Exhibit 10.1


 


Execution Version


 





AMENDMENT AND RESTATEMENT AGREEMENT


 


AMENDMENT AND RESTATEMENT AGREEMENT,
dated as of April 18, 2022 (this “Amendment and Restatement”), by and among ExlService Holdings, Inc., a Delaware corporation
(the “Borrower”), each other Loan Party (as defined in the Original Credit Agreement referred to below), Citibank,
N.A., as administrative agent (the “Administrative Agent”), and the certain Lenders (as defined below) party hereto.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, each
Loan Party, each lender from time to time party thereto (the “Original Lenders”) and the Administrative Agent have
entered into that certain Credit Agreement, dated as of November 21, 2017 (as amended, restated, amended and restated, modified or supplemented
from time to time through the date hereof, including pursuant to that certain First Amendment to Credit Agreement, dated as of July 2,
2018, pursuant to that certain Second Amendment to Credit Agreement, dated as of October 1, 2018 and pursuant to that certain Third Amendment
to Credit Agreement, dated as of April 16, 2021, the “Original Credit Agreement”);


 


WHEREAS, pursuant to the Original
Credit Agreement, the Original Lenders have provided revolving credit commitments and loans in respect thereof (“Original Loans”);


 


WHEREAS, the Borrower has requested
that (i) the Lenders (as defined below) provide New Commitments (as defined below) to the Borrower and (ii) simultaneously with the issuance
by the Lenders of the New Commitments to the Borrower, the Original Credit Agreement be amended and restated as set forth on Exhibit
A hereto (the Original Credit Agreement, as so amended, the “Amended and Restated Credit Agreement”; capitalized
terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in
the Amended and Restated Credit Agreement) to, among other things, provide for the issuance of new revolving credit commitments (the “New
Commitments” and the persons providing such New Commitments, the “Lenders”);


 


WHEREAS, subject to the terms
and conditions set forth herein, on the Amendment and Restatement Effective Date (as defined below), each Lender has agreed to (i) provide
the New Commitments in the principal amount set forth on Schedule I attached hereto and (ii) consent to and approve this Amendment
and Restatement, the Amended and Restated Credit Agreement, each Amended Document (as defined below), each other Loan Document and each
other document required to be delivered or approved pursuant to this Amendment and Restatement, the Amended and Restated Credit Agreement
and any other Amended Document;


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the
parties hereto hereby agree as follows:


 


SECTION
1.   Commitments and Loans


 


(a)               
Subject to the terms and conditions set forth herein, on the Amendment and Restatement Effective Date, each Lender agrees (i) by
its execution hereof, that it is a Lender under the Amended and Restated Credit Agreement and (ii) to provide a Commitment in the amount
set forth on Schedule I attached hereto and make Loans in accordance with Section 2.01 of the Amended and Restated Credit Agreement.


 


(b)              Each
Lender, by delivering its signature page to this Amendment and Restatement and agreeing to provide the New Commitments, shall be deemed
to have acknowledged receipt of, and consented to and approved, this Amendment and Restatement, the Amended and Restated Credit Agreement,
the other Amended Documents, each other Loan Document and each other document required to be delivered to, or be approved by or satisfactory
to, the Administrative Agent or any Lender. The commitments of the Lenders are several, and no Lender shall be responsible for any other
Lender’s failure to make New Loans.


 






    1 


     


    

 


(c)               
The parties hereto hereby acknowledge and agree that if on the Amendment and Restatement Effective Date there are any Original
Loans outstanding under the Original Credit Agreement, (i) such Original Loans shall continue under the Amended and Restated Credit Agreement
and continue to constitute Loans for all purposes thereunder, (ii) the Borrower shall borrow from all or certain of the Lenders and/or
prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types
and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Lenders) ratably in
accordance with their respective New Commitments and (iii) on and after the Amendment and Restatement Effective Date, the ratable share
of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving
effect to the New Commitments documented hereby.


 


SECTION
2.   Amendments to Loan Documents. On the Amendment and Restatement Effective Date, the Borrower, the other Loan Parties,
each Lender and the Administrative Agent agree that:


 


(a)               
The Original Credit Agreement shall be amended and restated in its entirety as set forth on Exhibit A hereto.


 


(b)               
The Commitment Schedule shall be amended and restated in its entirety as set forth on Exhibit B hereto.


 


(c)               
The exhibits to the Original Credit Agreement shall be amended and restated in its entirety as set forth on Exhibit C hereto.


 


(d)               
Each Loan Document (as defined under the Original Credit Agreement) other than the Original Credit Agreement, as in effect on the
Amendment and Restatement Effective Date, as supplemented and ratified by this Amendment and Restatement, and as the same may be further
amended, restated, amended and restated, supplemented or otherwise modified in the reasonable discretion of the Administrative Agent and
each Loan Party a party thereto to effect any of the transactions contemplated hereby, together with the Amended and Restated Credit Agreement
and any exhibit or schedule thereto as amended and restated in accordance with the terms hereof, are referred to in this Amendment and
Restatement, collectively, as the “Amended Documents”.


 


(e)               
As used in the Amended and Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”,
 “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise
requires, from and after the Amendment and Restatement Effective Date, mean or refer to the Amended and Restated Credit Agreement.


 


(f)                
As used in any Loan Document, all references to the “Credit Agreement” (and/or any exhibit or schedule thereto) in
such Loan Document shall, unless the context otherwise requires, mean or refer to the Amended and Restated Credit Agreement (or such exhibit
or schedule, as amended and restated in accordance with the terms hereof).


 






    2 


     


    

 


SECTION
3.   Representations and Warranties. The Borrower and the other Loan Parties hereby represent and warrant on the Amendment
and Restatement Effective Date that:


 


(a)               
The execution, delivery and performance by the Loan Parties of the Amendment and Restatement and the Amended Documents, and the
performance by the Loan Parties of the Amendment and Restatement, the Amended Documents and the Loan Documents, are within each Loan Party’s
corporate or limited liability company powers, as the case may be, and have been duly authorized by all necessary corporate or limited
liability company and, if required, stockholder or member action.


 


(b)               
The Amendment and Restatement and the Amended Documents have been duly executed and delivered by the Loan Parties and the Amendment
and Restatement, the Amended Documents and the other Loan Documents each constitute a legal, valid and binding obligation of each Loan
Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.


 


(c)               
The execution, delivery and performance by the Loan Parties of the Amendment and Restatement and the Amended Documents and the
performance by such Loan Party of the Amendment and Restatement, the Amended Documents and the other Loan Documents to which such Loan
Party is a party (i) do not, on the part of any Loan Party or any of its Subsidiaries, require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and
effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (ii) will not violate any Requirement
of Law applicable to any Loan Party or any of its Subsidiaries any order of any Governmental Authority, (iii) will not violate or result
in a default under, or give rise to a right to require any payment to be made by any Loan Party or any of its Subsidiaries under, (A)
any indenture or loan agreement, in each case, evidencing Indebtedness in excess of $2 million, (B) any Swap Agreement or (C) any other
material agreement, in each case which is binding upon any Loan Party or any of its Subsidiaries or its assets, and (iv) will not result
in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to
the Loan Documents, in each case of clauses (i), (ii) or (iii)(C), except as would not reasonably be expected to result
in a Material Adverse Effect.


 


(d)               
At the time of and immediately after the Amendment and Restatement Effective Date, no Default or Event of Default has occurred
or would result from this Amendment and Restatement, the entry into the Amendment and Restatement and the Amended Documents, the incurrence
of the New Commitments or from the application of any proceeds from any borrowings on the Amendment and Restatement Effective Date.


 


(e)               
The representations and warranties of each Loan Party set forth in the Amended and Restated Credit Agreement, the Amended Documents
and in each other Loan Document are true and correct in all material respects with the same effect as though made on and as of such date,
except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and
warranties are true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” is true and correct in all respects.


 






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SECTION
4.   Conditions of Effectiveness of the Amendment and Restatement. This Amendment and Restatement, the Amended Documents and
the obligation of the Lenders to provide the New Revolving Commitments shall become effective upon the date first written above (the “Amendment
and Restatement Effective Date”) upon the satisfaction of the following additional conditions precedent:


 


(a)               
 the Administrative Agent (or its counsel) shall have received counterparts to this Amendment and Restatement, duly executed by
(i) the Borrower and the other Loan Parties and (ii) each Lender;


 


(b)               
at the time of and immediately after the Amendment and Restatement Effective Date, no Default or Event of Default shall exist or
would result from this Amendment and Restatement, the entry into the Amended Documents, the incurrence of the New Commitments or from
the application of any proceeds from any borrowings on the Amendment and Restatement Effective Date;


 


(c)              the
representations and warranties of each Loan Party set forth in the Amended and Restated Credit Agreement, the other Amended Documents
and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment and Restatement Effective
Date with the same effect as though made on and as of such date, except that (i) to the extent that such representations and warranties
specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects as of such
earlier date and (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect”
shall be true and correct in all respects.


 


(d)               
the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles unless otherwise specified,
each properly executed by an authorized officer of the signing Loan Party and each in form and substance reasonably satisfactory to the
Administrative Agent and its legal counsel:


 


(i)           
a certificate, dated as of the Amendment and Restatement Effective Date, signed by the chief financial officer of each Loan Party,
certifying as to compliance with the conditions precedent set forth in clauses (b) and (c) of this Section 3;


 


(ii)           a
certificate of each Loan Party, dated the Amendment and Restatement Effective Date and executed by its Secretary or Assistant Secretary,
which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance
of the Amendment and Restatement, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers
of such Loan Party authorized to sign the Amendment and Restatement, and (C) certify that attached thereto is the certificate or articles
of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan
Party and a true and correct copy of its by-laws or operating, management or partnership agreement.


