.
For purposes of computing the Dollar Equivalent of 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 Company shall pay directly to the applicable
L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and
charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges
are due and payable on demand and are nonrefundable.


 


(n)           Disbursement
Procedures. Each L/C Issuer shall, with respect to any Letter of Credit issued by such L/C Issuer, within the time allowed by applicable
Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand
for payment under such Letter of Credit. Such L/C Issuer shall promptly after such examination notify the Administrative Agent and the
Company in writing of such demand for payment if such L/C Issuer has made or will make an L/C Disbursement thereunder; provided,
that, any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such L/C
Issuer and the Lenders with respect to any such L/C Disbursement.


 


(o)           Interim
Interest. If any L/C Issuer for any Letter of Credit shall make any L/C Disbursement, then, unless the Company shall reimburse such
L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such L/C Disbursement is made to but excluding the date that the Company reimburses such L/C Disbursement, at the rate
per annum then applicable to Base Rate Loans; provided, that, if the Company fails to reimburse such L/C Disbursement when
due pursuant to Section 2.03(f), then Section 2.08(b) shall apply. Interest accrued pursuant to this Section 2.03(o) shall
be for account of such L/C Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.03(f) to
reimburse such L/C Issuer shall be for account of such Lender to the extent of such payment.


 


(p)           Replacement
of any L/C Issuer. Any L/C Issuer may be replaced at any time by written agreement between the Company, the Administrative Agent,
the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of an
L/C Issuer. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of
the replaced L/C Issuer. From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have all the
rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter, and (ii) references
herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor and
all previous L/C Issuers, as the context shall require. After the replacement of an L/C Issuer hereunder, the replaced L/C Issuer shall
remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement with respect to
Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 






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(q)           Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the Committed Revolving Loans has been accelerated, Lenders with
L/C Obligations representing at least fifty percent (50%) of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant
to this Section 2.03(q), the Company shall immediately deposit into an account established and maintained on the books and
records of the Administrative Agent an amount in cash equal to one hundred five percent (105%) of the total L/C Obligations as of such
date, plus any accrued and unpaid interest thereon; provided, that, the obligation to deposit such Cash Collateral
shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g). Such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Company under this Agreement.
In addition, and without limiting the foregoing or Section 2.03(d), if any L/C Obligations remain outstanding after the expiration
date specified in Section 2.03(d), the Company shall immediately deposit into an account established and maintained on the
books and records of the Administrative Agent an amount in cash equal to one hundred five percent (105%) of the total L/C Obligations
as of such date, plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over any Cash Collateral deposited pursuant to this Section 2.03(q). Other than
any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative
Agent and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments
shall accumulate in the accounts into which such Cash Collateral is deposited. Cash Collateral deposited pursuant to this Section 2.03(q) shall
be applied by the Administrative Agent to reimburse any L/C Issuer for L/C Disbursements for which it has not been reimbursed, together
with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Company for the L/C Obligations at such time or, if the maturity of the Committed Revolving Loans has
been accelerated (but subject to the consent of Lenders with L/C Obligations representing at least fifty percent (50%) of the total L/C
Obligations), be applied to satisfy other obligations of the Company under this Agreement. If the Company is required to provide an amount
of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid)
shall be returned to the Company within three (3) Business Days after all Events of Default have been cured or waived.


 


(r)           Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations
of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse, indemnify and compensate the applicable L/C Issuer
hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of the
Company. The Company irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or
all of the obligations of such Subsidiary in respect of such Letter of Credit. The Company hereby acknowledges that the issuance of Letters
of Credit for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial
benefits from the businesses of such Subsidiaries.


 






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(s)           Letter
of Credit Reports. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations
set forth elsewhere in this Section 2.03, provide the Administrative Agent a report, in form and substance reasonably satisfactory
to the Administrative Agent, as set forth below: (i) reasonably prior to the time that such L/C Issuer issues, amends, renews, increases
or extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the applicable
Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);
(ii) on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;
(iii) on any Business Day on which the Company fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed
to such L/C Issuer on such day, the date of such failure and the amount of such payment; (iv) 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 (A) on the last Business Day of
each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant to this Agreement, and
(C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement,
in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every
outstanding Letter of Credit issued by such L/C Issuer; and (v) on any other Business Day, such other information as the Administrative
Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer.


 


(t)            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.


 


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 (each such loan, a “Swing Line Loan”)
to the Company, in Dollars, 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; provided, that, (i) after giving effect to any Swing
Line Loan, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) after giving effect to any
Swing Line Loan, the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) after giving
effect to any Swing Line Loan, the sum of (without duplication) (A) the Revolving Credit Exposure of the Swing Line Lender, plus
(B) the Outstanding Amount of all Swing Line Loans, shall not exceed the Swing Line Lender’s Commitment, (iv) the Company
shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (v) the Swing Line Lender shall
not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent
manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05,
and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest at the rate per annum specified in Section 2.08(a)(iii).
Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s
Applicable Percentage times the amount of such Swing Line Loan.


 






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(b)           Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone or 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, appropriately completed and signed
by a Responsible Officer of the Company. Each Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as shall be acceptable to the Administrative Agent
and the Swing Line Lender in their sole discretion), 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. Promptly after receipt by the Swing Line Lender of
any 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 the Required Lenders) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing
the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of
Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Company in Same Day Funds.


 


(c)           Refinancing
of Swing Line Loans.


 


(i)           The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each Lender make a Committed Revolving Loan that is a Base Rate Loan in an amount
equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing
(which written request shall be deemed to be a 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 Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish
the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall
make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent in
Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the
account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on
the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available
shall be deemed to have made a Committed Revolving Loan that is a Base Rate Loan to the Company 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 Committed Revolving Borrowing in accordance with Section 2.04(c)(i),
the request for Committed Revolving Loans that are 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 Lenders fund its risk participation in the relevant Swing Line Loan and each
Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall
be deemed payment in respect of such participation.


 






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


 


(iv)           Each
Lender’s obligation to make Committed Revolving 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 Company or any
other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, that, each Lender’s obligation to make Committed
Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.
No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together
with interest as provided herein.


 


(d)           Repayment
of Participations.


 


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


 


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


 


(e)           Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Company for interest on the Swing Line
Loans. Until each Lender funds its Committed Revolving Loan or risk participation pursuant to this Section 2.04 to refinance
such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for
the account of the Swing Line Lender.


 






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


 


2.05        Prepayments.


 


(a)           Any
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in
whole or in part without premium or penalty; provided, that, except as otherwise agreed by the Administrative Agent in its
sole discretion, (i) such notice must be in the form of a Notice of Loan Prepayment and be received by the Administrative Agent not
later than 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) three Business Days
(or five Business Days, in the case of a Special Notice Currency) prior to any date of prepayment of Alternative Currency Loans, and (C) on
the date of prepayment of Base Rate Loans, (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal
amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; 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 Notice of Loan Prepayment shall specify the date, the currency
and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Notice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If a Notice of Loan
Prepayment is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such Notice of Loan Prepayment
shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by a Borrower
may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by such
Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment
shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any prepayment of Term SOFR Loans or
Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied
to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.


 


(b)           The
Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, except as otherwise agreed by the
Swing Line Lender in its sole discretion, (i) such notice must be in the form of a Notice of Loan Prepayment and be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment
shall be in a minimum principal amount of $100,000. Each Notice of Loan Prepayment shall specify the date and amount of such prepayment.
If a Notice of Loan Prepayment is given by the Company, the Company shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by
the Company may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked
by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.


 






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(c)           If
for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrowers shall,
within one (1) Business Day of receipt of written notice from the Administrative Agent, prepay Committed Revolving Loans and Swing
Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, the
Borrowers 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 Committed Revolving Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving
Commitments then in effect.


 


(d)           If
the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Alternative Currency Loans and L/C Obligations
denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (105%) of the Alternative Currency
Sublimit then in effect, then, within three (3) Business Days after receipt of such notice, the Company shall prepay Alternative
Currency Loans and/or Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such
date of payment to an amount not to exceed one hundred percent (100%) of the Alternative Currency Sublimit then in effect.


 


2.06           Termination
or Reduction of Aggregate Revolving Commitments. The Company may, upon notice to the Administrative Agent, terminate the Aggregate
Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided, that, except
as otherwise agreed by the Administrative Agent in its sole discretion, (a) any such notice shall be received by the Administrative
Agent not later than 11:00 a.m. five (5) Business Days prior to the date of such termination or reduction, (b) any such
partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) the Company
shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder,
the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (d) if, after giving effect to any reduction
of the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit exceeds
the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the Alternative Currency
Sublimit, as applicable, 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 Commitments. Any notice delivered by the Company pursuant
to this Section 2.06 may state that such notice is conditioned upon the effectiveness of other transactions, in which case
such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according
to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall
be paid on the effective date of such termination.


 


2.07           Repayment
of Loans.


 


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


 


(b)           The
Company shall repay each Swing Line Loan on the earlier to occur of (i) the date ten (10) Business Days after such Swing Line
Loan is made, and (ii) the Maturity Date. At any time that there shall exist a Defaulting Lender, immediately upon the request of
the Swing Line Lender, the Company shall repay the outstanding Swing Line Loans made by the Swing Line Lender in an amount sufficient
to eliminate any Fronting Exposure in respect of such Swing Line Loans.


 






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2.08           Interest.


 


(a)           Subject
to the provisions of Section 2.08(b): (i) each Term SOFR Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate for Term
SOFR Loans; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans; (iii) each Alternative Currency
Daily Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum
equal to the applicable Alternative Currency Daily Rate plus the Applicable Rate for Alternative Currency Loans; (iv) each
Alternative Currency Term Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate
per annum equal to the applicable Alternative Currency Term Rate for such Interest Period plus the Applicable Rate for Alternative
Currency Loans; and (v) 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 for Base Rate Loans.


 


(b)           (i)            If
any Event of Default has occurred and is continuing under Section 8.01(a), whether at stated maturity, by acceleration or
otherwise, such overdue 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)           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 Sections 2.03(l) and (m):


 


(a)           Commitment
Fee. The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount
by which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding Amount of Committed Revolving Loans, plus
(ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance
of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving 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 Section 4.02 is not met, and shall be due and payable quarterly
in arrears on the last Business Day of each April, July, October and January, 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.


 






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(b)           Other
Fees.


 


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


 


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


 


2.10           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 Term SOFR) and for Alternative Currency
Loans shall be made on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be,
and actual days elapsed, or, in the case of interest in respect of Alternative Currency Loans as to which market practice differs from
the foregoing, in accordance with such market practice. All other computations of fees and interest shall be made on the basis of a three
hundred sixty (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 three hundred sixty-five (365) day year or a three hundred sixty-six (366) 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 (1) 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.


 


(b)           If,
as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company
or the Administrative Agent reasonably determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any
applicable date was inaccurate, and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher interest
or fees for such period, the Borrowers shall promptly and retroactively be obligated to pay to the Administrative Agent for the account
of the applicable Lenders, the applicable L/C Issuers or the Swing Line Lender, 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 any Borrower under the Bankruptcy
Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any 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 any L/C Issuer, as
the case may be, under Section 2.03, Section 2.08(b) or under Article VIII. The Borrowers’
obligations under this paragraph shall survive the Termination Date.


 


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 in the ordinary
course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c). The accounts
or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any
conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest
error. Upon the written request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender
(through the Administrative Agent) a Note or Notes, which shall evidence such Lender’s Loans in addition to such accounts or records.
Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount, currency and maturity
of its Loans and payments with respect thereto.


 






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(b)           In
addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain
in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters
of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and
the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.


 


2.12           Payments
Generally; Administrative Agent’s Clawback.


 


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


 






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(b)          (i)          Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Borrowing of Term SOFR Loans or Alternative Currency Loans (or, in the case of any Borrowing of Base Rate Loans,
prior to 2:00 p.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 applicable
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 Borrowers severally agree to pay to the Administrative Agent forthwith on demand
such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available
to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be
made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative
Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable
to Base Rate Loans or in the case of Alternative Currencies in accordance with such market practice, in each case, as applicable. If the
Borrowers 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 Borrowers the amount of such interest paid by the Borrowers 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 Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall
have failed to make such payment to the Administrative Agent.


 


(ii)         Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that
the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuers, as the case may
be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder
as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following
applies (such payment referred to as a “Rescindable Amount”): (A) the applicable Borrower has not in fact made
such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then
owed); or (C) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the
applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable
Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the
date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.


 


A notice of the
Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this Section 2.12(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 applicable 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 Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to
make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure
of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).


 






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


 


2.13         Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of the 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 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrowers
pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence
of a Defaulting Lender or a Disqualified Institution), (B) the application of Cash Collateral provided for in Section 2.15,
or (C) 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 Company or any
Subsidiary (as to which the provisions of this Section 2.13 shall apply).


 


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


 


2.14         [Reserved].


 


2.15         Cash
Collateral.


 


(a)         Obligation
to Cash Collateralize. At any time there shall exist a Defaulting Lender, within one (1) Business Day following the written request
of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Company shall Cash Collateralize such L/C
Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.16(a)(iv) and
any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


 






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(b)         Grant
of Security Interest. Each 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 Issuers 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 applicable L/C Issuer as herein provided,
or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers 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 (determined in the case of Cash Collateral provided pursuant to Section 2.16(a)(v),
after giving effect to Section 2.16(a)(v) and any Cash Collateral provided by the Defaulting Lender). 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 Borrowers 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.


 


(c)         Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Agreement 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 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 be provided for
herein.


 


(d)         Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by
the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vii))),
or (ii) the determination by the Administrative Agent or the applicable L/C Issuer, as applicable, that there exists excess Cash
Collateral; provided, that, (A) any such release shall be without prejudice to, and any disbursement or other transfer
of Cash Collateral shall be and remain subject to the other applicable provisions of the Loan Documents, and (B) the Person providing
Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future
anticipated Fronting Exposure or other obligations.