 


(iii)           
a long form good standing certificate for each Loan Party from its jurisdiction of organization.


 


(iv)           
a legal opinion of McGuireWoods LLP , legal counsel for the Loan Parties; and


 


(v)          a
certificate attesting to the solvency of the Borrower and its Subsidiaries (taken as a whole) on the Amendment and Restatement Effective
Date, after giving effect to the transactions contemplated hereby, the incurrence of the New Commitments and any borrowings on the Amendment
and Restatement Effective Date, from the chief financial officer of the Borrower;


 


(e)                the
Borrower shall pay or cause to be paid (x) all accrued and unpaid interest and fees in respect of the Existing Loans as of the
Amendment and Restatement Effective Date, (y) all fees required to be paid by that certain Fee Letter, dated as of March 14, 2022,
by and between the Borrower and the Administrative Agent, and (z) all fees and expenses and reasonable out-of-pocket expenses
required to be paid by Section 7 below; and


 






    4 


     


    

 


(f)                
at least three Business Days prior to the Amendment and Restatement Effective Date, the Borrower and each of the other Loan Parties
shall have provided to the Administrative Agent or the Lenders the documentation and other information theretofore requested in writing
by the Administrative Agent or the Lenders at least five business days prior to the Amendment and Restatement Effective Date that is required
by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including
the USA PATRIOT Act.


 


SECTION
5.   Reference to and Effect on the Credit Agreement and the other Loan Documents.


 


(a)               
The Amended and Restated Credit Agreement, the other Amended Documents and each of the other Loan Documents, as specifically amended
by this Amendment and Restatement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.


 


(b)               
The execution, delivery and effectiveness of this Amendment and Restatement shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Amended and Restated Credit Agreement, the
other Amended Documents or any of the other Loan Documents, nor constitute a waiver of any provision of any of the Amended and Restated
Credit Agreement, the other Amended Documents or the other Loan Documents. On and after the Amendment and Restatement Effective Date,
this Amendment and Restatement shall for all purposes constitute a Loan Document.


 


(c)               
This Amendment and Restatement shall not extinguish the Loans or any other Obligations outstanding under the Amended and Restated
Credit Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding
under the Amended and Restated Credit Agreement, which shall remain outstanding after the Amendment and Restatement Effective Date as
modified hereby.


 


(d)               
The Borrower expressly acknowledges and agrees that (i) there has not been, and this Amendment and Restatement does not constitute
or establish, a novation with respect to the Original Credit Agreement, the Amended and Restated Credit Agreement or any other Loan Document,
or a mutual departure from the strict terms, provisions, and conditions thereof and (ii) nothing in this Amendment and Restatement shall
affect or limit the Administrative Agent’s or Lenders’ right to demand payment of liabilities owing from Borrower to Administrative
Agent or the Lenders under, or to demand strict performance of the terms, provisions and conditions of, the Amended and Restated Credit
Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Amended and Restated Credit Agreement
or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence
and continuance of an Event of Default under the Amended and Restated Credit Agreement or the other Loan Documents.


 


SECTION
6.   Reaffirmation.


 


(a)                Each
of the Borrower and each other Loan Party hereby (i) reaffirms its obligations under the Amended and Restated Credit Agreement, each
other Amended Document and each other Loan Document to which it is a party, in each case as amended by this Amendment and
Restatement, (ii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for the
benefit of the Secured Parties) pursuant to the Loan Documents and (iii) acknowledges and agrees that the grants of security
interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect
immediately after giving effect to this Amendment and Restatement.


 






    5 


     


    

 


(b)               
After giving effect to this Amendment and Restatement and the effectiveness of the Amended and Restated Credit Agreement and the
other Amended Documents, neither the modification of the Original Credit Agreement or the other Loan Documents effected pursuant to this
Amendment and Restatement, the Amended and Restated Credit Agreement and the other Amended Documents nor the execution, delivery, performance
or effectiveness of this Amendment and Restatement, the Amended and Restated Credit Agreement or the other Amended Documents impairs the
validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same
priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred.


 


SECTION
7.   Costs and Expenses. The Borrower hereby agrees to pay or reimburse the Administrative Agent for its reasonable and documented
out-of-pocket costs and expenses incurred in connection with this Amendment and Restatement in accordance with, and to the extent required
by, the terms and conditions of Section 9.03 of the Credit Agreement, including the fees, charges and disbursements of Weil, Gotshal &
Manges LLP, as counsel to the Administrative Agent and the Lenders.


 


SECTION
8.   Execution in Counterparts. This Amendment and Restatement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page of this Amendment and Restatement by telecopy, emailed .pdf or any other
electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed
counterpart of this Amendment and Restatement. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to any document to be signed in connection with this Amendment and Restatement and the transactions
contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.


 


SECTION
9.   Governing Law.


 


(a)               
This Amendment and Restatement shall be governed by and construed in accordance with the laws of the State of New York


 


(b)               
Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any
U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to this Amendment
and Restatement or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Amendment and Restatement shall affect any right that the Administrative Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Amendment and Restatement or the transactions contemplated hereby against
any Loan Party or its properties in the courts of any jurisdiction.


 






    6 


     


    

 


(c)               
 Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Amendment and Restatement and the transactions contemplated hereby in any court referred to in clause (b) of this Section 9.
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.


 


SECTION
10.   Waiver of Jury Trial. EACH PARTY HERETO HEREBY 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 AMENDMENT AND RESTATEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND RESTATEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
10.


 


SECTION
11.   Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation
of this Amendment and Restatement.


 


SECTION 12.   Amendment and Restatement.


 


(a)               
The Amendment and Restatement amends and restates the Original Credit Agreement in its entirety, with the parties hereby agreeing
that (i) there is no novation of the Original Credit Agreement and (ii) from and after the Amendment and Restatement Effective Date, the
rights and obligations of the parties under the Original Credit Agreement shall be subsumed and governed by the Amended and Restated Credit
Agreement.


 


(b)               
Each Loan Party that is party hereto hereby acknowledges that it has reviewed the terms and provisions of this Amendment and Restatement,
the Amended and Restated Credit Agreement and the other Amended Documents and consents to the amendment and restatement of the Original
Credit Agreement and the other Amended Documents effected pursuant to this Amendment and Restatement. Notwithstanding anything to the
contrary herein, each Loan Party that is party hereto acknowledges and agrees that (i) to the extent not amended and restated in connection
herewith, each Loan Document to which it is a party or otherwise bound shall continue in full force and effect in accordance with its
terms, (ii) all of its obligations under such Loan Documents shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment and Restatement, (iii) the Obligations (as defined in the Original Credit Agreement) of the
Borrowers and the other Loan Parties under the Original Credit Agreement and the other Loan Documents (in each case, as further amended
from time to time) that remain unpaid and outstanding as of the Amendment and Restatement Effective Date shall continue to exist under
and be evidenced by the Amended and Restated Credit Agreement and the other Loan Documents, (iv) all “Letters of Credit” (under
and as defined in the Original Credit Agreement) existing immediately prior to the Amendment and Restatement Effective Date shall continue
as Letters of Credit under the Amended and Restated Credit Agreement and (v) the Collateral and the Loan Documents shall continue to secure,
guarantee, support and otherwise benefit the Secured Obligations (as defined in the Original Credit Agreement) and the Secured Obligations
of the Borrower and the other Loan Parties under the Amended and Restated Credit Agreement, the other Amended Documents and the other
Loan Documents, in each case, as amended hereby.


 


[Signature Pages Follow]


 






    7 


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment and Restatement to be executed by their respective officers thereunto duly authorized, as of the date
first above written.


 


	 	EXLSERVICE HOLDINGS, INC.,
	 	as Borrower




 


		By:	/s/ Maurizio Nicolelli
	 	Name:	Maurizio Nicolelli
	 	Title:	Chief Financial Officer




 


	 	EXLSERVICE.COM, LLC,
	 	as a Loan Guarantor




 


		By:	/s/ Maurizio Nicolelli
	 	Name:	Maurizio Nicolelli
	 	Title:	Chief Financial Officer




 


	 	EXLSERVICE TECHNOLOGY SOLUTIONS, LLC,
	 	as a Loan Guarantor




 


		By:	/s/ Maurizio Nicolelli
	 	Name:	Maurizio Nicolelli
	 	Title:	Chief Financial Officer


 


	 	BUSINESS PROCESS OUTSOURCING, LLC,
	 	as a Loan Guarantor




 


		By:	/s/ Maurizio Nicolelli
	 	Name:	Maurizio Nicolelli
	 	Title:	Chief Financial Officer


 


	 	OUTSOURCE PARTNERS INTERNATIONAL INC.,
	 	as a Loan Guarantor




 


		By:	/s/ Maurizio Nicolelli
	 	Name:	Maurizio Nicolelli
	 	Title:	Chief Financial Officer


 


[Signature
Page to Amendment and Restatement (EXL 2022)]


 






     


     


    

 


	 	OVERLAND SOLUTIONS, LLC,
	 	as a Loan Guarantor




 


		By:	/s/ Maurizio Nicolelli
	 	Name:	Maurizio Nicolelli
	 	Title:	Chief Financial Officer


 


	 	clairvoyant AI, inc.,
	 	as a Loan Guarantor




 


		By:	/s/ Maurizio Nicolelli
	 	Name:	Maurizio Nicolelli
	 	Title:	Chief Financial Officer


 


[Signature
Page to Amendment and Restatement (EXL 2022)]