 


2.16         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 11.01.


 






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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 11.08 shall be applied at such time or times as may
be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any
L/C Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuers’ Fronting Exposure with respect
to such Defaulting Lender in accordance with Section 2.15; fourth, as the Company may request (so long as no Default
has occurred and is continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Company, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement, and (B) Cash Collateralize the L/C Issuers’
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, to the payment of any amounts owing to the Non-Defaulting Lenders, the L/C
Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Non-Defaulting Lender,
any 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 Event of Default exists, to the payment of any amounts owing to the Borrowers as a
result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided, that, if (1) such payment is a payment of the principal amount
of any Loans or Unreimbursed Amounts in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) 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
on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such
time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance
with the Commitments hereunder without giving effect to Section 2.16(b). 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 Commitment Fee for any period during which that Lender is a Defaulting Lender (and
the Borrowers shall not be required to pay any Commitment Fee that otherwise would have been required to have been paid to that Defaulting
Lender).


 


(B)         Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only
to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 2.15.


 






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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 (B) above, the Borrowers
shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect
to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to
clause (iv) below, (2) pay to each L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender
to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the
remaining amount of any such fee.


 


(iv)         Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages
(calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause
the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject
to Section 11.21, 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 (iv) above cannot, or can only partially,
be effected, then, within one (1) Business Day following notice by the Administrative Agent, the Borrowers shall, without prejudice
to any right or remedy available to it hereunder or under applicable Law, (A) first, prepay Swing Line Loans in an amount
equal to the Swing Line Lender’s Fronting Exposure, and (B) second, Cash Collateralize the L/C Issuers’ Fronting
Exposure in accordance with the procedures set forth in Section 2.15.


 


(b)         Defaulting
Lender Cure. If the Company, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing that a Lender is
no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that
Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions
as the Administrative Agent may determine to be necessary to cause the 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 the Commitments (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 Borrowers while that Lender was a Defaulting Lender; 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.


 


(c)         New
Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required
to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan,
and (ii) no L/C Issuer shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied
that it will have no Fronting Exposure after giving effect thereto.


 






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2.17         Extension
of Maturity Date.


 


(a)         Requests
for Extension. The Company may, no more than two (2) times during the term of this Agreement, by notice to the Administrative
Agent (which notice shall be promptly delivered by the Administrative Agent to each Lender), no earlier than sixty (60) days and no later
than thirty (30) days prior to any anniversary of the Closing Date (each such anniversary date, an “Anniversary Date”),
request that each Lender extend the Maturity Date then applicable to such Lender’s Commitment (the Maturity Date then applicable
to such Lender’s Commitment being such Lender’s “Current Maturity Date”) for one (1) year.


 


(b)         Lender
Elections to Extend. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given promptly after
such Lender’s receipt of a notice of request for extension delivered by the Company pursuant to Section 2.17(a) and,
in any event, no later than fifteen (15) days prior to the applicable Anniversary Date (such date, with respect to any Anniversary Date,
the “Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender
that determines not to so extend such Lender’s Current Maturity Date being referred to herein as a “Non-Extending Lender”);
provided, that, any Lender that does not so advise the Administrative Agent on or before the Notice Date for the applicable
Anniversary Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate
any other Lender to so agree. For the avoidance of doubt, each Non-Extending Lender shall be required to maintain its original Commitment
pursuant to the terms and conditions contained herein to and including such Lender’s Current Maturity Date (without giving effect
to such extension).


 


(c)         Notification
by Administrative Agent. The Administrative Agent shall notify the Company of each Lender’s determination under Section 2.17(b) no
later than the date ten (10) days prior to the applicable Anniversary Date (or, if such date is not a Business Day, on the next preceding
Business Day).


 


(d)         Minimum
Extension Requirement. If (and only if) the aggregate amount of the Commitments of the Lenders that have agreed to so extend their
Current Maturity Dates (each, an “Extending Lender”) shall be more than fifty percent (50%) of the Aggregate Revolving
Commitments in effect immediately prior to the applicable Anniversary Date, then, subject to the satisfaction of the conditions set forth
in Section 2.17(f), effective as of the applicable Anniversary Date, the Current Maturity Date of each Extending Lender shall
be extended to the date falling one (1) year after such Lender’s Current Maturity Date (except that, if such date is not a
Business Day, such Maturity Date as so extended shall be the next preceding Business Day).


 


(e)         Replacement
of Non-Extending Lenders. Subject to the satisfaction of the minimum extension requirement in Section 2.17(d) and
the other conditions to the effectiveness of any such extension set forth in Section 2.17(f), the Company shall have the right
(but not the obligation), in its sole discretion, to, no later than the date that occurs sixty (60) days following the applicable Anniversary
Date, elect to replace any Non-Extending Lender pursuant to Section 11.13 by causing such Non-Extending Lender to assign and
delegate, without recourse, its interests, rights and obligations as a Lender to one or more existing Lenders or Eligible Assignees (provided,
that, the applicable existing Lender or Eligible Assignee agrees to the extension of the Current Maturity Date as requested by
the Company).


 






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(f)         Conditions
to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Current Maturity Date of any Lender pursuant to
this Section 2.17 shall not be effective with respect to any Extending Lender unless, on the applicable Anniversary Date,
the Borrowers shall (i) pay any fees agreed to in connection therewith, (ii) deliver to the Administrative Agent a certificate
of each Borrower dated as of the applicable Anniversary Date signed by a Responsible Officer of such Borrower (A) certifying and
attaching the resolutions adopted by such Borrower approving or consenting to such extension, and (B) in the case of the certificate
delivered by the Company, certifying that, before and after giving effect to such extension, (1) no Default exists, and (2) the
representations and warranties of the Borrowers contained in Article V or any other Loan Document shall be true and correct
in all material respects (unless already qualified by materiality or “Material Adverse Effect,” in which case they shall be
true and correct in all respects), on and as of the date of such extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless already qualified
by materiality or “Material Adverse Effect,” in which case they shall be true and correct in all respects) as of such earlier
date, and except that for purposes of this Section 2.17(f)(ii)(B)(2), the representations and warranties contained in Sections
5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and
(b), respectively, and (iii)(A) deliver to the Administrative Agent such Organization Documents and legal opinions as may
be reasonably requested by the Administrative Agent or any Lender in connection with such extension, (B) provide to the Administrative
Agent and the Lenders the documentation and other information reasonably requested by the Administrative Agent and the Lenders as required
by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations,
including the PATRIOT Act, and (C) in each case if any Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, provide to the Administrative Agent and each Lender, to the extent reasonably requested by the Administrative Agent
or such Lender, a Beneficial Ownership Certification in relation to such Borrower.


 


(g)         Conflicting
Provisions. This Section 2.17 shall supersede any provisions in Sections 2.13 or Section 11.01 to the
contrary.


 


2.18         Designated
Borrowers.


 


(a)         Designated
Borrowers. The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative
Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any wholly-owned
Subsidiary (an “Applicant Borrower”) as a Designated Borrower to receive Committed Revolving Loans hereunder by delivering
to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed Designated Borrower Request
and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the
Aggregate Revolving Commitments, (i) the Administrative Agent shall have received a duly executed Designated Borrower Request and
Assumption Agreement with respect to such Applicant Borrower, (ii) the Administrative Agent and each Lender must agree to such Applicant
Borrower becoming a Designated Borrower, (iii) the Administrative Agent shall have received, to the extent reasonably requested by
the Administrative Agent, supporting resolutions, incumbency certificates, Organization Documents and legal opinions with respect to such
Applicant Borrower, in form, content and scope reasonably satisfactory to the Administrative Agent, (iv) such Applicant Borrower
shall have delivered an executed Note to any Lender requesting a Note, (v) such Applicant Borrower shall have provided to the Administrative
Agent and each Lender documentation and other information reasonably requested by the Administrative Agent or such Lender as required
by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations,
including the PATRIOT Act, and (vi) if such Applicant Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, such Applicant Borrower shall have provided to the Administrative Agent and each Lender, to the extent reasonably
requested by the Administrative Agent or such Lender, a Beneficial Ownership Certification in relation to such Applicant Borrower (the
requirements set forth in clauses (i), (ii), (iii), (iv), (v) and (vi) being collectively
referred to herein as the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met, the
Administrative Agent shall send a Designated Borrower Notice to the Company and the Lenders specifying the effective date upon which the
Applicant Borrower shall constitute a Designated Borrower, whereupon each of the Lenders agrees to permit such Designated Borrower to
receive Committed Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated
Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided, that, no Loan Notice may be submitted
by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.


 






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(b)         Appointment.
Each Subsidiary that is or becomes a “Designated Borrower” pursuant to this Section 2.18 hereby irrevocably appoints
the Company to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (i) the Company may
execute such documents on behalf of such Designated Borrower as the Company deems appropriate in its sole discretion and each Designated
Borrower shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered
by the Administrative Agent or any Lender to the Company shall be deemed delivered to each Designated Borrower, and (iii) the Administrative
Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Company on behalf
of any Designated Borrowers.


 


(c)         Termination.
The Company may, from time to time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative
Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s
status as such; provided, that, there are no outstanding Loans payable by such Designated Borrower, or other amounts payable
by such Designated Borrower on account of any Loans made to it or otherwise as of the effective date of such termination. The Administrative
Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.


 


2.19         Designated
Lenders. Each of the Administrative Agent, each L/C Issuer, the Swing Line Lender and each Lender at its option may make any Credit
Extension or otherwise perform its obligations hereunder through any Lending Office (each, a “Designated Lender”);
provided, that, any exercise of such option shall not affect the obligation of the Borrowers to repay any Credit Extension
in accordance with the terms of this Agreement. Any Designated Lender shall be considered a Lender; provided, that, designation
of a Designated Lender is for administrative convenience only and does not expand the scope of liabilities or obligations of any Lender
or any Designated Lender beyond those of the Lender designating such Person as a Designated Lender as provided in this Agreement.


 






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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 the Borrowers 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 an applicable
Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Withholding Agent, then the Withholding
Agent 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
a Withholding 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 applicable Withholding Agent shall withhold or make such deductions as are
determined by the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection
(e) below, (B) the Withholding 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 Borrowers 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
a Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then
(A) the applicable Withholding 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) the Withholding
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 Borrowers shall be increased as necessary so that after any required withholding or the making of all required deductions
(including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an
amount equal to the sum it would have received had no such withholding or deduction been made.


 


(b)         Payment
of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Borrowers 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
Borrowers shall, and do hereby indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after written
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 (other than penalties, interest
and expenses payable by reason of the gross negligence or willful misconduct of such Recipient), 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 Borrowers by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.


 






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


 


(d)         Evidence
of Payments. Upon request by the Borrowers or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrowers
or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrowers shall deliver to
the Administrative Agent or the Administrative Agent shall deliver to the Borrowers, 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 Borrowers or the Administrative Agent, as the case may be.


 


(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 Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrowers 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 Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested
by the Borrowers or the Administrative Agent as will enable the Borrowers 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)) 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.


 






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


 


(A)         any
Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such 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 such Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following
is applicable:


 


(1)         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 or IRS Form W-8BEN-E establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with
respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E 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;


 


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


 


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


 


(4)         to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2
or Exhibit F-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 F-4
on behalf of each such direct and indirect partner;


 






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(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number
of copies as shall be reasonably 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 such Borrower or the Administrative Agent), executed copies
(or originals, as required) of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit
such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


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


 


(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 such 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 an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund
of Taxes withheld or deducted from funds paid for the account of such Lender or such 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 (including any application or carry-over
of such refund amount to reduce any cash Taxes otherwise payable to the refunding Governmental Authority) as to which it has been indemnified
by an indemnifying party or with respect to which it has been paid additional amounts pursuant to this Section 3.01, it shall
promptly pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, under this Section 3.01 with respect to the Taxes giving rise to such refund and including any interest paid
or credited by the relevant Governmental Authority with respect to such refund), net of all reasonable 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 such indemnifying party, upon the request of the Recipient, agrees to repay the amount paid over to such
indemnifying party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority in connection therewith)
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 an indemnifying party pursuant
to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would
have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed
and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed
to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential)
to the Borrowers or any other Person.


 






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(g)         Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, and the Termination Date.


 


3.02         Illegality.


 


(a)         If
any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR, Term
SOFR or any Relevant Rate, or to determine or charge interest rates based upon SOFR, Term SOFR or any Relevant Rate, then, on notice thereof
by such Lender to the Company through the Administrative Agent, (i) any obligation of such Lender to make or continue Term SOFR Loans
or Alternative Currency Loans in the affected currency or currencies or, in the case of Term SOFR Loans, to convert Base Rate Loans to
Term SOFR 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 Term SOFR 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 Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances
giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (A) the
Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay in full such Term SOFR Loans or Alternative
Currency Loans then outstanding (which prepayment shall be made (x) with respect to Term SOFR Loans or Alternative Currency Term
Rate Loans, on the last day of the relevant Interest Periods of such Loans, if such Lender may lawfully continue to maintain such Loans
to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans to such day, and (y) with respect to
Alternative Currency Daily Rate Loans, on the next Interest Payment Date for such Loans, if such Lender may lawfully continue to maintain
such Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans to such day) or, if applicable
and such Loans are Term SOFR Loans, convert such Term SOFR 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
Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans,
and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon Term SOFR, the Administrative
Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR 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 Term SOFR. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on
the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.