 






     


     


    

 


	 	CITIBANK, N.A.,
	 	individually as a Lender and as Administrative Agent




 


		By:	/s/ Tony Sood
	 	Name:	Tony Sood
	 	Title:	Director


 


[Signature
Page to Amendment and Restatement (EXL 2022)]


 






     


     


    

 


	 	PNC Bank, national association,
	 	as a Lender




 


		By:	/s/ Robert Zingaro
	 	Name:	Robert Zingaro
	 	Title:	Vice President


 


[Signature
Page to Amendment and Restatement (EXL 2022)]


 






     


     


    

 


	 	Bank OF AMERICA, n.a.,
	 	as a Lender





 


		By:	/s/ Jana L. Baker
	 	Name:	Jana L. Baker
	 	Title:	Senior Vice President


 


[Signature
Page to Amendment and Restatement (EXL 2022)]


 






     


     


    

 


	 	TD BANK, N.A.
	 	as a Lender




 


		By:	/s/ M. Bernadette Collins
	 	Name:	M. Bernadette Collins
	 	Title:	SVP


 


[Signature
Page to Amendment and Restatement (EXL 2022)]


 






     


     


    

 


	 	HSBC BANK USA, N.A.
	 	as a Lender 




 


		By:	/s/ Kyle O’Reilly
	 	Name:	Kyle O’Reilly
	 	Title:	Vice President


 


[Signature
Page to Amendment and Restatement (EXL 2022)]


 






     


     


    

 


	 	JPMORGAN CHASE BANK, n.a.,
	 	as a Lender




 


		By:	/s/ Gina Franceschini
	 	Name:	Gina Franceschini
	 	Title:	Authorized Officer


 


[Signature
Page to Amendment and Restatement (EXL 2022)]


 






     


     


    

 


SCHEDULE I


 


NEW REVOLVING COMMITMENTS


 


	Lender	 	Commitments	 
	Citibank, N.A.	 	$	75,000,000	 
	PNC Bank, National Association	 	$	75,000,000	 
	TD Bank, N.A.	 	$	75,000,000	 
	HSBC Bank USA, National Association	 	$	75,000,000	 
	JPMorgan Chase Bank, N.A.	 	$	50,000,000	 
	Bank of America, N.A.	 	$	50,000,000	 
	Total	 	$	400,000,000	 




 






     


     


    

 


EXHIBIT A


 


(See attached.)


 






     


     


    

 


Exhibit A


 





 



 


 


 


Amended
and restated CREDIT AGREEMENT


 


dated as of


 


April 18, 2022


 


among


 


EXLSERVICE
HOLDINGS, INC.,

as the Borrower,


 


the other Loan Parties party hereto,


 


the Lenders party hereto,


 


and


 


CITIBANK,
N.A.,


as Administrative Agent


 


 



 


CITIBANK,
N.A., PNC BANK, NATIONAL ASSOCIATION, TD BANK, N.A.

and HSBC BANK USA, NATIONAL ASSOCIATION,


as Joint Lead Arrangers,


 


CITIBANK,
N.A. and PNC BANK, NATIONAL ASSOCIATION,


as Joint Bookrunners,


 


and


 


JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA,
N.A.,


as Syndication Agents and Documentation Agents





 













    


     


    

  


TABLE OF CONTENTS


 


Page




	Article I              Definitions	1
	Section 1.01     Defined Terms	1
	Section 1.02     Classification of Loans and Borrowings	30
	Section 1.03     Terms Generally	30
	Section 1.04     Accounting Terms; GAAP	30
	Section 1.05     Status of Obligations	30
	Section 1.06     Rates	31
	Section 1.07     Divisions	31
	Article II            The Credits	31
	Section 2.01     Commitments	31
	Section 2.02     Loans and Borrowings	32
	Section 2.03     Requests for Borrowings	32
	Section 2.04     [Reserved]	33
	Section 2.05     [Reserved]	33
	Section 2.06     Letters of Credit	33
	Section 2.07     Funding of Borrowings	38
	Section 2.08     Interest Elections	38
	Section 2.09     Termination and Reduction of Commitments	39
	Section 2.10     Repayment of Loans; Evidence of Debt	40
	Section 2.11     Prepayment of Loans	41
	Section 2.12     Fees	41
	Section 2.13     Interest	42
	Section 2.14     Alternate Rate of Interest	43
	Section 2.15     Increased Costs	43
	Section 2.16     Break Funding Payments	44
	Section 2.17     Withholding of Taxes; Gross-Up	45
	Section 2.18     Payments Generally; Allocation of Proceeds; Sharing of Setoffs	48
	Section 2.19     Mitigation Obligations; Replacement of Lenders	50
	Section 2.20     Defaulting Lenders	51
	Section 2.21     Returned Payments	53
	Section 2.22     Amend and Extend Transactions	53
	Section 2.23     Increase of Commitments	54
	Section 2.24     Banking Services and Swap Agreements	55
	Section 2.25     Benchmark Replacement Setting	56
	Article III            Representations and Warranties	57
	Section 3.01     Organization; Powers	57
	Section 3.02     Authorization; Enforceability	57
	Section 3.03     Governmental Approvals; No Conflicts	57
	Section 3.04     Financial Condition; No Material Adverse Change	58
	Section 3.05     Properties	58



 






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Page


 


	Section 3.06     Litigation and Environmental Matters	58
	Section 3.07     Compliance with Laws and Agreements	58
	Section 3.08     Investment Company Status	58
	Section 3.09     Taxes	59
	Section 3.10     ERISA	59
	Section 3.11     Disclosure	59
	Section 3.12     Capitalization and Subsidiaries	59
	Section 3.13     Security Interest in Collateral	59
	Section 3.14     Federal Reserve Regulations	60
	Section 3.15     Anti-Corruption Laws and Sanctions	60
	Section 3.16     Common Enterprise	60
	Section 3.17     Not an Affected Financial Institution	60
	Article IV           Conditions	60
	Section 4.01     Conditions to Initial Loans	60
	Section 4.02     Each Credit Event	61
	Article V            Affirmative Covenants	61
	Section 5.01     Financial Statements and Other Information	61
	Section 5.02     Notices of Material Events	62
	Section 5.03     Existence; Conduct of Business	63
	Section 5.04     Payment of Taxes	63
	Section 5.05     Maintenance of Properties; Insurance; Casualty and Condemnation	63
	Section 5.06     Books and Records; Inspection Rights	64
	Section 5.07     Compliance with Laws	64
	Section 5.08     Use of Proceeds	64
	Section 5.09     Additional Collateral; Further Assurances	65
	Section 5.10     Anti-Corruption Laws and Sanctions	65
	Article VI           Negative Covenants	66
	Section 6.01     Indebtedness	66
	Section 6.02     Liens	68
	Section 6.03     Fundamental Changes	70
	Section 6.04     Investments, Loans, Advances, Guarantees and Acquisitions	70
	Section 6.05     Asset Dispositions; Sale and Leaseback Transactions	72
	Section 6.06     Swap Agreements	73
	Section 6.07     Restricted Payments	73
	Section 6.08     Transactions with Affiliates	73
	Section 6.09     Restrictive Agreements	74
	Section 6.10     Amendment of Material Documents	74
	Section 6.11     Financial Covenants	74



 






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Page 



	Article VII          Events of Default	75
	Article VIII         The Administrative Agent	78
	Section 8.01     Appointment	78
	Section 8.02     Rights as a Lender	78
	Section 8.03     Duties and Obligations	78
	Section 8.04     Reliance	79
	Section 8.05     Actions through Sub-Agents	79
	Section 8.06     Resignation	79
	Section 8.07     Non-Reliance	80
	Section 8.08     Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	81
	Section 8.09     Lenders Not Subject to ERISA	81
	Section 8.10     Erroneous Payment	81
	Section 8.11     Syndication Agents and Documentation Agents	83
	Article IX           Miscellaneous	84
	Section 9.01     Notices	84
	Section 9.02     Waivers; Amendments	86
	Section 9.03     Expenses; Indemnity; Damage Waiver	88
	Section 9.04     Successors and Assigns	89
	Section 9.05     Survival	92
	Section 9.06     Counterparts; Integration; Effectiveness; Electronic Execution	93
	Section 9.07     Severability	93
	Section 9.08     Right of Setoff	93
	Section 9.09     Governing Law; Jurisdiction; Consent to Service of Process	93
	Section 9.10     WAIVER OF JURY TRIAL	94
	Section 9.11     Headings	94
	Section 9.12     Confidentiality	95
	Section 9.13     Several Obligations; Nonreliance; Violation of Law	96
	Section 9.14     USA PATRIOT Act	96
	Section 9.15     Disclosure	96
	Section 9.16     Appointment for Perfection	96
	Section 9.17     Interest Rate Limitation	96
	Section 9.18     No Advisory or Fiduciary Responsibility	97
	Section 9.19     Acknowledgement and Consent to Bail-In of Affected Financial Institutions	97
	Section 9.20     Acknowledgment Regarding any Supported QFCs	97
	Article X            Loan Guaranty	98
	Section 10.01   Guaranty	98
	Section 10.02   Guaranty of Payment	98
	Section 10.03   No Discharge or Diminishment of Loan Guaranty	98
	Section 10.04   Defenses Waived	99



 






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Page


 



	Section 10.05   Rights of Subrogation	100
	Section 10.06   Reinstatement; Stay of Acceleration	100
	Section 10.07   Information	100
	Section 10.08   Termination	100
	Section 10.09   Taxes	100
	Section 10.10   Maximum Liability	100
	Section 10.11   Contribution	101
	Section 10.12   Liability Cumulative	101
	Section 10.13   Keepwell	102
	Section 10.14   Amendment and Restatement	102


 






    iv


     


    

 


SCHEDULES:


 


Commitment Schedule


 


	Schedule 1.01	—	Subordination Terms
	Schedule 3.12	—	Capitalization and Subsidiaries
	Schedule 6.01	—	Existing Indebtedness
	Schedule 6.02	—	Existing Liens
	Schedule 6.04	—	Existing Investments
	Schedule 6.08	—	Transactions with Affiliates
	Schedule 6.09	—	Restrictive Agreements




 


 EXHIBITS:




 


	Exhibit A	—	Form of Assignment and Assumption
	Exhibit B	—	Form of Compliance Certificate
	Exhibit C	—	Joinder Agreement
	Exhibit D	—	Form of Solvency Certificate
	Exhibit E - 1	—	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit E - 2	—	U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit E - 3	—	U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit E - 4	—	U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F	—	Form of Borrowing Request
	Exhibit G	—	Form of Notice of Continuation/Conversion




 






    v


     


    

 





THIS AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of April 18, 2022 (as it may be amended, restated, amended and restated or otherwise modified from time to
time, this “Agreement”), among EXLSERVICE HOLDINGS, INC., as the Borrower, the other Loan Parties party hereto from
time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and CITIBANK, N.A., as the
Administrative Agent.