 






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(b)         If,
in any applicable jurisdiction, the Administrative Agent, any L/C Issuer or any Lender reasonably determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, any L/C Issuer or any Lender
to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund, hold a commitment or maintain
its participation in any Loan or Letter of Credit or (iii) issue, make, maintain, fund or charge interest or fees with respect to
any Credit Extension to any Foreign Borrower, such Person shall promptly notify the Administrative Agent, and, upon the Administrative
Agent notifying the Company, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain,
fund or charge interest or fees with respect to any such Credit Extension shall be suspended, and to the extent required by applicable
Law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other
applicable Obligations on the last day of the Interest Period for each Loan (or, in the case of an Alternative Currency Daily Rate Loan,
on the next applicable Interest Payment Date) or other Obligation occurring after the Administrative Agent has notified the Company or,
if earlier, the date specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day
of any applicable grace period permitted by applicable Law), (B) to the extent applicable to any L/C Issuer, Cash Collateralize that
portion of applicable L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash
Collateralized, and (C) take all reasonable actions requested by such Person to mitigate or avoid such illegality.


 


3.03         Inability
to Determine Rates.


 


(a)         If
in connection with any request for a Term SOFR Loan or an Alternative Currency Loan, or a request for a conversion of Base Rate Loans
to Term SOFR Loans, or a request for a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable, (i) the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A)(1) no Term SOFR Successor
Rate has been determined in accordance with Section 3.03(c) and the circumstances under Section 3.03(c)(i) or
the Term SOFR Scheduled Unavailability Date has occurred, or (2) no Successor Rate for the applicable Relevant Rate has been determined
in accordance with Section 3.03(d) and the circumstances under Section 3.03(d)(i) or the Scheduled Unavailability
Date has occurred, as applicable, (B) adequate and reasonable means do not otherwise exist for determining Term SOFR or the applicable
Relevant Rate, as applicable, for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed
Term SOFR Loan or Alternative Currency Loan, or in connection with an existing or proposed Base Rate Loan, or (C) a fundamental change
has occurred in the foreign exchange or interbank markets with respect to any Alternative Currency (including changes in national or international
financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to this clause
(i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason
Term SOFR or the applicable Relevant Rate, as applicable, for any determination date(s) or requested Interest Period, as applicable,
does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify
the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans or the applicable
Alternative Currency Loans shall be suspended (to the extent of the affected Term SOFR Loans, Alternative Currency Loans, Interest
Periods or determination date(s), as applicable), and (y) in the event of a determination described above with respect to the Term
SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case
until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (a)(ii) above,
until the Administrative Agent upon instruction of the Required Lenders) revokes such notice (which the Administrative Agent agrees promptly
to do upon determination by the Administrative Agent or the Required Lenders that the circumstances giving rise to such notice no longer
exist). Upon receipt of such notice, (1) the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation
of the applicable Loans (to the extent of the affected Term SOFR Loans, Alternative Currency Loans, Interest Periods or determination
date(s), as applicable) or, failing that, with respect to any request for a Borrowing of, conversion to, or continuation of Term SOFR
Loans, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, (2) any outstanding affected
Term SOFR Loans shall be converted to Base Rate Loans at the end of their respective applicable Interest Periods, and (3) any outstanding
affected Alternative Currency Loans shall be prepaid in full (such prepayment to occur on the next applicable Interest Payment Dates,
in the case of Alternative Currency Daily Rate Loans, or at the end of the applicable Interest Periods, in the case of Alternative Currency
Term Rate Loans).


 






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(b)         Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in Section 3.03(a)(i), the Administrative
Agent, in consultation with the Company and 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 (i) the Administrative Agent revokes
the notice delivered with respect to the Impacted Loans under Section 3.03(a)(i), (ii) the Administrative Agent or the
Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect
the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that
any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund
Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon
such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and
provides the Administrative Agent and the Company written notice thereof.


 


(c)         Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall
be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required
Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable
means do not exist for ascertaining one month, three month, and six month interest periods of Term SOFR, including because the Term SOFR
Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) CME or
any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement
identifying a specific date after which one month, three month, and six month interest periods of Term SOFR or the Term SOFR Screen Rate
shall no longer be made available, or permitted to be used for determining the interest rate of syndicated loans, or shall or will otherwise
cease; provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative
Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three
month, and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the
 “Term SOFR Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such
date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant Interest
Payment Date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Term
SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other Loan Document with Daily Simple SOFR plus
the applicable SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each
case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (any such
successor rate established pursuant to this Section 3.03(c), a “Term SOFR Successor Rate”). If the Term
SOFR Successor Rate is Daily Simple SOFR plus the applicable SOFR Adjustment, all interest payments will be payable on a monthly
basis.


 






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Notwithstanding
anything to the contrary herein, (A) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to
the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in clause (i) above or clause
(ii) above have occurred with respect to the Term SOFR Successor Rate then in effect, then, in each case, the Administrative
Agent and the Company may amend this Agreement solely for the purpose of replacing Term SOFR or any then-current Term SOFR Successor Rate
in accordance with this Section 3.03(c) at the end of any Interest Period, relevant Interest Payment Date or payment
period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then-existing
convention for similar credit facilities syndicated and agented in the United States for such alternative benchmark and, in each case,
including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then-existing convention
for similar credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating
such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable
discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Term
SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after
the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders
comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.


 


The Administrative
Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Term SOFR Successor Rate.
Any Term SOFR Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the extent
such market practice is not administratively feasible for the Administrative Agent, such Term SOFR Successor Rate shall be applied in
a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Term
SOFR Successor Rate as so determined would otherwise be less than zero, such Term SOFR Successor Rate will be deemed to be zero for the
purposes of this Agreement and the other Loan Documents.


 


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


 


For purposes of
this Section 3.03(c), those Lenders that either have not made, or do not have an obligation under this Agreement to make,
Term SOFR Loans (or Loans accruing interest by reference to a Term SOFR Successor Rate, as applicable) shall be excluded from any determination
of Required Lenders.


 






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(d)            Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall
be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required
Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable
means do not exist for ascertaining the Relevant Rate for an Alternative Currency because none of the tenors of such Relevant Rate (including
any forward-looking term rate thereof) is available or published on a current basis and such circumstances are unlikely to be temporary;
or (ii) the Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate
for an Alternative Currency (including any forward-looking term rate thereof) shall or will no longer be representative or made available,
or used for determining the interest rate of loans denominated in such Alternative Currency, or shall or will otherwise cease; provided,
that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative
Agent that will continue to provide such representative tenor(s) of the Relevant Rate for such Alternative Currency (the latest date
on which all tenors of the Relevant Rate for such Alternative Currency (including any forward-looking term rate thereof) are no longer
representative or available permanently or indefinitely, the “Scheduled Unavailability Date” for such Relevant Rate);
or (iii) syndicated loans currently being executed and agented in the United States are being executed or amended (as applicable)
to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate for an Alternative Currency; or if the events or circumstances
of the type described in clause (i) above, clause (ii) above or clause (iii) above have occurred with
respect to a Successor Rate then in effect, then the Administrative Agent and the Company may amend this Agreement solely for the purpose
of replacing the Relevant Rate for an Alternative Currency or any then-current Successor Rate for an Alternative Currency in accordance
with this Section 3.03(d) with an alternative benchmark rate giving due consideration to any evolving or then-existing
convention for similar credit facilities syndicated and agented in the United States and denominated in such Alternative Currency for
such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration
to any evolving or then-existing convention for similar credit facilities syndicated and agented in the United States and denominated
in such Alternative Currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an
information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated
(and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Successor Rate”), and
any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent
shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders
have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.


 


The Administrative
Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Successor Rate. Any Successor
Rate shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is
not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined
by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise
be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.


 






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


 


For purposes of
this Section 3.03(d), those Lenders that either have not made, or do not have an obligation under this Agreement to make,
Loans denominated in the applicable Alternative Currency shall be excluded from any determination of Required Lenders for purposes of
the establishment of a Successor Rate with respect to Alternative Currency.


 


3.04         Increased
Costs.


 


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


 


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


 


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


 


(iii)          impose
on any Lender or any L/C Issuer or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or any Term SOFR Loans or Alternative Currency 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 (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter
of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received
or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender or such L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer,
as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.


 


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


 






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(c)            Mandatory
Costs. If any Lender or any L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from time to time the Company
will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such Mandatory Costs.
Such amount shall be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.


 


(d)            Certificates
for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender
or such L/C Issuer or its holding company, as the case may be, as specified in Section 3.04(a), Section 3.04(b) or
Section 3.04(c), setting forth in reasonable detail the manner in which such amount or amounts was determined and delivered
to the Company shall be conclusive absent manifest error. The Company shall pay (or cause the applicable Designated Borrower to pay) such
Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt
thereof.


 


(e)            Delay
in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions
of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation;
provided, that, the Borrowers shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more than one hundred and eighty (180) days prior to the
date that such Lender or such L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred and eighty (180)-day period referred
to above shall be extended to include the period of retroactive effect thereof).


 


(f)            Requests
for Compensation. Any request by a Lender for compensation pursuant to the foregoing provisions of this Section 3.04 shall
be made in accordance with such Lender’s policies as applied generally to other similarly situated borrowers of similar creditworthiness
with respect to their similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions
similar to the provisions of this Section 3.04 (it being acknowledged and agreed that nothing in this section shall require
the Administrative Agent or any Lender to disclose any information related to similarly situated customers, comparable provisions of similar
agreements or otherwise that the Administrative Agent or such Lender (as applicable), in its sole discretion, deems proprietary, privileged
or confidential, and the Administrative Agent’s or applicable Lender’s failure to provide such information shall not preclude
it from asserting that such other customer is similarly situated under a similar agreement to the applicable Borrower).


 


3.05         Compensation
for Losses. Within ten (10) days of written demand by any Lender (with a copy to the Administrative Agent) from time to time,
the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender
harmless from any loss, cost or expense (other than loss of profit) incurred by it as a result of:


 


(a)            any
conversion, payment or prepayment of any Committed Revolving Loan (other than a Base Rate Loan) on a day other than the last day of the
Interest Period, relevant interest payment date or payment period, as applicable, for such Loan (whether voluntary, mandatory, automatic,
by reason of acceleration, or otherwise);


 






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


 


(c)            any
assignment of a Term SOFR Loan or an Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period therefor
as a result of a request by any Borrower pursuant to Section 11.13; or


 


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


 


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


 


3.06        Mitigation
Obligations; Replacement of Lenders.


 


(a)            Designation
of a Different Lending Office. Each Lender may make any Credit Extension to any Borrower through any Lending Office; provided,
that, the exercise of this option shall not affect the obligation of the Borrowers to repay the Credit Extension in accordance
with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrowers are required to
pay any Indemnified Taxes or additional amounts to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender
or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at
the request of the Company such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending
Office for funding or booking its Credit Extensions 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 such L/C Issuer, as applicable, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or Section 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 such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender or such L/C Issuer, as the case may be. The Company hereby agrees to pay (or cause the applicable Designated Borrower to pay)
all reasonable and documented costs and expenses incurred by any Lender or any 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 gives a notice pursuant to Section 3.02,
or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, and, in each case, such Lender has declined or is unable to designate a different
lending office in accordance with Section 3.06(a), the Company may replace such Lender in accordance with Section 11.13.


 


3.07        Survival.
All of the Borrowers’ obligations under this Article III shall survive the Termination Date and any resignation of the
Administrative Agent.


 






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ARTICLE IV


 


CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS


 


4.01         Conditions
Precedent to Effectiveness and the Initial Credit Extensions. The effectiveness of this Agreement and the obligation of each 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, telecopies or .pdf copies unless otherwise specified,
each properly executed by a Responsible Officer of the Company (where applicable), each (to the extent applicable) dated the Closing Date
(or, in the case of certificates of governmental officials, a recent date before the Closing Date):


 


(i)            executed
counterparts of this Agreement from the Company, the Administrative Agent, each Lender, each L/C Issuer and the Swing Line Lender;


 


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


 


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


 


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


 


(v)           a
customary legal opinion or opinions from counsel to the Company, addressed to the Administrative Agent, each Lender and each L/C Issuer
party to this Agreement as of the Closing Date; and


 


(vi)          a
certificate signed by the chief executive officer, chief financial officer (or principal financial officer with similar responsibilities),
treasurer or controller that is a Responsible Officer of the Company certifying (A) that the conditions specified in Sections
4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since January 31,
2022 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) as
to the Solvency of the Company and its Subsidiaries on a consolidated basis.


 


(b)            The
Company shall have (or concurrently with the Closing Date will have) (i) repaid all accrued and unpaid interest on the outstanding
revolving loans under the Existing Credit Agreement through the Closing Date, (ii) paid all accrued fees owing to any lender under
the Existing Credit Agreement through the Closing Date, (iii) repaid in full the outstanding principal amount of all loans under
the Existing Credit Agreement, and (iv) terminated the aggregate revolving commitments under the Existing Credit Agreement; provided,
that, for the avoidance of doubt, the existing term loan facility in the original aggregate principal amount of $750,000,000 established
pursuant to the Existing Credit Agreement may remain in place after the Closing Date.


 






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(c)            The
Company shall have provided to the Administrative Agent and the Lenders the documentation and other information reasonably requested by
the Administrative Agent and the Lenders as required by United States regulatory authorities under applicable “know your customer”
and anti-money-laundering rules and regulations, including the PATRIOT Act.


 


(d)            If
the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, receipt by the Administrative
Agent and each Lender, to the extent requested by the Administrative Agent or such Lender, of a Beneficial Ownership Certification in
relation to the Company.


 


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


 


(f)            Unless
waived by the Administrative Agent, the Company shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements
of Moore & Van Allen PLLC (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to
the Closing Date, plus such additional amounts of reasonable out-of-pocket fees, charges and disbursements of Moore &
Van Allen PLLC as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through
the closing proceedings to the extent such estimate is received prior to the Closing Date (provided, that, such estimate
shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent).