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Borrower, the
Loan Parties, the lenders party thereto and Citibank N.A., as administrative agent, are parties to the Credit Agreement, dated as of November
1, 2017 (as amended by the First Amendment to Credit Agreement, dated as of July 2, 2018, by that Second Amendment to Credit Agreement,
dated as of October 1, 2018, and by the Third Amendment to Credit Agreement, dated as of April 16, 2021, and as further amended, restated,
amended and restated, supplemented or otherwise modified prior to giving effect to this Agreement on the date hereof, the “Original
Credit Agreement”);


 


WHEREAS, the Borrower and
the other Loan Parties have requested that the Lenders as of the date hereof agree to amend and restate the Original Credit Agreement
in its entirety, and the Lenders and the Issuing banks have indicated their willingness to provide Commitments and Letters of Credit,
as applicable, and amend and restate the Original Credit Agreement in its entirety, in each case, on the terms and subject to the conditions
set forth herein and in the Amendment and Restatement Agreement, dated as of April 18, 2022 (the “Amendment and Restatement”),
by and among the Borrower, the other Loan Parties, the Lenders and the Administrative Agent.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, the parties hereto agree that the Original Credit Agreement shall be amended
and restated in its entirety to read as set forth herein:


 


Article
I


 


Definitions


 


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


 


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


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of
50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger, amalgamation or consolidation
or any other combination with another Person (other than a Person that is a Subsidiary); provided, that the applicable Loan Party
is the surviving entity.


 


“Adjusted Covenant
Period” has the meaning assigned to such term in Section 6.11(b).


 


“Adjusted Term
SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus
(b) the Term SOFR Adjustment; provided, that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then
Adjusted Term SOFR shall be deemed to be the Floor.


 






    


     


    

 


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


 


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


 


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


 


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


 


“Aggregate Credit
Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders at such time.


 


“Agreement”
has the meaning assigned to such term in the introductory paragraph.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1⁄2 of 1% and (c) Adjusted Term SOFR for one month tenor in effect on such day plus
1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR shall
be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term
SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof,
then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference
to clause (c) above. In the event that that the Alternate Base Rate is less than zero, it shall be deemed to be zero for purposes
of this Agreement.


 


“Amendment and Restatement”
has the meaning assigned to such term in the preliminary statements to this Agreement.


 


“Amendment and Restatement
Effective Date” means the date on which the conditions to effectiveness of the Amendment and Restatement were first satisfied
or waived in accordance with the Amendment and Restatement. The Amendment and Restatement Effective Date occurred on April 18, 2022.


 


“Anti-Corruption
Laws” means all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to
time concerning or relating to bribery or corruption, including, but not limited to, the Foreign Corrupt Practices Act of 1977, as amended,
and the rules thereunder, and the UK Bribery Act.


 


“Applicable
Percentage” means, with respect to any Lender, (a) with respect to Loans and LC Exposure, a percentage equal to a fraction
the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate Commitment of all Lenders (if
the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of
the Aggregate Credit Exposure at that time); provided, that in the case of Section 2.20 when a Defaulting Lender shall
exist, any such Defaulting Lender’s Commitment shall be disregarded in the calculation, and (b) with respect to the Aggregate
Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure and the unused Commitments; provided,
that in the case of Section 2.20 when a Defaulting Lender shall exist, any such Defaulting Lender’s Commitment shall be
disregarded in the calculation.


 






    2


     


    

 


“Applicable Rate”
means, for any day, with respect to any ABR Loan or Term SOFR Loan, or with respect to the commitment fees payable hereunder, as the case
may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Adjusted Term SOFR Spread”
or “Unused Fee”, as the case may be, based upon the Borrower’s Total Net Leverage Ratio as of the most recent determination
date; provided, that until the delivery to the Administrative Agent, pursuant to Section 5.01, of the Borrower’s
consolidated financial information for the Borrower’s first fiscal quarter ending after the Amendment and Restatement Effective
Date, the “Applicable Rate” shall be the applicable rate per annum set forth below in Category II:


 


	Category	Total Net 
 Leverage Ratio	ABR Spread
 (Per Annum)	Adjusted Term SOFR
 Spread (Per Annum)	Unused Fee
 (Per Annum)
	I	≤ 0.75x	0.0 bps	87.5 bps	12.5 bps
	II	> 0.75x but

                                                                                 

                                                                                ≤ 1.25x  
	0.0 bps	100.0 bps	12.5 bps
	III	> 1.25x but  

                                                                                 

                                                                                ≤ 2.00x  
	12.5 bps	112.5 bps	15.0 bps
	IV	> 2.00x but

                                                                                 

                                                                                ≤ 2.50x  
	37.5 bps	137.5 bps	17.5 bps
	V	> 2.50x but

                                                                                 

                                                                                ≤ 3.00x  
	62.5 bps	162.5 bps	22.5 bps
	VI	> 3.00x	75.0 bps	175.0 bps	27.5 bps




 


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


 






    3


     


    

 


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


 


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


 


“Available Commitment”
means, at any time, the aggregate Commitments of all Lenders then in effect minus the Aggregate Credit Exposure at such
time.


 


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


 


“Available Tenor”
means, as of any date of determination with respect to any then-current Benchmark, as applicable, (x) if such Benchmark is a term rate,
any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to
this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that
is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to
this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is them-removed
from the definition of “Interest Period” pursuant to Section 2.25(d).


 


“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.


 


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


 


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


 


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


 






    4


     


    

 



 


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


 


“Benchmark”
means, initially, Adjusted Term SOFR or the then-current Benchmark; provided, that if a Benchmark Transition Event has occurred
with respect to Adjusted Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement
to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.25(a).


 


“Benchmark Replacement”
means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative
Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism
for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining
a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b)
the related Benchmark Replacement Adjustment; provided, that if such Benchmark Replacement as so determined would be less than
the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.


 


“Benchmark Replacement
Date” means the earliest to occur of the following events with respect to any then-current Benchmark:


 


(a)              
in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the
public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or published
component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such
component thereof; or


 


(b)                in
the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
published component used in eh calculation thereof) has been determined and announced by the regulatory supervisor for the
administrator of such Benchmark (or such component thereof) to be non-representative; provided, that such
non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and
even in any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.


 






    5


     


    

 


For the avoidance of doubt,
the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark
upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to any then-current Benchmark:


 


(a)              
a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(b)              
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority with jurisdiction over
the administrator for such Benchmark (or such component) , which states that the administrator of such Benchmark (or such component) has
ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor
of such Benchmark (or such component thereof); or


 


(c)              
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not,
or as of a specified future date will not be, representative.


 


For the avoidance of doubt,
 “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).


 


“Benchmark Transition
Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date
and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior
to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective
event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 


“Benchmark
Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred
if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan
Document in accordance with Section 2.25 and (b) ending at the time that a Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.25.


 






    6


     


    

 


“Beneficial Owner”
means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes, to whom such Tax
relates.


 


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


 


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


 


“Billing Statement”
has the meaning assigned to such term in Section 2.18(g).


 


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


 


“Borrower”
means ExlService Holdings, Inc., a Delaware corporation.


 


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


 


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


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law
to remain closed; provided, that, when used in connection with a Term SOFR Loan, the term “Business Day” shall
also exclude any day which is not a U.S. Government Securities Business Day.


 


“Capital Expenditures”
means, without duplication, any expenditure for any purchase or other acquisition of any asset which would be classified as a fixed or
capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP. Notwithstanding the
foregoing, Capital Expenditures shall not include, without duplication: (a) the consideration for any Permitted Acquisition, or any increase
in fixed or capital assets on such consolidated balance sheet attributable to Permitted Acquisitions, (b) capital expenditures to the
extent financed with the proceeds of any casualty insurance claim or condemnation proceeding or any asset sale permitted hereunder, (c)
capital expenditures to the extent financed with Indebtedness (other than the Loans and Letters of Credit) permitted hereunder, (d) capital
expenditures to the extent financed with the proceeds of the issuance of Equity Interests by the Borrower or any of its Subsidiaries permitted
hereunder so long as, and to the extent that, prior to such issuance the Borrower or such Subsidiary expressly designates in a written
statement to the Administrative Agent that the proceeds thereof will be used for capital expenditures, and (e) any such expenditures to
the extent the Borrower has received reimbursement in cash from a third party other than the Borrower or one or more of its Subsidiaries
(such as, for example, a landlord or a seller of assets pursuant to a Permitted Acquisition) and for which none of the Borrower or any
of its Subsidiaries has provided or is required to provide any specific consideration to such third party or other person for such reimbursements.