 


Without limiting the generality of the provisions
of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received written 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 only
requesting (x) a conversion of Term SOFR Loans to Base Rate Loans or a conversion of Base Rate Loans to Term SOFR Loans, or (y) a
continuation of Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent:


 


(a)            The
representations and warranties of the Borrowers contained in Article V or any other Loan Document shall be true and correct,
in all material respects (unless already qualified by materiality or “Material Adverse Effect” in which case, they shall be
true and correct in all respects), on and as of the date of such Credit Extension, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct, in all material respects (unless already
qualified by materiality or “Material Adverse Effect”, in which case, they shall be true and correct in all respects), as
of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections
5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and
(b), respectively; provided, that, solely in connection with any Credit Extension made after the Closing Date, this
Section 4.02(a) shall not require the representations and warranties set forth in Section 5.05(c) or
Section 5.06 to be true and correct in all material respects (or in all respects if already qualified by materiality or “Material
Adverse Effect”) in connection with such Credit Extension.


 


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


 






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


 


(d)            If
the applicable Borrower is a Designated Borrower, (i) the Designated Borrower Requirements have been met, and (ii) at least
five (5) Business Days have passed since the Designated Borrower Notice with respect to such Designated Borrower was delivered to
the Company and the Lenders.


 


(e)            In
the case of a Credit Extension to be denominated in an Alternative Currency, such currency is an Eligible Currency.


 


(f)            There
shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed
financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds
of the realization of any such rights.


 


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


 


ARTICLE V


 


REPRESENTATIONS
AND WARRANTIES


 


Each Borrower represents and
warrants to the Administrative Agent, each L/C Issuer and the Lenders that:


 


5.01         Existence,
Qualification and Power. Such Borrower (a) is duly organized or formed, validly existing and, as applicable, in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own
or lease its assets and carry on its business as currently conducted, 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 clause (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 such Borrower of each Loan Document to which such Borrower 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 such Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation
of any Lien under, or require any payment to be made under (i) any material Contractual Obligation (other than the Loan Documents)
binding upon such Borrower or its properties or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Borrower or its property is subject, in either case under this clause (b), to the
extent such conflict could reasonably be expected to have a Material Adverse Effect; or (c) violate any applicable Law in a manner
which could be reasonably expected to have a Material Adverse Effect.


 






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5.03        Governmental
Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental
Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Borrower
of this Agreement or any other Loan Document, other than (a) such as have been obtained or made and are in full force and effect,
or (b) those the failure to obtain or make which, individually or in the aggregate, could not reasonably be expected to result in
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 such Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding
obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws and by equitable principles of general application.


 


5.05         Financial
Statements; No Material Adverse Effect.


 


(a)            The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, and (ii) fairly present, in all material respects, the consolidated financial condition
of the Company 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.


 


(b)            The
unaudited consolidated balance sheet of the Company and its Subsidiaries for the fiscal quarter of the Company ending October 31,
2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter
ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein, and (ii) fairly present, in all material respects, the consolidated financial condition of the
Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case
of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.


 


(c)            Since
January 31, 2022, there has been no event or circumstance, either individually or in the aggregate, that has had or would have a
Material Adverse Effect.


 


5.06         Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Borrower, threatened in writing, at law,
in equity, in arbitration or before any Governmental Authority, by or against the Company or any Subsidiary or against any of their respective
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) 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. The Company and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary to the ordinary conduct of its business, except for (a) such defects in title that do not materially
interfere with the Company’s or such Subsidiary’s ability to conduct its business as currently conducted, or (b) where
the failure to have such title or interests could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 






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5.09        Environmental
Compliance. There are no claims pending, or to any Borrower’s knowledge, threatened, alleging potential liability or responsibility
for violation of any Environmental Law on the Company’s or such Subsidiary’s businesses, operations and properties, in each
case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


  


5.10        Insurance.
The properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates
of the Company, in such amounts (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 Company and its Subsidiaries operate.


 


5.11        Taxes.
The Company and its Subsidiaries have filed all Federal, state and other tax returns and reports required to be filed with an applicable
Governmental Authority, and have paid all Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed
upon them or their properties, income or assets that are due and payable, except (a) 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, or (b) to
the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. There is no tax assessment proposed in writing (and received by any Borrower) against the Company or any Subsidiary that would,
if made, have a Material Adverse Effect. None of the Borrowers are party to any tax sharing agreement.


 


5.12        ERISA
Compliance.


 


(a)            To
the knowledge of each Borrower, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code
and other Federal or state Laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code
has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of
the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of
the Code, or an application for such a letter is currently being processed by the IRS, or such Pension Plan is a prototype or volume submitter
plan that is the subject of an opinion or advisory letter from the IRS. To the knowledge of each Borrower, nothing has occurred that would
reasonably be expected to prevent or cause the loss of such tax-qualified status.


 


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


 


(c)            (i) No
ERISA Event has occurred; (ii) each 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) neither any 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; (iv) neither any Borrower nor any
ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) 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 could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, in
each case under this clause (c), that would result in liability to any Borrower, that individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


 






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5.13         Margin
Regulations; Investment Company Act.


 


(a)            Such
Borrower is not engaged 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 such Borrower only or of the Company and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01
or subject to any restriction contained in any agreement or instrument between such 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)            No
Borrower is an “investment company”, or a company “controlled” by an “investment company”, within
the meaning of the Investment Company Act of 1940.


 


5.14         Disclosure.


 


(a)            No
written report, financial statement, certificate or other written information, other than projected financial information, other forward-looking
information and information of a general economic or industry-specific nature, furnished by or on behalf of any Borrower to the Administrative
Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), in each case as of the
date furnished, when taken as a whole, contains any material misstatement of a material fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided,
that, with respect to projected financial information and other forward-looking information, such Borrower represents only that
such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time furnished (it being understood
that such information is subject to significant contingencies, and no assurance can be given that the projections will be realized and
that actual results may differ from projected results and that such differences may be material).


 


(b)            As
of the Closing Date, to the knowledge of the Company, the information included in any Beneficial Ownership Certification delivered to
the Administrative Agent or any Lender, if applicable, is true and correct in all respects.


 


5.15         Compliance
with Laws. The Company and each Subsidiary is in compliance 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, would not reasonably be expected to have a Material Adverse Effect.


 


5.16         Intellectual
Property; Licenses, Etc. The Company and its Subsidiaries own, possess or can acquire on reasonable terms the right to use, all
of the trademarks, service marks, trade names, copyrights, patents and other intellectual property rights that are reasonably necessary
for the operation of their businesses, without conflict with the rights of any other Person to the knowledge of any Borrower, except for
any such failure to own or possess or conflict that would not reasonably be expected to have a Material Adverse Effect.


 






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5.17         Solvency.
Each Borrower individually is, and the Company and its Subsidiaries on a consolidated basis are, Solvent.


 


5.18         OFAC
Representation. Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of any Borrower, any director, officer,
employee, or controlled affiliate thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or
entities that is, (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated
Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list administered or enforced by the United
Nations Security Council, the European Union, or any European Union member state, or (c) located, organized or resident in a Designated
Jurisdiction. The Company and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable
Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.


 


5.19         Anti-Corruption
Laws. The Company and its Subsidiaries have conducted their businesses in material compliance with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act of 2010 and other applicable anti-corruption laws and have instituted and maintained policies
and procedures that it believes are reasonably designed to promote and achieve compliance with such laws, in all material respects.


 


5.20         Affected
Financial Institutions. No Borrower is an Affected Financial Institution.


 


5.21         Covered
Entities. No Borrower is a Covered Entity.


 


5.22         Representations
as to Foreign Borrowers.


 


(a)            Each
Foreign Borrower is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents
to which it is a party (collectively as to such Foreign Borrower, the “Applicable Foreign Borrower Documents”), and
the execution, delivery and performance by such Foreign Borrower of the Applicable Foreign Borrower Documents of such Foreign Borrower
constitute and will constitute private and commercial acts and not public or governmental acts. No Foreign Borrower, nor any of its property,
has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) under the Laws of the jurisdiction in which such Foreign Borrower is organized
and existing in respect of its obligations under the Applicable Foreign Borrower Documents of such Foreign Borrower.


 


(b)            The
Applicable Foreign Borrower Documents of each Foreign Borrower are in proper legal form under the Laws of the jurisdiction in which such
Foreign Borrower is organized and existing for the enforcement thereof against such Foreign Borrower under the Laws of such jurisdiction,
and to ensure the legality, validity, enforceability or admissibility in evidence of the Applicable Foreign Borrower Documents of such
Foreign Borrower. It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Applicable
Foreign Borrower Documents of such Foreign Borrower that the Applicable Foreign Borrower Documents of such Foreign Borrower be filed,
registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Borrower
is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Borrower
Documents of such Foreign Borrower or any other document, except for (i) any such filing, registration, recording, execution or notarization
as has been made or is not required to be made until the Applicable Foreign Borrower Document of such Foreign Borrower or any other document
is sought to be enforced and (ii) any charge or tax as has been timely paid.


 






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(c)            There
is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental
Authority in or of the jurisdiction in which any Foreign Borrower is organized and existing either (i) on or by virtue of the execution
or delivery of the Applicable Foreign Borrower Documents of such Foreign Borrower or (ii) on any payment to be made by such Foreign
Borrower pursuant to the Applicable Foreign Borrower Documents of such Foreign Borrower, except as has been disclosed to the Administrative
Agent. It is not required under the Laws of the jurisdiction in which any Foreign Borrower is incorporated or resident to make any deduction
for or on account of Tax from any payment it may make under any Loan Documents.


 


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


 


(e)            The
choice of the law of the State of New York as the governing law of the Loan Documents will be recognized and enforced in each Foreign
Borrower’s jurisdiction of organization and any judgment obtained in New York in relation to a Loan Document will be recognized
and enforced in such Foreign Borrower’s jurisdiction of organization.


 


(f)            Under
the Laws of the jurisdiction in which each Foreign Borrower is organized it is not necessary that the Loan Documents be filed, recorded
or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation
to the Loan Documents or the transactions contemplated by the Loan Documents.


 


ARTICLE VI


 


AFFIRMATIVE
COVENANTS


 


From the Closing Date and
until the Termination Date:


 


6.01         Financial
Statements. The Company shall deliver to the Administrative Agent, for distribution to each Lender:


 


(a)            as
soon as available (but in any event no earlier than the date such items are filed with the SEC), but in any event within ninety (90) days
after the end of each fiscal year of the Company (and commencing with and including the financial statements related to the fiscal year
of the Company ending January 31, 2023), a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal
year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing,
which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any qualification
solely as a result of an impending debt maturity occurring within 12 months of the date of such report and opinion); and


 






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(b)            as
soon as available (but in any event no earlier than the date such items are filed with the SEC), but in any event within forty-five (45)
days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company (and commencing with and including
the financial statements related to the fiscal quarter of the Company ending April 30, 2022), a consolidated balance sheet of the
Company 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 Company’s fiscal year then ended, and the related consolidated statements of changes in
shareholders’ equity, and cash flows for the portion of the Company’s fiscal year then ended, in each case setting forth in
comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion
of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer (or principal
financial officer with similar responsibilities), treasurer or controller that is a Responsible Officer of the Company as fairly presenting
in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Company and
its Subsidiaries in accordance with GAAP, subject 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(c), the Company shall not be separately required to furnish such information
under Section 6.01(a) or Section 6.01(b), but the foregoing shall not be in derogation of the obligation
of the Company to furnish the information and materials described in Sections 6.01(a) and (b) at the times specified
therein.


 


6.02         Certificates;
Other Information. The Company shall deliver to the Administrative Agent, for distribution to each Lender:


 


(a)            concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance
Certificate signed by the chief executive officer, chief financial officer (or principal financial officer with similar responsibilities),
treasurer or controller that is a Responsible Officer of the Company, which shall include a certification of compliance with the covenant
set forth in Section 7.07;


 


(b)            promptly
after any reasonable request by the Administrative Agent, copies of any detailed audit reports or management letters by independent accountants
in connection with the accounts or books of any Borrower, 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 generally
to the stockholders of any Borrower, acting in such capacity, and copies of all annual, regular, periodic and special reports and registration
statements which such 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 (including all form 10-K and 10-Q
reports but excluding any Form S-8 or similar form);


 


(d)            at
least five (5) Business Days prior to such change, notice of any change to any Borrower’s legal name;


 


(e)            promptly
following any reasonable written request, information and documentation reasonably requested by the Administrative Agent or any Lender
for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including
the PATRIOT Act and the Beneficial Ownership Regulation; and


 






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(f)            promptly,
such additional information regarding (i) the business, financial or corporate affairs of any Borrower, including as may be necessary
for a Lender to ensure compliance with applicable Law, or (ii) compliance with the terms of the Loan Documents, in each case, as
the Administrative Agent or any Lender acting through the Administrative Agent may from time to time reasonably request.


 


Documents required to be delivered
pursuant to Section 6.01 or Section 6.02 may be delivered electronically and if so delivered, shall be deemed
to have been delivered on the date: (i) on which the Company posts such documents, or provides a link thereto on the Company’s
website on the Internet at the website address listed on Schedule 11.02 (provided, that, the Company shall notify
the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent
by electronic mail electronic versions (i.e., soft copies) of such documents); (ii) on which such documents are posted on the Company’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are faxed to the Administrative
Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to
be delivered pursuant to Section 6.01(a), Section 6.01(b) or Section 6.02(c), on which such items
have been made available on the SEC website. 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 Company with
any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of
such documents.


 


Each Borrower hereby acknowledges
that (A) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the
L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on Syndtrak, IntraLinks, ClearPar or another similar electronic system (the “Platform”),
and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may
be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees:
(1) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by
marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers,
the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to
the Borrowers or their respective securities for purposes of United States Federal securities laws (provided, that, to the
extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (3) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform that is designated
 “Public Investor Side Information”; and (4) the Administrative Agent and the 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 that is not
designated “Public Investor Side Information.”