 






    7


     


    

 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP, it being understood that solely with respect to any change in GAAP after the Effective Date with respect
to the accounting for leases as either operating leases or capital leases, any lease that at the time it is entered into is not (or would
not be) a capital lease under GAAP as then in effect shall not be treated as a capital lease notwithstanding any such later change in
GAAP.


 


“Cash Equivalents”
means:


 


(a)              direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States
of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America),
in each case maturing within one year from the date of acquisition thereof;


 


(b)              investments in commercial paper maturing within one (1) year from the date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from S&P or from Moody’s;


 


(c)              investments in certificates of deposit, bankers’ acceptances and time deposits maturing within one (1) year from the date
of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by (i) any domestic
office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital
and surplus and undivided profits of not less than $500 million, or (ii) the State Bank of India (U.S. Branch) so long as the aggregate
amount of such investments described in this clause (ii) does not at any time exceed $30 million;


 


(d)             
fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a)
above and entered into with a financial institution satisfying the criteria described in clause (c) above;


 


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


 


(f)              marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public
instrumentality thereof maturing within one (1) year from the date of acquisition thereof and, at the time of acquisition, having one
of the two highest ratings obtainable from either S&P or Moody’s; and


 


(g)              investments made by foreign Subsidiaries of the Borrower consistent with the Borrower’s investment guidelines as approved
from time to time by the Borrower’s board of directors.


 


“Change in
Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in
effect on the date hereof) of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of the Borrower, or (b) the occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Borrower by Persons who were neither (i) nominated or approved by the board of directors of the
Borrower nor (ii) appointed by directors so nominated.


 






    8


     


    

 


“Change in Law”
means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a
party to this Agreement) of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority;
or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender
or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided,
that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all
requests, rules, guidelines, requirements 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.


 


“Charges”
has the meaning assigned to such term in Section 9.17.


 


“Citi”
means Citibank, N.A., a national banking association, in its individual capacity, and its successors.


 


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


 


“Collateral”
has the meaning given to “Collateral” in the Security Agreement.


 


“Collateral Documents”
means, collectively, the Security Agreement and any other documents granting a Lien upon the Collateral as security for payment of the
Secured Obligations.


 


“Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Loans and to acquire participations in Letters of Credit
hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Credit Exposure hereunder,
as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 or 2.23 and (b) assignments
by or to such Lender pursuant to Section 9.04. The amount of each Lender’s Commitment is set forth on the Commitment Schedule,
or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount
of the Lenders’ Commitments as of the Amendment and Restatement Effective Date is $400 million.


 


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


 


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


 


“Communications”
has the meaning assigned to such term in Section 9.01(d).


 


“Conforming
Changes” means with respect to either the use or administration of Adjusted Term SOFR or the use, administration, adoption
or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the
definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities
Business Day,” the definition of “Interest Period” or “Interest Payment Date” or any similar or
analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and
making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and
length of lookback periods, the applicability of Section 2.16 and other technical, administrative or operational matters)
that the Administrative Agent, following consultation with the Borrower, decides may be appropriate to reflect the adoption and
implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner
substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market
practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration
of any such rate exists, in such other manner of administration as the Administrative Agent, following consultation with the
Borrower, decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 






    9


     


    

 


“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.


 


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


 


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


 


“Covered Party”
has the meaning assigned to such term in Section 9.20(a).


 


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


 


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


 


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


 


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


 






    10


     


    

 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (or the granting
of any option or other right to do any of the foregoing), 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.


 


“Documentation Agents”
mean JPMorgan Chase Bank, N.A. and Bank of America, N.A. in their capacities as documentation agents.


 


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


 


“EBITDA”
means, for any period, the sum of:


 


(a)           Net Income for such period; plus


 


(b)           without duplication and to the extent deducted in determining Net Income for such period, the sum of:


 


(i)                
Interest Expense for such period;


 


(ii)               
federal, state, local and foreign income tax expense for such period;


 


(iii)              
all amounts attributable to depreciation and amortization expense for such period;


 


(iv)              
amortization of intangibles (including, but not limited to, goodwill) for such period;


 


(v)               
any extraordinary non-cash charges, expenses or losses for such period;


 


(vi)            non-cash compensation expenses, including as a result of any grant of equity or options to employees, officers, directors or contractors;


 


(vii)             (x) costs and expenses incurred on or prior to the Effective Date with respect to the Transactions and (y) fees, costs and expenses
incurred on or prior to the Amendment and Restatement Effective Date with respect to the Amendment and Restatement;


 


(viii)           
expenses, charges and losses incurred in such period and which are reimbursed in cash during such period by Persons (other than
the Borrower and its Subsidiaries) so long as such payments were not added in determining Net Income for such period;


 


(ix)              non-recurring fees, costs and expenses directly incurred during such period in connection with any of the following which are attempted,
whether or not consummated: any Permitted Acquisition and any related debt or equity offering undertaken in connection therewith (in respect
of which all or substantially all of the proceeds are intended to be used to pay the cash consideration for such Permitted Acquisition);


 






    11


     


    

 


(x)               
 non-cash purchase accounting adjustments made during such period;


 


(xi)              
all proceeds of business interruption insurance received during such period;


 


(xii)             
unrealized losses on financial derivatives recognized in such period in accordance with SFAS No. 133;


 


(xiii)            
any write-off or amortization made in such period of deferred financing costs or any write-down of assets or asset value carried
on the balance sheet of the Borrower or any of its Subsidiaries;


 


(xiv)           
any one-time restructuring charges incurred during such period (determined in accordance with GAAP);


 


(xv)            
the amount of any expected “run-rate” cost savings and synergies (collectively, “Expected Cost Savings”)
(net of actual amounts realized) that are reasonably identifiable and factually supportable (in the good faith determination of the Borrower)
related to any acquisition, disposition, restructuring or cost savings initiative; provided, that (A) such Expected Cost Savings
are expected by the Borrower in good faith to be realized within 12 months of the consummation of the event giving rise thereto and (B)
the aggregate amount of Expected Cost Savings shall not exceed 10% of EBITDA for the relevant period (calculated prior to giving effect
to such add-back); and


 


(xvi)            any other non-cash charges (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior
period); minus


 


(c)              without duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash
charges described in clause (a)(xvi) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income
for such period;


 


all calculated for the Borrower and its Subsidiaries
on a consolidated basis in accordance with GAAP. For the purposes of calculating EBITDA for any period of four consecutive fiscal quarters
(each, a “Reference Period”), (i) if at any time during such Reference Period the Borrower or any Subsidiary shall
have made any sale, transfer, or disposition of property, EBITDA for such Reference Period shall be reduced by an amount equal to the
EBITDA (if positive) attributable to the property that is the subject of such sale, transfer, or disposition, as applicable, for such
Reference Period or increased by an amount equal to the EBITDA (if negative) attributable thereto for such Reference Period, and (ii)
if during such Reference Period the Borrower or any of its Subsidiaries shall have made a Permitted Acquisition for which the EBITDA attributable
to the acquired Person or assets in connection therewith for the most recently ended four consecutive fiscal quarter period is greater
than $5 million, EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis as if such Permitted
Acquisition occurred on the first day of such Reference Period.


 


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


 


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


 






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


 


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


 


“Effective Date”
means November 21, 2017.


 


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


 


“Electronic System”
means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and
any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and
the Issuing Banks and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or
other security system.


 


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


 


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


 


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


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


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


 






    13


     


    

 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to make any “minimum
required contribution” (as defined in Section 430(a) of the Code) with respect to any Plan, at the time and in the amount provided
for in Section 430 of the Code; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or
Plans in a distress termination described in Section 4041(c) of ERISA or to appoint a trustee to administer any Plan; (f) the incurrence
by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.


 


“Erroneous Payment”
has the meaning assigned to it in Section 8.10(a).


 


“Erroneous Payment
Deficiency Assignment” has the meaning assigned to it in Section 8.10(d).


 


“Erroneous Payment
Impacted Class” has the meaning assigned to it in Section 8.10(d).


 


“Erroneous Payment
Return Deficiency” has the meaning assigned to it in Section 8.10(d).


 


“Erroneous Payment
Subrogation Rights” has the meaning assigned to it in Section 8.10(d).


 


“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.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


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


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a 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 a resident of, being organized under the laws of, or
having its principal office or, in the case of any Lender, its applicable 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, withholding Taxes
imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Note, Letter of
Credit, Commitment or other Loan Document pursuant to a law in effect on the date on which (i) such Lender acquires such interest in
the Loan, Note, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section
2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section
2.17, an amount that was due and payable, but not yet paid to (A) such Lender’s assignor immediately before such Lender
acquired the applicable interest in a Loan or Commitment or (B) such Lender immediately before it changed its lending office; (c)
Taxes attributable to such Recipient’s failure to comply with Section 2.17(f); and (d) any U.S. Federal withholding
Taxes imposed under FATCA.


 






    14


     


    

 


“Existing Letters
of Credit” means each letter of credit issued under the Original Credit Agreement and existing on the Amendment and Restatement
Effective Date.


 


“Existing Loans”
means outstanding “Loans” under and as defined in the Original Credit Agreement as in effect immediately prior to the Amendment
and Restatement Effective Date.


 


“Existing Obligations”
has the meaning assigned to such term in Section 10.14.