 


6.03         Notices.
The Company shall promptly, but in any event within five (5) Business Days after any Responsible Officer of any Borrower has obtained
knowledge thereof, notify the Administrative Agent (for further distribution to each Lender) of:


 


(a)            the
occurrence of any Default;


 






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(b)            the
commencement of, or any material development in, any litigation or proceeding affecting the Company or any of its Subsidiaries, in each
case that has resulted or could reasonably be expected to result in a Material Adverse Effect; and


 


(c)            the
occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect.


 


Each notice pursuant to this
Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting forth in reasonable detail
the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto.


 


6.04         Payment
of Taxes. The Company shall, and shall cause each Subsidiary to, pay and discharge within thirty (30) days of the date the same
shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties, unless
(a) the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance
with (and to the extent required by) GAAP are being maintained by the Company or such Subsidiary in connection therewith, or (b) the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


6.05         Preservation
of Existence, Etc.


 


(a)            The
Company shall, and shall cause each Subsidiary to, preserve, renew and maintain in full force and effect its (i) legal existence
(except in a transaction permitted by Section 7.03) and (ii) good standing under the Laws of the jurisdiction of its
organization, except (other than with respect to any Borrower), to the extent that failure to do so could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)            The
Company shall, and shall cause each Subsidiary to: (i) take all reasonable action to maintain all rights, privileges, permits, licenses
and franchises necessary 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 (ii) preserve or renew all of its registered patents, trademarks, trade names and service
marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.


 


6.06         Maintenance
of Properties. The Company shall, and shall cause each Subsidiary to, maintain, preserve and protect all of its properties and
equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty and condemnation
excepted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


6.07         Maintenance
of Insurance. The Company shall, and shall cause each Subsidiary to, maintain with financially sound and reputable insurance companies
not Affiliates of the Company, 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         Compliance
with Laws. The Company shall, and shall cause each Subsidiary to, comply with the requirements of all Laws, including Environmental
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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6.09         Books
and Records. The Company shall, and shall cause each Subsidiary to, maintain books of record and account in material conformity
with GAAP and in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over
the Company or such Subsidiary.


 


6.10         Inspection
Rights. The Company shall, and shall cause each Subsidiary to, permit representatives and agents of the Administrative Agent to
visit and inspect any of its properties, 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 Responsible Officers, and independent public accountants (provided,
that, the Company may, if it so chooses, be present at or participate in any such discussion), at reasonable times during normal
business hours, upon reasonable advance written notice to the Company; provided, that, such visits shall be at the expense
of the Administrative Agent and the Lenders and shall, unless an Event of Default has occurred and is continuing at such time, be limited
to no more than once in any calendar year; provided, further, that, notwithstanding anything to the contrary herein,
the Company shall not be required to disclose, permit the inspection, examination or making of copies of or abstracts from, or discuss
any document, information, or other matter: (a) that constitutes non-financial trade secrets or non-financial proprietary information;
or (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors)
(i) is prohibited by applicable Law, (ii) would violate any attorney-client privilege, or (iii) would violate any obligation
of confidentiality binding on the Company (to the extent not created in contemplation of the Company’s obligations under this Section 6.10);
provided, that, the Company shall notify the Administrative Agent that certain privileged or confidential information is
not being provided.


 


6.11         Use
of Proceeds. The Company shall, and shall cause each Subsidiary to, use the proceeds of the Credit Extensions for working capital
and other lawful corporate purposes (including to finance Acquisitions) not in contravention of any applicable Law or of any Loan Document.


 


6.12         Sanctions
and Anti-Corruption Laws. The Company shall, and shall cause each Subsidiary to, conduct its businesses in material compliance
with applicable Sanctions and the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption
legislation in other jurisdictions, and maintain policies and procedures that it reasonably believes are designed to promote and achieve
compliance with such Laws and Sanctions.


 


ARTICLE VII


 


NEGATIVE
COVENANTS


 


From the Closing Date and
until the Termination Date:


 


7.01         Liens.
The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)            Liens
existing on the Closing Date and listed on Schedule 7.01, and any modifications, replacements, renewals or extensions thereof;
provided, that, the amount of Indebtedness or other obligations secured by such Liens is not increased at the time of such
modification, replacement, 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 with any such modification, replacement, renewal or extension of the underlying Indebtedness
or by an amount equal to any existing commitments unutilized under the underlying Indebtedness;


 






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(b)            Liens
(other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (i) that are not overdue for a period
of more than thirty (30) days, or (ii) 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;


 


(c)            statutory
and ordinary course contractual Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other
Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided,
that, such Liens secure only amounts not overdue for a period of more than thirty (30) days or, if due and payable, are (i) unfiled
and no other action has been taken to enforce the same, or (ii) are being contested in good faith by appropriate proceedings for
which adequate reserves determined in accordance with GAAP have been established;


 


(d)            (i) Liens
incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security
legislation, other than (A) any Lien imposed by ERISA, and (B) Liens in the ordinary course of business securing liability for
reimbursement of indemnification obligations of insurance carriers providing property, casualty or liability insurance to the Company,
and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar
instruments posted with respect to the items described in clause (d)(i) above;


 


(e)            (i) pledges
or deposits to secure the performance of bids, trade contracts, government contracts, performance bonds and leases (other than Indebtedness),
statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business, and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds,
performance bonds or similar instruments posted with respect to the items described in clause (e)(i) above;


 


(f)            easements,
rights of way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges
or encumbrances affecting, and minor title deficiencies on or with respect to, real property which, in the aggregate, 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 Company and its Subsidiaries;


 


(g)            Liens
securing judgments (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);


 


(h)            leases,
subleases, licenses or sublicenses granted to others (and pledges or deposits securing such obligations) not interfering in any material
respect with the business of the Company and its Subsidiaries;


 


(i)             (i) any
interest of title of a lessor under operating leases permitted by this Agreement, and (ii) purported Liens evidenced by the filing
of Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating
to operating leases permitted by this Agreement or consignment or bailee arrangements entered into in the ordinary course of business;


 






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(j)             normal
and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions and banker’s liens, rights
of setoff upon deposits of cash or other financial assets or similar rights and remedies (i) in favor of banks or other depository
institutions not granted in connection with the issuance of Indebtedness, or (ii) in connection with commodity trading or other brokerage
accounts incurred in the ordinary course of business;


 


(k)            Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;


 


(l)             (i) Liens
of sellers of goods to the Company and its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions
of applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such
goods and related expenses, and (ii) Liens arising out of conditional sale, title retention, consignment or similar arrangements
for the sale of any assets or property in the ordinary course of business;


 


(m)            Liens
securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar
agreements entered into in the ordinary course of business of the Company and its Subsidiaries;


 


(n)            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;


 


(o)            Liens
with respect to any Cash Collateral provided by any Borrower pursuant to any Loan Document;


 


(p)            any
Lien existing on property (and the proceeds thereof) existing at the time of its acquisition; provided, that, such Lien
was not created in contemplation of such acquisition;


 


(q)            Liens
solely on cash earnest money deposits made by any Borrower in connection with any letter of intent or purchase agreement;


 


(r)             rights
of first refusal, put, call and similar rights arising in connection with repurchase agreements;


 


(s)            Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(t)             Liens
securing obligations under any Swap Contract not entered into for speculative purposes;


 


(u)            Liens
on cash or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;


 


(v)            Liens
consisting of any condemnation or eminent domain proceeding or compulsory purchase order affecting real property;


 


(w)           Liens
on cash collateral to secure obligations of the Borrowers, so long as the aggregate amount of such cash collateral does not exceed $50,000,000
at any time;


 






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(x)            Liens
on cash and securities (and deposit and securities accounts) securing reimbursement obligations in respect of letters of credit and banker’s
acceptances issued for the account of the Company or any of its Subsidiaries in the ordinary course of business;


 


(y)            Liens
on assets to be sold by the Company or any Subsidiary pursuant to an agreement entered into for the disposition of such assets, pending
the closing of such disposition; provided, that, in no case shall any such Liens secure (either directly or indirectly)
the repayment of any Indebtedness;


 


(z)            Liens
securing Indebtedness permitted by Section 7.02(k); provided, that, (i) such Liens do not at any time encumber
any property other than property financed by such Indebtedness (together with any accessions thereto and proceeds thereof), and (ii) such
Liens attach to such property concurrently with or within one hundred eighty (180) days after the acquisition thereof; and


 


(aa)          Liens
securing Priority Indebtedness permitted by Section 7.02(m).


 


7.02         Indebtedness.
The Company shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist
any Indebtedness, except:


 


(a)            Indebtedness
under the Loan Documents;


 


(b)            Indebtedness
existing on the Closing Date as set forth on Schedule 7.02 (and any Permitted Refinancing thereof);


 


(c)            obligations
(contingent or otherwise) existing or arising under any Swap Contract; provided, that, such obligations are (or were) entered
into by such Person in the ordinary course of business and not for purposes of speculation or taking a “market view;”


 


(d)            Indebtedness
owed to the Company or any Subsidiary;


 


(e)            (i) Indebtedness
of a Person that becomes a Subsidiary after the Closing Date; provided, that, such Indebtedness exists at the time such
Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; and (ii) any
Permitted Refinancing of any Indebtedness specified in Section 7.02(e)(i);


 


(f)             Indebtedness
(i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal,
performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business, and (ii) in respect
of any letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing items;


 


(g)            obligations
incurred in respect of cash management services, netting services, overdraft protection and similar arrangements, in each case in the
ordinary course of business;


 


(h)            Indebtedness
consisting of the financing of insurance premiums;


 


(i)             Indebtedness
(including obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments with respect
to such Indebtedness) incurred in respect of workers compensation claims, unemployment insurance (including premiums related thereto),
other types of social security, pension obligations, vacation pay, health, disability or other employee benefits;


 






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(j)             Indebtedness
representing deferred compensation to directors, officers, employees, members of management, managers, and consultants of such Subsidiary
in the ordinary course of business;


 


(k)            Indebtedness
in respect of Capitalized Finance Leases, Synthetic Lease Obligations and purchase money obligations or other obligations, incurred to
finance the purchase, development or improvement of fixed or capital assets, and renewals, replacements, refinancings and extensions thereof;
provided, that, such Indebtedness when incurred shall not exceed the purchase price or development or improvement cost of
the asset(s) financed and the reasonable, related fees, premium, and expenses and financing costs;


 


(l)             other
unsecured Indebtedness of the Company; and


 


(m)           Priority
Indebtedness; provided, that, the aggregate outstanding principal amount of such Priority Indebtedness shall not at any
time exceed the greater of (i) $700,000,000, and (ii) an amount equal to ten percent (10%) of Consolidated Total Assets at such
time (determined as of the end of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant
to Section 6.01(a) or Section 6.01(b) or, in the case of any such determination to be made prior to
the delivery of financial statements for the fiscal quarter of the Company ended April 30, 2022, determined with reference to the
Audited Financial Statements).


 


7.03         Fundamental
Changes. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, 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 the
assets (whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to or in favor of any Person,
except that, so long as no Default exists or would result therefrom: (a) any Subsidiary (other than any Designated Borrower) may
merge or consolidate with and into the Company, so long as the Company shall be the continuing or surviving Person of such merger or consolidation;
(b) any Subsidiary (other than any Designated Borrower) may merge or consolidate with or into any other Subsidiary (other than any
Designated Borrower), so long as a Subsidiary is the continuing or surviving Person of such merger or consolidation; (c) any Subsidiary
(other than any Designated Borrower) may merge or consolidate with or into any other Person; provided, that, (i) if
such merger or consolidation involves the Company, the Company shall be the continuing or surviving Person, and (ii) such merger
or consolidation does not result in the Disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken
as a whole; and (d) any Subsidiary (other than any Designated Borrower) may dissolve or liquidate; provided, that,
(i) such dissolution or liquidation does not result in the Disposition of all or substantially all of the assets of the Company and
its Subsidiaries, taken as a whole, and (ii) such dissolution or liquidation could not reasonably be expected to have a Material
Adverse Effect.


 


7.04         Change
in Nature of Business. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, engage in any material
line of business substantially different from those lines of business conducted by the Company and its Subsidiaries on the Closing Date
or any business reasonably related, ancillary, complementary or incidental thereto.


 






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7.05         Transactions
with Affiliates. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, enter into any transaction
of any kind with any Affiliate of the Company, whether or not in the ordinary course of business, other than (a) intercompany transactions
that are not prohibited by Section 7.02 and Section 7.03, (b) any transaction on fair and reasonable terms
substantially as favorable to the Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a
comparable arm’s length transaction with a Person other than an Affiliate (as determined in good faith by the Board of Directors
of the Company), and (c) compensation (including bonuses and equity compensation) and indemnification of, and other employment arrangements
with, directors, officers and employees of the Company or such Subsidiary entered in the ordinary course of business, including reimbursement
of out-of-pocket expenses and provision of officers’ and directors’ liability insurance.


 


7.06         Use
of Proceeds. The Company shall not, nor shall it permit any Subsidiary to, 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.


 


7.07         Financial
Covenant. The Company shall not permit the Consolidated Leverage Ratio, as of the end of any fiscal quarter of the Company for
the four quarter period ending on such date, to be greater than 3.50 to 1.0; provided, that, upon the occurrence of a Qualified
Acquisition, for each of the four fiscal quarters of the Company immediately following such Qualified Acquisition (including the fiscal
quarter of the Company in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”),
the ratio set forth above shall be increased to 4.50 to 1.0; provided, further, that, (a) the Company may terminate
a Leverage Increase Period at any time by written notice to the Administrative Agent and, upon the expiration or termination of a Leverage
Increase Period, the maximum Consolidated Leverage Ratio shall be reduced to 3.50 to 1.0 until the Company subsequently consummates another
Qualified Acquisition (whereupon a new Leverage Increase Period may be commenced as provided above, subject to the conditions set forth
in this proviso), (b) there shall be no more than three (3) Leverage Increase Periods during the term of this Agreement, (c) for
at least two (2) fiscal quarters of the Company immediately following the expiration or termination each Leverage Increase Period,
the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.50 to 1.0 prior to giving effect to
another Leverage Increase Period pursuant to the immediately preceding proviso, and (d) each Leverage Increase Period shall only
apply with respect to the calculation of the Consolidated Leverage Ratio for purposes of determining compliance with this Section 7.07
and not for any other purpose.