 


“Expected Cost Savings”
has the meaning assigned to such term in the definition of “EBITDA”.


 


“Extended Commitment”
means the Commitments, the maturity of which shall have been extended pursuant to Section 2.22.


 


“Extended Loans”
means any Loans made pursuant to the Extended Commitments.


 


“Extension”
has the meaning assigned to such term in Section 2.22(a).


 


“Extension Amendment”
means an amendment to this Agreement (which may, at the option of the Administrative Agent and Borrower, be in the form of an amendment
and restatement of this Agreement) among the Loan Parties, the applicable extending Lenders, the Administrative Agent and, to the extent
required by Section 2.22, the Issuing Bank implementing an Extension in accordance with Section 2.22.


 


“Extension Offer”
has the meaning assigned to such term in Section 2.22(a).


 


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


 


“Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.


 


“Financial Covenants”
means the covenants set forth in Section 6.11.


 


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


 






    15


     


    

 


“Floor”
means a rate of interest equal to 0.00%.


 


“First Amendment”
means that certain First Amendment to Credit Agreement, dated as of July 2, 2018, by the Borrower, the Loan Parties party thereto, the
Administrative Agent and the Lenders party thereto.


 


“First Amendment
Effective Date” means the date on which the conditions to effectiveness of the First Amendment were first satisfied or waived
in accordance with the First Amendment. The First Amendment Effective Date occurred on July 2, 2018.


 


“Foreign Lender”
means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“Funded Indebtedness”
means, with respect to any Person and without duplication, (i) all Indebtedness of such Person of the types referred to in clauses
(a), (b), (c), (d) (other than the portion thereof consisting of contingent or unliquidated earn-outs), (g)
and (j) of the definition of “Indebtedness” in this Section 1.01, (ii) all Indebtedness of others of the type
referred to in clause (i) of this definition secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) a Lien on, or payable out of the proceeds of production from, any property or asset of such Person, whether
or not the obligations secured thereby have been assumed by such Person and (iii) all Guarantees of such Person with respect to Indebtedness
of others of the type referred to in clause (i) of this definition. The Funded Indebtedness of any Person shall include the Funded
Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Funded Indebtedness provide that such Person is not liable therefor.


 


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


 


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


 


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


 


“Guaranteed Obligations”
has the meaning assigned to such term in Section 10.01.


 






    16


     


    

 


“Hazardous Materials”
means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous
materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,”
or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department
of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any
successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum, petroleum-related,
or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon
gas, radon, or a pesticide, herbicide, or any other agricultural chemical.


 


“Increasing Lender”
has the meaning assigned to such term in Section 2.23(a)(i).


 


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


 


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


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(b).


 


“Ineligible Institution”
means a (a) natural person, (b) a Defaulting Lender, (c) holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, a natural person or relative(s) thereof; provided, that, such holding company, investment vehicle or trust
shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments,
(y) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business
of making or purchasing commercial loans, and (z) has assets greater than $25 million and a significant part of its activities consist
of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business, or (d) a Loan
Party or a Subsidiary or other Affiliate of a Loan Party.


 


“Information”
has the meaning assigned to such term in Section 9.12.


 


“Interest
Coverage Ratio” means, at any date, the ratio of (a) EBITDA to (b) cash Interest Expense, all calculated for the period of
four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day
of the fiscal quarter most recently ended prior to such date).


 






    17


     


    

 


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


 


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


 


“Interest Payment
Date” means (a) with respect to any ABR Loan, the first Business Day of each January, April, July and October and the Maturity
Date, and (b) with respect to any Term SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is
a part and, in the case of a Term SOFR Borrowing with an Interest Period of more than three months’ duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period
and the Maturity Date.


 


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


 


“IRS” means
the United States Internal Revenue Service.


 


“Issuing Banks”
means, individually and collectively as the context may require, each Lender, in its capacity as an issuer of Letters of Credit hereunder,
and its successors in such capacity. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate. At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall
mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both
(or all) Issuing Banks, as the context may require.


 


“Joinder
Agreement” has the meaning assigned to such term in Section 5.09.


 


“LC Commitment”
has the meaning assigned to such term in the definition of “LC Sublimit”.


 


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


 






    18


     


    

 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements relating to Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such
time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 


“LC Sublimit”
means an aggregate amount equal to $20,000,000, subject to increase in accordance with Section 2.23 hereof, provided, that
as to any Issuing Bank, such Issuing Bank’s commitment to provide a portion of the LC Sublimit shall not exceed such Issuing Bank’s
Applicable Percentage (such amount as to any issuing Bank, its “LC Commitment”).


 


“Lead Arrangers”
means Citibank, N.A., PNC Bank, National Association, TD Bank, N.A. and HSBC Bank USA, National Association in their capacities as joint
lead arrangers.


 


“Lead Bookrunners”
means Citibank, N.A. and PNC Bank, National Association in their capacities as joint bookrunners.


 


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


 


“Letter of Credit”
means each Existing Letter of Credit and the other letters of credit issued pursuant to this Agreement, and the term “Letter of
Credit” means any one of them or each of them singularly, as the context may require.


 


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


 


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


 


“Loan Guarantor”
means (a) each of the Borrower’s wholly-owned Material Domestic Subsidiaries and (b) with respect to Secured Obligations owed by
any other Loan Party or other Subsidiary, the Borrower; provided, that subject to any administrative requirements of the Administrative
Agent, the Borrower may elect to add domestic Subsidiaries as Loan Guarantors so long as each such added Loan Guarantor complies with
Section 5.09 of this Agreement as if it were a newly acquired wholly-owned Material Domestic Subsidiary at the time of such designation.


 






    19


     


    

 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means the Borrower and each Loan Guarantor and their respective successors and assigns.


 


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


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, operations, or financial condition of the Borrower
and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under the Loan
Documents to which it is a party, (c) any material portion of the Collateral, or the Administrative Agent’s Liens (on behalf of
itself and the Lenders) on any material portion of the Collateral or the priority of such Liens (in each case subject to Liens permitted
pursuant to Section 6.02), or (d) the rights of or benefits available to the Administrative Agent, the Issuing Banks or the
Lenders thereunder.


 


“Material Domestic
Subsidiary” means (i) any domestic Subsidiary of the Borrower whose total assets, as of any date of determination, have a book
value equal to or greater than $50 million, and (ii) any domestic Subsidiary of the Borrower having a direct Subsidiary that is a Material
Domestic Subsidiary or Material Foreign Subsidiary.


 


“Material Foreign
Subsidiary” means any foreign Subsidiary of the Borrower whose total assets, as of any date of determination, have a book value
equal to or greater than $30 million.


 


“Material Indebtedness”
means any Indebtedness (other than the Loans and Letters of Credit), or any obligations under Swap Agreements, of any one or more of the
Borrower and its Subsidiaries in an aggregate principal amount exceeding $15 million. For purposes of determining Material Indebtedness,
the aggregate principal amount of “obligations” of the Borrower or any Subsidiary in respect of any Swap Agreement at any
time shall be the aggregate amount that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated
at such time and after giving effect to any rights available under applicable laws or agreements with regard to collateral, netting, setoff
or similar rights.


 


“Maturity Date”
means the earliest to occur of (a) April 18, 2027, (b) any earlier date on which the Commitments are reduced to zero or otherwise terminated
pursuant to the terms hereof and (c) the date that the Loans, if any, are declared due and payable pursuant to Article VII hereof;
provided, that individual Lenders may elect to extend the Maturity Date applicable to their Loans and Commitments pursuant to the
terms and conditions of Section 2.22.


 


“Maximum Liability”
has the meaning assigned to such term in Section 10.10.


 


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


 


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


 


“Net
Income” means, for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided, that there shall be excluded from such net income (to the extent
otherwise included therein), without duplication: (a) the income (or deficit) of any Person accrued prior to the date it becomes a
Subsidiary or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person
(other than a Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any
such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or
Requirement of Law applicable to such Subsidiary.


 






    20


     


    

 


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


 


“Non-Paying Guarantor”
has the meaning assigned to such term in Section 10.11.


 


“Note”
and “Notes” have the meanings assigned to such terms in Section 2.10(e).


 


“Notice of Increase”
has the meaning assigned to such term in Section 2.23(a)(i).


 


“Obligated Party”
has the meaning assigned to such term in Section 10.02.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and
liabilities of any of the Borrower and its Subsidiaries to any of the Lenders, the Administrative Agent, any Issuing Bank or any indemnified
party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise,
arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or
other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.


 


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


 


“Off-Balance Sheet
Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable
sold by such Person (other than any customary repurchase obligations resulting from a breach of representations and warranties, covenants,
servicing obligations and indemnities under a securitization facility), (b) any indebtedness, liability or obligation under any so-called
 “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect
to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability
on the balance sheets of such Person (other than operating leases) but does constitute an off-balance sheet liability under GAAP.


 


“Original Credit
Agreement” has the meaning assigned to such term in the preliminary statements to this Agreement.


 


“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 Taxes (other than a connection solely arising from such Recipient having executed, delivered, become
a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any
other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or any 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 2.19).


 






    21


     


    

 


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


 


“Participant”
has the meaning set forth in Section 9.04.


 


“Participant Register”
has the meaning set forth in Section 9.04.


 


“Paying Guarantor”
has the meaning assigned to such term in Section 10.11.


 


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


 


“Periodic Term SOFR
Determination Day” has the meaning specified in the definition of “Term SOFR” set forth in this Section 1.01.


 


“Permitted Acquisition”
means any Acquisition in which each of the following conditions is satisfied:


 


(a)                
the Person or business which is the subject of such Acquisition is in a similar or complimentary line of business as those of the
Borrower and its Subsidiaries on the Effective Date;


 


(b)               
all governmental, corporate and material third-party approvals and consents necessary in connection with such Acquisition shall
have been obtained and be in full force and effect;


 


(c)                
if acquiring a Person, unless such Person is contemporaneously merged with and into the Borrower or a Subsidiary of the Borrower,
such Person becomes a wholly owned direct or indirect Subsidiary of the Borrower and, simultaneously with such Acquisition, a Loan Party
to the extent required by Section 5.09, with such Person’s Equity Interests being pledged as Collateral to the extent required
by Section 5.09;


 


(d)               
such Acquisition shall be consummated in accordance with the terms of the purchase or acquisition agreement executed in connection
therewith and with all other material agreements, instruments and documents implementing such Acquisition and in compliance with applicable
law and regulatory approvals;


 


(e)                
no Default or Event of Default shall have occurred and be continuing or would result therefrom and all representations and warranties
contained in this Agreement shall be true and correct in all material respects on the date of the consummation of such Acquisition, except
to the extent that any such representation or warranty specifically refers to an earlier date, in which case they shall be true and correct
in all material respects as of such earlier date; and


 


(f)                
after giving effect to such Acquisition (including the incurrence, assumption or acquisition of any Indebtedness in connection
therewith) the Total Net Leverage Ratio, calculated on a pro forma basis as if such Acquisition had been consummated at the beginning
of such period, shall not exceed 3.00:1.00 (or, if the Borrower has elected an Adjusted Covenant Period with respect to such Acquisition,
3.50:1:00).


 






    22


     


    

 


“Permitted Encumbrances”
means:


 


(a)                
 Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;


 


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


 


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


 


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


 


(e)                
judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;


 


(f)               
easements, covenants, conditions, zoning restrictions, rights-of-way, minor defects or other irregularities in title and/or similar
encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations
and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower
or any Subsidiary; and


 


(g)               
Liens on any interest or title of a lessor in property leased by the Borrower or any Subsidiary;


 


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


 


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


 


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


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its prime rate in effect at its principal
offices in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced
as being effective.


 


“Projections”
has the meaning assigned to such term in Section 5.01(e).


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10 million at the time the relevant Loan Guaranty
or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person
as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder
and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






    23


     


    

 






“Qualifying Material
Acquisition” means any Permitted Acquisition, if the aggregate consideration paid or to be paid in respect of such Permitted
Acquisition exceeds $75,000,000 and the Borrower has designated such Permitted Acquisition as a “Qualifying Material Acquisition”
by written notice to the Administrative Agent within thirty (30) days following the consummation of a Permitted Acquisition, together
with a description of such Permitted Acquisition, which shall include the name of the acquired target or a summary description of the
acquired assets and shall confirm that the aggregate purchase price for such Permitted Acquisition exceeds $75,000,000. For the avoidance
of doubt, once any Permitted Acquisition has been so designated as a Qualifying Material Acquisition, it may be designated as any other
Qualifying Material Acquisition.


 


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


 


“QFC Credit Support”
has the meaning assigned to such term in Section 9.20.


 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination thereof (as the context
requires).


 


“Reference Period”
has the meaning assigned to such term in the definition of “EBITDA”.


 


“Refinancing”
has the meaning assigned to such term in Section 4.01(m).


 


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


 


“Related Fund”
means with respect to any Person that is an investment fund, any other investment fund that invests in securities and that is managed
or advised by the same investment advisor as such Person or by an Affiliate of such investment advisor.


 


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


 


“Related Indemnitee
Parties” shall mean with respect to any specified Indemnitee, such Indemnitee’s controlled Affiliates and the respective
officers, directors, employees, advisors, agents or other representatives of such Indemnitee or such Indemnitee’s controlled Affiliates
acting at the direction of such Indemnitee.


 


“Release”
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing
or dumping of any substance into the environment.


 


“Relevant Governmental
Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“Requested Increase
Amount” has the meaning assigned to such term in Section 2.23(a)(i).


 


“Requested Increase
Date” has the meaning assigned to such term in Section 2.23(a)(i).


 


“Required Lenders”
means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposure and unused Commitments representing more than 50% of
the sum of the total Credit Exposure and unused Commitments at such time.


 






    24


     


    

 


“Requirement of Law”
means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or operating,
management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute, law (including
common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or
court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of
its property or to which such Person or any of its property is subject.


 


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


 


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


 


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


 


“Sanctioned Country”
means, at any time, a country or territory which is the subject or target of any Sanctions.


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European Union
or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person majority-owned or controlled
by any such Person or Persons described in the foregoing clause (a) or (b).


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.


 


“Secured Banking
Services Obligations” has the meaning given to such term in the definition of “Secured Obligations.”


 


“Secured
Obligations” means all Obligations, together with all (i) Banking Services Obligations; provided, that no Banking
Services Obligations (other than Banking Services Obligations owing to the Administrative Agent) shall constitute “Secured
Obligations” unless the Borrower and the applicable Secured Party shall each have provided written notice to the
Administrative Agent (with a copy of such written notice sent by email to secured.designationnotice@citi.com) (such Banking Services
Obligations, “Secured Banking Services Obligations”), (ii) Swap Agreement Obligations owing to any Person that,
at the time of entering into such arrangement with a Loan Party or any Subsidiary, was the Administrative Agent, a Lender or an
Affiliate thereof, in each case, with respect to such Swap Agreement Obligations, to the extent designated by the Borrower in a
written statement to the Administrative Agent (with a copy of such written notice sent by email to
secured.designationnotice@citi.com) as constituting Secured Obligations (such Swap Agreement Obligations, “Secured Swap
Agreement Obligations”) and (iii) Erroneous Payment Subrogation Rights; provided, however, that the
definition of “Secured Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by
any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations
of any Guarantor.


 






    25


     


    

 


“Secured Parties”
means the Administrative Agent, each Lender, each Issuing Bank and each other provider of Secured Obligations as permitted pursuant to
the definition thereof.


 


“Secured Swap Agreement
Obligations” has the meaning given to such term in the definition of “Secured Obligations.”


 


“Security Agreement”
means that certain Pledge and Security Agreement, dated as of the Effective Date, among the Borrower, each Domestic Subsidiary of the
Borrower party thereto from time to time, and the Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the
other Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any Loan Party (as
required by this Agreement or any other Loan Document), as the same may be amended, restated, amended and restated, supplemented or otherwise
modified from time to time.


 


“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Adjustment”
means, (a) for any calculation with respect to ABR Loans, a percentage per annum equal to 0.10% and (b) for any calculation with respect
to Term SOFR Loans, a percentage per annum equal to (i) 0.10% for Term SOFR Loans with an Interest period of one month, (ii) 0.15% for
Term SOFR Loans with an Interest Period of three months and (iii) 0.25% for Term SOFR Loans with an Interest Period of six months.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“Specified Default”
means an Event of Default under clauses (a), (b), (h), (i) or (j) of Article VII.


 


“Subordinated Indebtedness”
of a Person means any Indebtedness of such Person the payment of which is at all times subordinated to payment of the Obligations in accordance
with the terms set forth on Schedule 1.01.


 


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


 


“Subsidiary”
means any direct or indirect subsidiary of the Borrower or a Loan Party, as applicable.


 


“Supported QFC”
has the meaning assigned to such term in Section 9.20.


 






    26


     


    

 


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


 


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


 


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


 


“Syndication Agents”
mean JPMorgan Chase Bank, N.A. and Bank of America, N.A. in their capacities as syndication agents.


 


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


 


“Term SOFR”
means, 


 


(a)               
for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest
Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business
Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however,
that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable
tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate
has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the
first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term
SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to such Periodic Term SOFR Determination Day, and


 


(b)                for
any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such
day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on
any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR
Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be
the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long
as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days
prior to such ABR SOFR Determination Day.


 






    27


     


    

 


“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative
Agent in its reasonable discretion).


 


“Term SOFR Borrowing”
means, as to any Borrowing, the Term SOFR Loans compromising such Borrowing.


 


“Term SOFR Loan”
means a Loan that bears interest at a rate based on the Adjusted Term SOFR other than pursuant to clause (c) of the definition of “Alternate
Base Rate”.


 


“Term SOFR
Reference Rate” means the forward-looking term rate based on SOFR.


 


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


 


“Total Net Leverage
Ratio” means, as of any date, the ratio of (a) (x) Total Funded Indebtedness on such date less (y) the aggregate
amount of Unrestricted Cash and Cash Equivalents of the Borrower and its Subsidiaries on deposit in accounts in the United States, as
of such date in an aggregate amount not to exceed $100 million to (b) EBITDA for the period of four consecutive fiscal quarters ended
on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended
prior to such date).


 


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


 


“Transfer Pricing
Transactions” means transactions between the Borrower and/or the Loan Parties and their respective Subsidiaries and Affiliates,
pursuant to which the parties to such transactions periodically invoice and remunerate each other for products and services provided to
or exchanged among such parties, all upon such terms and prices (and subject to such mark-ups) as are consistent with the Borrower’s
and its Subsidiaries’ and their respective Affiliates’ customary transfer pricing methods.


 


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


 


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


 


“UK Bribery Act”
means the UK Bribery Act of 2010.


 


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


 






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


 


“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


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


 


“Unrestricted Cash
and Cash Equivalents” means, at any date, the cash and Cash Equivalents of the Loan Parties that are (or would be) included
on the balance sheet of the Borrower as of such day which are not identified on the balance sheet of the Loan Parties as “restricted”
in accordance with GAAP and which are free and clear of all Liens (other than non-consensual liens and liens in favor of the Secured Parties
pursuant to the Collateral Documents to secure the Secured Obligations, in each case, permitted under Section 6.02).