 


7.08         Sanctions.
The Company shall not, nor shall it permit any Subsidiary to, 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
activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the
subject or target of Sanctions, in each of the foregoing cases to the extent such use of proceeds or the funding of such activities, business,
individual or entity, as the case may be, violates any Sanction, 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 contemplated hereby, whether as Lender, Arranger, Administrative
Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.


 


7.09         Anti-Corruption
Laws. The Company shall not, nor shall it permit any Subsidiary to, 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.


 






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ARTICLE VIII


 


EVENTS
OF DEFAULT AND REMEDIES


 


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


 


(a)            Non-Payment.
Any Borrower 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 deposit any funds as Cash Collateral in respect of L/C Obligations, (ii) within three (3) Business
Days after the same becomes due, any interest on any Loan or on any L/C Obligation, any fee due hereunder, or (iii) within five (5) Business
Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or


 


(b)            Specific
Covenants. Any Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a),
Section 6.05 (with respect to the preservation of any Borrower’s legal existence), Section 6.11 or Article VII;
or


 


(c)            Other
Defaults. Any Borrower fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or
Section 8.01(b)) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty
(30) days after the Company’s receipt of written notice of such failure from the Administrative Agent or any Lender; or


 


(d)            Representations
and Warranties. Any representation, warranty or certification made or deemed made by any Borrower herein, in any other Loan Document,
or in any document delivered in connection herewith or therewith, shall be incorrect in any material respect (or in any respect if already
qualified by materiality or “Material Adverse Effect”) when made or deemed made; or


 


(e)            Cross-Default.
(i) The Company or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness (other than the Obligations 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, and such failure is not waived and continues beyond
any cure period provided therein, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, in each case, beyond the applicable grace period,
if any, provided therefor, or any other event occurs, the effect of which is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded
or to become due and payable 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, and such failure or demand is not waived; 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
as defined in such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract)
that is not waived and continues beyond any cure period provided therein, or (B) any Termination Event (as defined in such Swap Contract)
under such Swap Contract as to which the Company or any Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either
event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or


 






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(f)             Insolvency
Proceedings, Etc. The Company or any Material 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 its application or consent of such
Person and the appointment continues undischarged or unstayed for sixty (60) consecutive calendar days; or any proceeding under any Debtor
Relief Law relating to the Company or such Material Subsidiary or to all or any material part of its property is instituted without the
consent of such Person and continues undismissed, unstayed, unvacated and unbonded for sixty (60) consecutive calendar days, or an order
for relief is entered in any such proceeding which order is not stayed; or


 


(g)            Inability
to Pay Debts. The Company or any Material Subsidiary becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due; or


 


(h)            Judgments.
There is entered against the Company or any Material Subsidiary any one or more final judgments or orders for the payment of money which
in the aggregate exceed the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does
not dispute coverage) and (i) enforcement proceedings are commenced by any creditor upon such judgment or order (and such execution
shall not be paid, bonded or effectively stayed), or (ii) there is a period of sixty (60) consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


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


 


(j)             Invalidity
of the Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder or the occurrence of the Termination Date, ceases to be in full force and effect;
or any Borrower contests in writing or pursuant to judicial proceedings the validity or enforceability of any material provision of any
Loan Document; or any Borrower denies in writing that it has any or further liability or obligation under any Loan Document (other than
by reason of the occurrence of the Termination Date), or purports to revoke, terminate or rescind any material provision of any Loan Document;
or


 


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


 


8.02         Remedies
Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or
may, with the consent of, the Required Lenders, by prior written notice to the Company (other than with respect to an Event of Default
pursuant to Section 8.01(f), which shall require no prior written notice), take any or all of the following actions:


 


(a)            declare
the commitments of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon
such commitments and obligations shall be terminated;


 






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(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 each Borrower;


 


(c)            require
that the Company Cash Collateralize the L/C Obligations (in an amount otherwise required by this Agreement); and


 


(d)            exercise
on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the
Loan Documents;


 


provided, that, upon the occurrence
of the entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each
Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation
of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further
act of the Administrative Agent or any Lender.


 


8.03          Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.15
and Section 2.16 be applied by the Administrative Agent in the following order:


 


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


 


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


 


Third, to
payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Disbursements
and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause
Third payable to them;


 


Fourth, to
(a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Disbursements, and (b) Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise
Cash Collateralized by the Company pursuant to Section 2.03(q) and Section 2.15, in each case, ratably among
the Administrative Agent, the Lenders and the L/C Issuers, in proportion to the respective amounts described in this clause Fourth
payable to them; and


 


Last, the
balance, if any, after the occurrence of the Termination Date, to the Borrowers or as otherwise required by Law.


 






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Subject to Section 2.03(q) and
Section 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,
if any, in the order set forth above.


 


ARTICLE IX


 


ADMINISTRATIVE
AGENT


 


9.01         Appointment
and Authority. Each of the Lenders and the L/C Issuers 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 (other than Section 9.06) are solely
for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and no Borrower shall have rights as a third-party beneficiary
of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents
(or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom and is intended
to create or reflect only an administrative relationship between contracting parties.


 


9.02         Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as
a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with the Company 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 or to provide notice to or consent of the Lenders with respect thereto.


 


9.03         Exculpatory
Provisions. Neither the Administrative Agent nor any Arranger shall 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, neither the Administrative Agent nor any Arranger:


 


(a)            shall
be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)            shall
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; or


 






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(c)            shall,
except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and neither the Administrative Agent
nor any Arranger shall be liable for the failure to disclose, to any Lender or any L/C Issuer any credit or other information concerning
the business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any of its Affiliates
that is communicated to, or in the possession of, the Administrative Agent or such Arranger in any capacity, except for notices, reports
and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein.


 


Neither the Administrative
Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection
with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (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 Section 11.01 and Section 8.02),
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final
and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing
such Default is given to the Administrative Agent by a Borrower, a Lender or an L/C Issuer.


 


Neither the Administrative
Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire
into (A) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the
contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) 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, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or (E) 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.


 


Neither the Administrative
Agent nor any of its Related Parties shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor
or enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of
the foregoing, the Administrative Agent shall not ‎(i) be obligated to ascertain, monitor or inquire as to whether any Lender,
any Participant, or any prospective Lender or prospective Participant, is a Disqualified ‎Institution, or (ii) 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.


 


9.04         Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and
shall not incur any liability for relying upon, any notice, request, certificate, communication, 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 be fully protected
in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making
of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer
unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of
such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance
with the conditions specified in 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 objections.


 






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


 


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 Issuers and the Company. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, with the consent of the Company (such consent (i) not to be
unreasonably withheld or delayed, and (ii) not being required to the extent an Event of Default under Section 8.01(a),
Section 8.01(f) or Section 8.01(g) has occurred and is continuing), 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 thirty (30) days after the retiring
Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders and the Company)
(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 Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above (including consent
of the Company, if applicable); provided, that, in no event shall any successor Administrative Agent be a Defaulting Lender
or a Disqualified Institution. 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 at such time pursuant to clause (d) of the definition thereof,
the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to such Person, and, in each case, with the
consent of the Company (such consent (i) not to be unreasonably withheld or delayed, and (ii) not being required to the extent
an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred
and is continuing), remove such Person as Administrative Agent and appoint a successor. If no such successor shall have been so appointed
by the Required Lenders (with the consent of the Company, if applicable) and shall have accepted such appointment within thirty (30) days
(or such earlier day as shall be agreed by the Required Lenders and the Company) (the “Removal Effective Date”), then
such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.


 






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(c)            With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the
retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed), and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent
(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 Company to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the
retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of
this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while
the retiring or removed Administrative Agent was acting as Administrative Agent, and (B) after such resignation or removal for as
long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions
taken in connection with transferring the agency to any successor Administrative Agent.


 


(d)            Any
resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation
as an L/C Issuer and the Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges
and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its
resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Committed
Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(f).
If Bank of America resigns as the 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 Committed Revolving Loans that are Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section 2.04(c). Upon the appointment by the Company of a successor L/C Issuer or successor Swing Line Lender hereunder
(which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring L/C Issuer or the retiring Swing Line Lender, as applicable, (ii) the
retiring L/C Issuer and the retiring Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder
or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue Letters of Credit in substitution for the Letters
of Credit issued by such retiring L/C Issuer, if any, outstanding at the time of such succession or make other arrangements reasonably
satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.


 






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9.07         Non-Reliance
on Administrative Agent, the Arrangers and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that neither
the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or
any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company or any
Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender
or any L/C Issuer as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information in
their (or their respective Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent
and each Arranger that it has, independently and without reliance upon the Administrative Agent, such Arranger, any other Lender or any
of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis
of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness
of the Company and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby,
and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each Lender and each L/C Issuer
also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any
of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own credit analysis, appraisals and 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, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of
the Company and its Subsidiaries. Each Lender and each L/C Issuer represents and warrants that (a) the Loan Documents set forth the
terms of a commercial lending facility, and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course
and is entering into this Agreement as a Lender or an L/C Issuer for the purpose of making, acquiring or holding commercial loans and
providing other facilities set forth herein as may be applicable to such Lender or such L/C Issuer, and not for the purpose of purchasing,
acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention
of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make,
acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C
Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or
to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.


 


9.08         No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, joint bookrunners or syndication agent
listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.


 


9.09         Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Borrower, 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 such Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuers and the Administrative Agent under Section 2.03(l), Section 2.03(m), Section 2.09
and Section 11.04) allowed in such judicial proceeding; and


 






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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuers, 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 Section 11.04.


 


Nothing contained herein shall
be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer
any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer
to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.


 


9.10         Collateral
Matters. The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,
to release the Cash Collateral and any Lien thereon in accordance with the terms and conditions set forth in Section 2.15.


 


9.11         Certain
ERISA Matters.


 


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


 


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


 


(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (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;


 






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


 


9.12         Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes
a payment hereunder in error to any Lender Party, whether or not in respect of an Obligation due and owing by any Borrower at such time,
where such payment is a Rescindable Amount, then in any such event, each Lender Party receiving a Rescindable Amount severally agrees
to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Party in Same Day Funds in the
currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but
excluding the date of payment to the Administrative Agent, at the Overnight Rate. Each Lender Party irrevocably waives any and all defenses,
including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid
by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative
Agent shall inform each Lender Party promptly upon determining that any payment made to such Lender Party comprised, in whole or in part,
a Rescindable Amount.


 


ARTICLE X


 


CONTINUING GUARANTY


 


10.01       Guaranty.
The Company hereby absolutely and unconditionally guarantees, as primary obligor and as a guaranty of payment and performance and not
merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, as
a mandatory cash collateralization, upon demand or otherwise, and at all times thereafter, of any and all Obligations of the Designated
Borrowers (the “Guaranteed Obligations”); provided, that, the liability of the Company with respect to
this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject
to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law
or other applicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness,
obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed
or disallowed claim under any proceeding or case commenced by or against any Borrower under any Debtor Relief Laws. The Administrative
Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding,
and shall be binding upon the Company, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty
shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing
any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by
any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Company under
this Guaranty, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any
or all of the foregoing.


 






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10.02       Rights
of Lenders. The Company consents and agrees that the Administrative Agent, L/C Issuers and Lenders may, at any time and from time
to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof, amend, extend, renew,
compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof.
Without limiting the generality of the foregoing, the Company consents to the taking of, or failure to take, any action which might in
any manner or to any extent vary the risks of the Company under this Guaranty or which, but for this provision, might operate as a discharge
of the Company.


 


10.03       Certain
Waivers. The Company waives: (a) any defense arising by reason of any disability or other defense of any Designated Borrower,
or the cessation from any cause whatsoever (including any act or omission of any of the Administrative Agent, any L/C Issuer or any Lender)
of the liability of any Designated Borrower; (b) any defense based on any claim that the Company’s obligations exceed or are
more burdensome than those of any Designated Borrower; (c) the benefit of any statute of limitations affecting the Company’s
liability hereunder; (d) any right to proceed against any Designated Borrower, or pursue any other remedy in the power of any of
the Administrative Agent, any L/C Issuer or any Lender whatsoever; and (e) to the fullest extent permitted by law, any and all other
defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties.
The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment
or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever
with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence
of new or additional Guaranteed Obligations.


 


10.04       Obligations
Independent. The obligations the Company hereunder are those of primary obligor, and not merely as surety, and are independent
of the Guaranteed Obligations, and a separate action may be brought against the Company to enforce this Guaranty whether or not any other
Borrower or any other Person is joined as a party.


 


10.05       Subrogation.
The Company shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any
payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly
paid and performed in full and the Termination Date has occurred. If any amounts are paid to the Company in violation of the foregoing
limitation, then such amounts shall be held in trust for the benefit of the Administrative Agent, L/C Issuers and Lenders and shall forthwith
be paid to such to reduce the amount of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement.


 






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10.06       Termination;
Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing
and shall remain in full force and effect until the Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full
force and effect or be revived, as the case may be, if any payment by or on behalf of the Company or any Designated Borrower is made,
or any of the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, in respect of the Obligations 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 any of the Administrative Agent, any L/C Issuer or any Lender
in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief
Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent,
the L/C Issuers or the Lenders are in possession of or have released this Guaranty and regardless of any prior revocation, rescission,
termination or reduction. The obligations of the Company under this Section 10.06 shall survive termination of this Guaranty
and the Termination Date.


 


10.07       Stay
of Acceleration. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any
case commenced by or against the Company or any Designated Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall
nonetheless be payable by the Company immediately upon demand by the Administrative Agent, the L/C Issuers or the Lenders.


 


10.08       Condition
of the Designated Borrowers. The Company acknowledges and agrees that it has the sole responsibility for, and has adequate means
of, obtaining from the Designated Borrowers such information concerning the financial condition, business and operations of the Designated
Borrowers as the Company requires, and that none of the Administrative Agent, any L/C Issuer or any Lender has any duty, and the Company
is not relying on any such Person, at any time, to disclose to it any information relating to the business, operations or financial condition
of the Designated Borrowers (the Company waiving any duty on the part of the Administrative Agent, any L/C Issuer or any Lender to disclose
such information and any defense relating to the failure to provide the same).


 


10.09       Subordination.
The Company hereby subordinates the payment of all obligations and indebtedness of any Designated Borrower owing to the Company, whether
now existing or hereafter arising, including but not limited to any obligation of any Designated Borrower to the Company as subrogee of
the Administrative Agent, the L/C Issuers and the Lenders or resulting from the Company’s performance under this Guaranty, to the
indefeasible payment in full in cash of all Guaranteed Obligations; provided, that, notwithstanding the foregoing, nothing
shall prevent payment by any Designated Borrower in respect of any such obligations and indebtedness in the ordinary course so long as
no Event of Default shall have occurred and be continuing. If the Administrative Agent, the L/C Issuers and the Lenders so request after
the occurrence and during the continuance of an Event of Default, any such obligation or indebtedness of any Designated Borrower to the
Company shall be enforced and performance received by the Company as trustee for the Administrative Agent, the L/C Issuers and the Lenders
and the proceeds thereof shall be paid over to the Administrative Agent, the L/C Issuers and the Lenders on account of the Guaranteed
Obligations, but without reducing or affecting in any manner the liability of the Company under this Guaranty.


 


ARTICLE XI


 


MISCELLANEOUS


 


11.01       Amendments,
Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by
any Borrower therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the consent
of the Required Lenders) and such Borrower, 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, that, no
such amendment, waiver or consent shall:


 


(a)            extend
the expiry date of, or increase, the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender (it being understood and agreed that a waiver, modification or amendment of, or consent to
departure from, any condition precedent set forth in Section 4.02 or of any Default, representation or warranty or covenant,
or a mandatory prepayment of, or mandatory reduction in, Commitments is not considered an extension or increase in the Commitment of any
Lender);


 







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


 


(c)            reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Disbursement or (subject to clause (iv) of
the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby; provided, that, only the consent of the Required Lenders shall
be necessary to (i) amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest,
Letter of Credit Fees or other amounts at the Default Rate, or (ii) 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 any L/C Disbursement or to reduce
any fee payable hereunder;


 


(d)            change
Section 2.12(a), Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of
payments required thereby without the written consent of each Lender directly affected thereby;


 


(e)            change
any provision of clauses (a) through (h) of this proviso 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;


 


(f)             release
the Company (from its obligations as a Borrower or as a guarantor hereunder) without the written consent of each Lender;


 


(g)            release
any Designated Borrower, except in connection with the termination of such Designated Borrower’s status as such under Section 2.18,
without the written consent of each Lender;


 


(h)            amend
Section 1.09 or the definition of “Alternative Currency” without the written consent of each Lender; or


 


(i)             subordinate,
or have the affect of subordinating, the Obligations to any other Indebtedness or other obligations without the written consent of each
Lender directly affected thereby;


 






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provided, further, that,
notwithstanding anything herein to the contrary: (i)(A) no amendment, waiver or consent shall, unless in writing and signed by the
applicable L/C Issuer in addition to the Lenders required above, directly or adversely affect the rights or duties of such L/C Issuer
under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it, and (B) the L/C Commitment
of any L/C Issuer may be modified as contemplated by the definition of “L/C Commitment”; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, directly or adversely
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, directly or adversely affect the rights or duties
of the Administrative Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto; (v) 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, may be effected with the consent of the applicable Lenders
other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without
the consent of such Lender, and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender,
or all Lenders or each affected Lender, that by its terms affects any Defaulting Lender disproportionately adversely relative to other
affected Lenders shall require the consent of such Defaulting Lender; (vi) each Lender is entitled to vote as such Lender sees fit
on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein; (vii) the Required Lenders
shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and
such determination shall be binding on all of the Lenders; (viii) [reserved]; (ix) in order to effect any extension in accordance
with Section 2.17, this Agreement and any other Loan Document may be amended for such purpose (but solely to the extent necessary
to effect such extension and otherwise in accordance with Section 2.17 (which may include, for the avoidance of doubt, amendments
to the definition of “Maturity Date”)) by the Borrowers, the Administrative Agent and each lender extending its Maturity Date;
(x) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative
Agent, each Borrower, and the relevant Lenders providing such additional credit facilities (A) to add one or more additional credit
facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder and the accrued interest and
fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Committed Revolving Loans
and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination
of the Required Lenders, and (B) to change, modify or alter any provision hereof relating to the pro rata sharing of payments among
the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in this clause
(x); (xi) to the extent permitted pursuant to Section 1.09, this Agreement may be amended solely to (A) add
additional currency options for Committed Revolving Loans and the applicable interest rates (and applicable adjustments, if any) with
respect thereto with the written consent of the Administrative Agent and each Borrower, and (B) add additional currency options for
Letters of Credit with the written consent of the Administrative Agent, Bank of America, in its capacity as an L/C Issuer, and each Borrower;
(xii) to the extent permitted by Section 1.10(b) or Section 1.10(c), this Agreement may be amended to
make such reasonable changes of construction as the Administrative Agent may from time to time specify; (xiii) this Agreement may
be amended by each Borrower, the applicable Applicant Borrower, and the Administrative Agent to add such provisions as are deemed necessary,
in the sole discretion of the Administrative Agent, to facilitate the addition of any Designated Borrower designated pursuant to Section 2.18;
(xiv)(A) in order to implement any Term SOFR Successor Rate or any Term SOFR Conforming Changes, in each case in accordance with
Section 3.03(c), this Agreement may be amended for such purpose as provided in Section 3.03(c), and (B) in
order to implement any Successor Rate or any Conforming Changes, in each case in accordance with Section 3.03(d), this Agreement
may be amended for such purpose as provided in Section 3.03(d); (xv) the L/C Commitment of any L/C Issuer may be terminated
by the Administrative Agent and such L/C Issuer in connection with the resignation of such L/C Issuer pursuant to this Agreement; (xvi) if
following the Closing Date, the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake, typographical
error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then
the Administrative Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission,
mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other
party to this Agreement; (xvii) this Agreement may be amended or amended and restated without the consent of any Lender (but with
the consent of the Borrowers and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such
Lender shall no longer be a party to this Agreement (as so amended or amended and restated), the Commitment of such Lender shall have
terminated, such Lender shall have no other commitment or other obligation hereunder and such Lender shall have been paid in full all
principal, interest and other amounts owing to such Lender (or accrued for its account) under this Agreement and the other Loan Documents;
and (xviii)(A) the Administrative Agent shall have the right, from time to time, to make Term SOFR Conforming Changes and any amendments
implementing such Term SOFR Conforming Changes will become effective without any further action or consent of any other party to this
Agreement or any other Loan Document, so long as, with respect to any such amendment effected, the Administrative Agent shall post each
such amendment implementing such Term SOFR Conforming Changes to the Company and the Lenders reasonably promptly after such amendment
becomes effective, and (B) the Administrative Agent shall have the right, from time to time, to make Conforming Changes and any amendments
implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement
or any other Loan Document, so long as, with respect to any such amendment effected, the Administrative Agent shall post each such amendment
implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.


 






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11.02       Notices;
Effectiveness; Electronic Communication.


 


(a)            Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in clause (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 may be made to the applicable telephone number,
as follows:


 


(i)             if
to the Borrowers, the Administrative Agent, Bank of America in its capacity as an 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 11.02; and


 


(ii)            if
to any other Lender (including such Lender in its capacity as an L/C Issuer), 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 Borrowers).


 


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 clause (b) below, shall be
effective as provided in such clause (b).


 






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(b)            Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic
communication (including e-mail, FpML messaging 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 any L/C Issuer pursuant to Article II
if such Lender or such 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 Issuers and the Borrowers each
agree hereunder to accept notices and other communications to it hereunder by (x) email sent to its electronic email address set
forth in Schedule 11.02 (or, in the case of an L/C Issuer other than Bank of America, as set forth in the Administrative Questionnaire
provided by such L/C Issuer) (in each case, as may be updated by written notice to the other parties hereto), or (y) other 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 and other 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”) or the Borrowers or their Related Parties have any liability
to the Agent Parties, any Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of the Borrowers’ or the Administrative Agent’s transmission
of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.


 


(d)            Change
of Address, Etc. Each of the Borrowers, the Administrative Agent, each 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 Company, the Administrative
Agent, each 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 Borrowers or
their respective securities for purposes of United States Federal or state securities Laws.


 






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


 


11.03       No
Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and
no delay by any such Person in exercising, any right, remedy, power or privilege hereunder 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 are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by Law.


 


Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other
Loan Documents against the Borrowers 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 all of the L/C Issuers; provided, 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) each L/C Issuer or the Swing Line Lender from exercising the rights and remedies
that inure to its benefit (solely in its capacity as an L/C Issuer or the 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 11.08 (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 Borrower under any Debtor Relief Law; 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.


 






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11.04       Expenses;
Indemnity; Damage Waiver.


 


(a)            Costs
and Expenses. The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates in connection with the syndication of the credit facility provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (limited, in the case
of any fees and expenses of legal counsel, to the reasonable and documented out-of-pocket fees, disbursements and other charges of (A) one
primary counsel for the Administrative Agent, and (B) if reasonably necessary, one firm of local counsel retained by the Administrative
Agent in each relevant material jurisdiction and one firm of specialty counsel in each relevant specialty), (ii) all reasonable and
documented out-of-pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal, reinstatement or extension
of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable and documented out-of-pocket expenses incurred
by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements
of any counsel for the Administrative Agent, any Lender or any 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 reasonable and documented out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 


(b)            Indemnification
by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each 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 (limited, in the case of any
fees and expenses of legal counsel, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of
primary counsel for all Indemnitees, taken as a whole, and if reasonably necessary, one firm of local counsel for all Indemnitees, taken
as a whole, in each relevant material jurisdiction, and, if reasonably necessary, one firm of specialty counsel for all Indemnitees, taken
as a whole, in each relevant specialty, and solely in the case of an actual or perceived conflict of interest, one additional firm of
counsel to each group of affected Indemnitees, similarly situated and taken as a whole) incurred by any Indemnitee or asserted against
any Indemnitee by any Person (including any Borrower) or 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 (including any Indemnitee’s
reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, that such Indemnitee reasonably
believes is made by any Responsible Officer of the applicable Borrower), 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 any 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 Company or any of its Subsidiaries, or any
Environmental Liability related in any way to the Company 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 a Borrower, and regardless of whether any Indemnitee is a party thereto; provided, that, such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are
found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (1) the gross negligence, bad
faith or willful misconduct of such Indemnitee (or any Related Indemnified Party of such Indemnitee), or (2) a material breach of
such Indemnitee’s obligations under this Agreement or any other Loan Document, or (B) arise solely from a proceeding that does
not involve or arise from an act or omission by the Company or any of the Company’s Affiliates and that is brought by an Indemnitee
against any other Indemnitee (other than any claims against the Administrative Agent, an Arranger, a Lender or any L/C Issuer in its capacity
or in fulfilling its role as such). The Borrowers shall not be liable for any settlement of any claim effected by any Indemnitee without
the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the Company’s
consent, or if there is a final judgment against an Indemnitee in any such proceeding, the Borrowers shall indemnify and hold harmless
such Indemnitee in the manner set forth above. This Section 11.04(b) shall not apply with respect to Taxes other than
any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 






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(c)            Reimbursement
by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under Section 11.04(a) or
Section 11.04(b) to be paid by it to the Administrative Agent (or any sub-agent thereof), any 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),
such 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
Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such
Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought); provided, that, the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or
any such sub-agent), such 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), such L/C Issuer or the Swing Line Lender in connection with such capacity.
The obligations of the Lenders under this Section 11.04(c) are subject to the provisions of Section 2.12(d).


 


(d)            Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no party hereto shall assert, and each party hereto
hereby waives and acknowledges that no other Person shall have, any claim against any Indemnitee or any other party hereto, 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; provided, that, the foregoing
shall in no event limit the Borrowers’ indemnification obligations under Section 11.04(b) to the extent such special,
indirect, consequential or punitive damages are included in any third-party claim in connection with which such Indemnitee is otherwise
entitled to indemnification hereunder. No Indemnitee referred to in Section 11.04(b) or any other party hereto 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 or other party hereto 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.


 






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(e)            Payments.
All amounts due under this Section shall be payable not later than fifteen (15) days after receipt by any Borrower of written demand
therefor.


 


(f)            Survival.
The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender,
the replacement of any Lender, and the Termination Date.


 


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


 


11.06       Successors
and Assigns.


 


(a)            Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer
any of its rights or obligations hereunder or thereunder 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 (e) 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 Issuers
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 Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations
in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that, any such assignment shall be subject
to the following conditions:


 


(i)             Minimum
Amounts.


 


(A)            In
the case of an assignment of the entire remaining amount of any of the assigning Lender’s Commitment and the Loans at the time owing
to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned.


 






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


 


(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.


 


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


 


(A)            the
consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or
an Approved Fund; provided, that, the Company shall be deemed to have consented to any such assignment requiring its consent
under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within five (5) Business
Days after having received written notice thereof;


 


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


 


(C)             the
consent of each L/C Issuer and the Swing Line Lender shall be required for any assignment.


 


(iv)           Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500 payable by the assignor; provided, 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.


 






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


 


(vi)           No
Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of one or more natural persons).


 


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


 


Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided,
that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request,
the Borrowers (at their 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.


 






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(c)            Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency 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 Commitment 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 Borrowers, 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 any 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, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of one or more natural Persons), a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a
 “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line
Loans) owing to it); provided, that, (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the
Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for
the indemnity under Section 11.04(c) without regard to the existence of any participation.


 


Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce
this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that,
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver
or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrowers agree 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 (subject to the requirements
and limitations therein, including the requirements under Section 3.01(e)) (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 Section 3.06 and Section 11.13 as if it were
an assignee under paragraph (b) of this Section, and (B) shall not be entitled to receive any greater payment under Section 3.01
or Section 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 Borrowers’ request
and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect
to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08
as though it were a Lender; provided, that, such Participant agrees to be subject to Section 2.13 as though
it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers,
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. The parties to this Agreement acknowledge and agree that the Participant Register
is intended to cause the Borrowers’ obligations hereunder to be issued in “registered form” under Section 5f.103-1(c) of
the United States Treasury Regulations.


 






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


 


(f)            Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any L/C Issuer
or the Swing Line Lender assigns all of its Commitment and Committed Revolving Loans pursuant to subsection (b) above, such
L/C Issuer or the Swing Line Lender, as applicable, may (i) upon thirty (30) calendar days’ notice to the Administrative Agent,
the Company and the Lenders, resign as an L/C Issuer, and/or (ii) upon thirty (30) calendar days’ notice to the Company, resign
as Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Company shall be entitled to
appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, that, no failure by the
Company to appoint any such successor shall affect the resignation of such L/C Issuer or the Swing Line Lender, as the case may be. If
an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with
respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C
Obligations with respect thereto (including the right to require the Lenders to make Committed Revolving Loans that are Base Rate Loans
or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(f)). If Bank of America resigns as the 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 Committed Revolving Loans
that are 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 reasonably satisfactory to the resigning L/C Issuer to effectively assume the obligations of such L/C Issuer
with respect to such Letters of Credit.


 


(g)           Disqualified
Institutions.


 


(i)           No
assignment or, to the extent the DQ 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 applicable Lender entered into a binding
agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless
the Company has consented to such assignment in its sole and absolute discretion (but, for the avoidance of doubt, otherwise subject to
Section 11.06(b)(iii)(A)), in which case such Person will not be considered a Disqualified Institution for the purpose of
such assignment). For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after
the applicable Trade Date, such assignee shall not retroactively be considered a Disqualified Institution. Any assignment in violation
of this clause (g)(i) shall not be void, but the other provisions of this clause (g) shall apply.


 






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(ii)           If
any assignment is made to any Disqualified Institution without the Company’s prior consent in violation of clause (i) above,
the Borrowers may, at their sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent,
(A) terminate the Commitment of such Disqualified Institution and repay all obligations of the Borrowers owing to such Disqualified
Institution in connection with such Commitment, and/or (B) require such Disqualified Institution to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in this Section 11.06), all of its interest, rights
and obligations under this Agreement and related Loan Documents to one or more Eligible Assignees that shall assume such obligations at
the lesser of (1) the principal amount thereof, (2) 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 the other Loan Documents; provided, that, such assignment does not conflict with applicable Laws.


 


(iii)           Notwithstanding
anything to the contrary contained in this Agreement, (A) Disqualified Institutions will not (1) have the right to receive information,
reports or other materials provided to Lenders by the Borrowers, the Administrative Agent or any other Lender, (2) attend or participate
in meetings attended by the Lenders and the Administrative Agent, or (3) 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)(1) 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 (2) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor
Relief Laws (“Plan of Reorganization”), each Disqualified Institution party hereto hereby agrees (I) not to vote
on such Plan of Reorganization, (II) if such Disqualified Institution does vote on such Plan of Reorganization notwithstanding the
restriction in the foregoing clause (I), 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 of Reorganization in accordance with
Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and (III) 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 (II).


 


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


 






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11.07           Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors
and 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) upon request or demand by any regulatory authority
having jurisdiction over such Person or its Related Parties, (c) as may be compelled by an order of any court or administrative agency
or in any pending legal, judicial or administrative proceeding or to the extent required by applicable Laws or regulations or by any subpoena
or similar compulsory legal process (in which case the Administrative Agent, such Lender or such L/C Issuer agrees to inform the Company
promptly thereof prior to such disclosure to the extent not prohibited by applicable Law), (d) to any other party hereto, (e) to
the extent reasonably necessary or advisable, 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 become a Lender pursuant to Section 2.17(e), 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 Borrowers and their obligations,
this Agreement or payments hereunder (it being understood that the DQ List may be disclosed to any assignee or Participant in, or any
prospective assignee of or Participant in, any of its rights and obligations under this Agreement in reliance on this clause (f)),
(g) on a confidential basis to (i) any rating agency in connection with rating any Borrower or the credit facility provided
hereunder (provided that any such disclosure shall be made in consultation with the Company), or (ii) the CUSIP Service Bureau or
any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers
with respect to the credit facility provided hereunder, (h) with the consent of the Company, (i) to the extent such Information
(A) becomes publicly available other than as a result of a breach of this Section, (B) becomes available to the Administrative
Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers,
or (C) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrowers or
violating the terms of this Section. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement
and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers
to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the
Commitments.


 


For purposes of this Section,
 “Information” means all information received from or on behalf of the Company or any Subsidiary relating to the Company
or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent,
any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary or any of their representatives.
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 Issuers acknowledges that (1) the Information may include material non-public information concerning
the Company or a Subsidiary, as the case may be, (2) it has developed compliance procedures regarding the use of material non-public
information and (3) 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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11.08           Right
of Setoff. If an Event of Default shall have occurred and be continuing (but subject to the provisions of Section 11.03),
each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer
or any such Affiliate to or for the credit or the account of the Borrowers against any and all of the obligations of the Borrowers now
or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates,
irrespective of whether or not such Lender, such L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other
Loan Document and although such obligations of the Borrowers may be contingent or unmatured or are owed to a branch or office or Affiliate
of such Lender or such L/C Issuer different from the branch or 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, (a) 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 Issuers and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff. The rights of each Lender, each L/C Issuer, the Swing Line Lender and their respective Affiliates under this Section are
in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates
may have. Each Lender and each L/C Issuer agrees to notify the Borrowers 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.


 


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


 


11.10           Integration;
Effectiveness. This Agreement, the other Loan Documents (including any Fee Letter), and any separate letter agreements with respect
to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each
of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 






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


 


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


 


11.13           Replacement
of Lenders. If the Company is entitled to replace a Lender pursuant to the provisions of Section 2.17(e) or Section 3.06(b),
or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate (and such Lender shall be obligated to assign
and delegate), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06),
all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations
under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee
may be another Lender, if a Lender accepts such assignment); provided, that:


 


(a)           with
respect to any assignment, the Company shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);


 


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


 


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


 


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


 


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


 


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


 






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Each party hereto agrees that
(i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed
by the Company, the Administrative Agent and the applicable Eligible Assignee, and (ii) the Lender required to make such assignment
need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms
thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree
to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided,
further, that, any such documents shall be without recourse to or warranty by the parties thereto.


 


Notwithstanding anything in
this Section 11.13 to the contrary, (A) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time
it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop
standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing
of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer)
have been made with respect to such outstanding Letter of Credit, and (B) the Lender that acts as the Administrative Agent may not
be replaced hereunder except in accordance with the terms of Section 9.06.


 


11.14     Governing
Law; Jurisdiction; Etc.


 


(a)           GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) 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,
ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN), AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


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


 






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(c)           WAIVER
OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 11.14(b). 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 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


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


 


11.16     No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection
with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees and acknowledges
its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative
Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the
one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (ii) the Borrowers have consulted their
own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (b)(i) the Administrative Agent, each Lender and each Arranger is and has been acting solely as a principal and, except
as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for any Borrower or any of its Affiliates, or any other Person, and (ii) none of the Administrative Agent, any Arranger or any Lender
has any obligation to any Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lenders and the Arrangers
and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers
and their Affiliates, and none of the Administrative Agent, any Arranger or any Lender has any obligation to disclose any of such interests
to any Borrower or any of its Affiliates. To the fullest extent permitted by law, each Borrower hereby agrees not to assert any claims
against the Administrative Agent, any Arranger or any Lender with respect to any alleged breach of agency or fiduciary duty in connection
with any aspect of any transactions contemplated by this Agreement and the other Loan Documents.


 






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11.17     USA
PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the PATRIOT Act. Each Borrower shall,
promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative
Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.


 


11.18     Electronic
Execution; Electronic Records; Counterparts. This Agreement, any other Loan Document and any other Communication, including Communications
required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each Borrower,
the Administrative Agent and each Lender Party agrees that any Electronic Signature on or associated with any Communication shall be valid
and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature
will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof
to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts
as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.
For the avoidance of doubt, the authorization under this Section 11.18 may include use or acceptance of a manually signed
paper Communication which has been converted into electronic form (such as scanned into .pdf), or an electronically signed Communication
converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may,
at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (each, an “Electronic
Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper
document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all
purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein
to the contrary, none of the Administrative Agent, any L/C Issuer or the Swing Line Lender is under any obligation to accept an Electronic
Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided,
that, without limiting the foregoing, (a) to the extent the Administrative Agent, such L/C Issuer or the Swing Line Lender
has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lender Parties shall be entitled to rely on any
such Electronic Signature purportedly given by or on behalf of any Borrower and/or any Lender Party without further verification, and
(b) upon the request of the Administrative Agent or any Lender Party, any Electronic Signature shall be promptly followed by such
manually executed counterpart.


 


None of the Administrative
Agent, any L/C Issuer or the Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency,
validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including,
for the avoidance of doubt, in connection with the Administrative Agent’s, such L/C Issuer’s or the Swing Line Lender’s
reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, each
L/C Issuer and the Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement
or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet
website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and
believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements
set forth in the Loan Documents for being the maker thereof).


 






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Each Borrower and each Lender
Party hereby waives (a) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement
or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (b) any
claim against the Administrative Agent and each Lender Party for any liabilities arising solely from the Administrative Agent’s
and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure
of the Borrowers to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 


11.19     Time
of the Essence. Time is of the essence with respect to the Loan Documents.


 


11.20     Entire
Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.


 


11.21     Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or any L/C Issuer that is an Affected
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 any L/C Issuer
that is an Affected 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 the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees
to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities
arising hereunder which may be payable to it by any Lender or any L/C Issuer that is an Affected 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 Affected 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 the applicable Resolution Authority.


 






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11.22     Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any
Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such
QFC, a “Supported QFC”), the parties acknowledge and agree that, with respect to the resolution power of the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such
Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States), in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to
a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and
any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might
otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised
to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the
Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it
is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights
of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


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


 


[signature pages follow]


 






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


 


	COMPANY:	WORKDAY, INC.,
	 	a Delaware corporation
	 	 
	 	By: 	/s/ Barbara Larson
	 	Name: Barbara Larson
	 	Title: Chief Financial Officer



 


CREDIT AGREEMENT


WORKDAY, INC.


 






     

     


    

 


	ADMINISTRATIVE AGENT: 	BANK OF AMERICA, N.A.,
	 	as the Administrative Agent
	 	 
	 	By:	 /s/ Gavin Shak
	 	Name: Gavin Shak
	 	Title: Assistant Vice President



 


CREDIT AGREEMENT


WORKDAY, INC.


 






     

     


    

 


	LENDERS:	BANK OF AMERICA, N.A.,
	 	as a Lender, an L/C Issuer and the Swing Line Lender
	 	 
	 	By: 	/s/ Herman Chang
	 	Name: Herman Chang
	 	Title: Vice President



 


CREDIT AGREEMENT


WORKDAY, INC.


 






     

     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender and an L/C Issuer
	 	 
	 	By: 	/s/ Christopher Shafto
	 	Name: Christopher Shafto
	 	Title: Director



 


CREDIT AGREEMENT


WORKDAY, INC.


 






     

     


    

 


	 	BARCLAYS BANK PLC,
	 	as a Lender
	 	 
	 	By:	 /s/ Sean Duggan
	 	Name: Sean Duggan
	 	Title: Director



 


WORKDAY, INC.


CREDIT AGREEMENT


 









     

     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	By: 	/s/ Annie Chung
	 	Name: Annie Chung
	 	Title: Director
	 	 
	 	By:	 /s/ Ming K. Chu
	 	Name: Ming K. Chu
	 	Title: Director



 


WORKDAY, INC.


CREDIT AGREEMENT


 






     

     


    

 


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



 


WORKDAY, INC.


CREDIT AGREEMENT


 






     

     


    

 


	 	MUFG UNION BANK, N.A.,
		as a Lender
	 	 
	 	By: 	/s/ Marlon Matthews
	 	Name: Marlon Matthews
	 	Title: Director






 


WORKDAY, INC.


CREDIT AGREEMENT


 






     

     


    

 


	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 
	 	By:	 /s/ Harsh Grewal
	 	Name: Harsh Grewal
	 	Title: Authorized Signatory



 


WORKDAY, INC.


CREDIT AGREEMENT


 






     

     


    

 


	 	TRUIST BANK,
	 	as a Lender
	 	 
	 	By: 	/s/ Carlos Cruz
	 	Name: Carlos Cruz
	 	Title: Director






 


WORKDAY, INC.


CREDIT AGREEMENT


 






     

     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:	 /s/ Matt. S. Scullin
	 	Name: Matt S. Scullin
	 	Title: Senior Vice President



 


WORKDAY, INC.


CREDIT AGREEMENT