 


“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.


 


“U.S. Special Resolution
Regimes” has the meaning assigned to such term in Section 9.20.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“USA PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.


 


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


 


“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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Section
1.02              
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Type (e.g., a “Term SOFR Loan”).


 


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


 


Section
1.04              
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if after the Effective Date there occurs
any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application
thereof (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for
such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith.


 


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


 






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Section
1.06              
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with
respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base
Rate, Adjusted Term SOFR, Term SOFR or SOFR, or any component definition thereof or rates referred to in the definition thereof, or any
alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics
of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value
or economic equivalence of, or have the same volume or liquidity as, Alternate Base Rate, Adjusted Term SOFR, Term SOFR or SOFR or any
other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes.
The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Alternate
Base Rate, Adjusted Term SOFR, Term SOFR or SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement)
or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain Alternate Base Rate, Adjusted Term SOFR, Term SOFR, SOFR or any other Benchmark,
in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity
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 calculation of any such rate (or component
thereof) provided by any such information source or service.


 


Section
1.07              
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
on the first date of its existence by the holders of its Equity Interests at such time.


 


Article
II


 


The Credits


 


Section
2.01              
Commitments. Subject to the terms and conditions set forth herein, (a) all Existing Loans made to the Borrower shall
be deemed to have been made pursuant hereto and, upon the Amendment and Restatement Effective Date, shall continue as Loans made to the
Borrower hereunder in accordance with Section 2.02(e) and (b) each Lender severally agrees to make Loans to the Borrower from time
to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Credit Exposure exceeding
such Lender’s Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Loans.


 






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Section
2.02              
Loans
and Borrowings.


 


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


 


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


 


(c)               
At the commencement of each Interest Period for any Term SOFR Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $500,000 and not less than $1 million. At the time that each ABR Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of $100,000 and not less than $1 million; provided, that an ABR Borrowing may
be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of more than one Type may be outstanding at the same time;
provided, that there shall not at any time be more than a total of eight (8) Term SOFR Borrowings outstanding.


 


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


 


(e)               
For purposes of facilitating the continuation of Existing Loans hereunder, the parties hereto hereby agree that such Existing Loans
shall be subject to a cashless settlement mechanism and other purchases and sales of interests in such Loans among the Lenders whereby
the Borrower shall be deemed to have borrowed from all or certain of the Lenders and/or prepaid Loans of all or certain of the Lenders
such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held
by the Lenders ratably in accordance with their respective Commitments.


 


Section
2.03              
Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request
either in writing (delivered by hand or fax) in a form approved by the Administrative Agent and signed by the Borrower or by telephone
(such request a “Borrowing Request”) (a) in the case of a Term SOFR Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 1:00
p.m., New York City time, on the date of the proposed Borrowing; provided, that any such notice of an ABR Borrowing to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly
by hand delivery or fax to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and
signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with
Section 2.01:


 


(i)              
 the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;


 








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


 


(iii)            
whether such Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing; and


 


(iv)             
in the case of a Term SOFR, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition
of the term “Interest Period.”


 


If no election as to the Type
of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to
any requested Term SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each
Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


Section
2.04              
[Reserved].


 


Section
2.05              
[Reserved].


 


Section
2.06              
Letters of Credit.


 


(a)                General.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of (and the Issuing Bank shall issue)
Letters of Credit, in an amount up to the applicable Issuing Bank’s LC Commitment, denominated in dollars as the applicant
thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the applicable Issuing
Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted
by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter
of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this clause (a),
the Borrower will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of
interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in
respect of such Letter of Credit (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a
guarantor or surety of the obligations of such Subsidiary that is an account party in respect of any such Letter of Credit).
Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue,
any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with
any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, in either
such case, in violation of any such Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to
this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to
enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or
any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing
Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Amendment and Restatement
Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the
Amendment and Restatement Effective Date and which the Issuing Bank in good faith deems material to it, or (iii) if the issuance of
such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; provided,
that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation
thereof, and (y) all requests, rules, guidelines, requirements 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 not to be in effect on the Amendment and Restatement
Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented


 






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(b)               
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or
the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic
communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the
Administrative Agent (reasonably in advance of, but in any event no less than three (3) Business Days prior to the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with clause (c) of this Section 2.06) and whether such
Letter of Credit shall contain automatic extension or renewal provisions, the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard
form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed the LC Sublimit, (ii) the aggregate
face amount of all Letters of Credit issued by the applicable Issuing Bank would exceed such Issuing Bank’s LC Commitment and (iii) the
Aggregate Credit Exposure shall not exceed the aggregate Commitments of all Lenders. Subject to this Section 2.06, all Existing Letters
of Credit shall continue to be issued pursuant hereto and shall continue to be subject to and governed by the terms of this Agreement,
and the ratable share of each Lender’s participation in Existing Letters of Credit shall be calculated ratably in accordance with
their Commitments.


 


(c)               
Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the applicable
Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any one-time renewal or extension thereof, including, without limitation,
any automatic renewal provision, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior
to the Maturity Date. Each Letter of Credit with automatic extension or renewal provisions shall, subject to the right of the respective
Issuing Bank to terminate such automatic renewal in accordance with the terms of such Letter of Credit upon the occurrence of an Event
of Default, be automatically renewed for a successive one-year period on each anniversary of the date of the issuance of such Letter of
Credit, until cancelled by the Borrower by notice to the applicable Issuing Bank in accordance with the terms of such Letter of Credit
agreed upon at the time such Letter of Credit is issued; provided, that such Letter of Credit shall expire at or prior to the close
of business on the date that is five (5) Business Days prior to the Maturity Date if not earlier cancelled.


 






    34


     


    

 


(d)               
 Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof)
and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender,
and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing,
each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such
Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date
due as provided in clause (e) of this Section 2.06, or of any reimbursement payment required to be refunded to the Borrower
for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments,
and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)               
Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York
City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior
to such time on the day of receipt; provided, that, if such LC Disbursement is not less than $500,000, the Borrower may, subject
to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an
ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged
and replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify
each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable
Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage
of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such
Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by
the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment
to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing
Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph
to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute
a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 


(f)                 Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in clause (e) of this Section
2.06 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii)
payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the
terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this Section 2.06, constitute a legal or equitable discharge of, or provide a right of
setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor
any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice
or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any
error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided,
that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct
damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to
exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.
The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as
finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such
determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents
are not in strict compliance with the terms of such Letter of Credit.


 






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


 


(h)               
Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable
to ABR Loans and such interest shall be payable on the date when such reimbursement is due; provided, that, if the Borrower fails
to reimburse such LC Disbursement when due pursuant to clause (e) of this Section 2.06, then Section 2.13(c)
shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest
accrued on and after the date of payment by any Lender pursuant to clause (e) of this Section 2.06 to reimburse such Issuing
Bank shall be for the account of such Lender to the extent of such payment.


 


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


 






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(j)                
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives
notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower
shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving
Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure as of such
date plus 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 with respect to the Borrower described in clause (h) or (i) of Article VII. Such
deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower
hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s
risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral
Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations.
If the Borrower 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 Borrower within three Business Days after all such Defaults have
been cured or waived.


 


(k)               
Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank
shall, in addition to its notification obligations set forth elsewhere in this Section 2.06, report in writing to the Administrative
Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters
of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations
and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends any
Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended,
renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts
thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such
LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such
Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement, 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 Issuing Bank.


 


(l)                 LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of
any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the
maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount
is in effect at the time of determination.


 






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Section
2.07              
Funding of Borrowings.


 


(a)               
Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available
funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders in an amount equal to such Lender’s Applicable Percentage. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative
Agent and designated by the Borrower in the applicable Borrowing Request; provided, that ABR Loans made to finance the reimbursement
of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Banks.


 


(b)               
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any 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 clause (a) of this Section 2.07 and may,
in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.


 


Section
2.08              
Interest Elections.


 


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


 


(b)               
To make an election pursuant to this Section 2.08, the Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing
of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the Borrower.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(e)               
If the Borrower fails to deliver a timely Interest Election Request with respect to a Term SOFR Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and
is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event
of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Term SOFR Borrowing and (ii) unless repaid,
each Term SOFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


Section
2.09              
Termination and Reduction of Commitments.


 


(a)               
Unless previously terminated, all Commitments shall terminate on the Maturity Date.


 


(b)               
The Borrower may at any time, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the
payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation
and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative
Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative
Agent and the applicable Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the
accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid
interest thereon.


 


(c)                The
Borrower may from time to time, without (subject to Section 2.16) premium or penalty, reduce the Commitments; provided,
that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1 million and not less than $5
million, and (ii) the Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.10, the Aggregate Credit Exposure would exceed the aggregate Commitments of all Lenders.


 






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(d)               
The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under clause (b)
or (c) of this Section 2.09 at least three (3) Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise
the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable;
provided, that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon
the effectiveness of other credit facilities or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.


 


Section
2.10              
Repayment of Loans; Evidence of Debt.


 


(a)               
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan on the Maturity Date.


 


(b)               
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.


 


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


 


(d)               
The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.10 shall be prima
facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender or
the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement; provided, further, that in the event of a conflict between
the entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.10 and the Register,
the Register shall govern.


 


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


 






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Section
2.11              
Prepayment of Loans.


 


(a)          The
Borrower shall have the right at any time and from time to time, without (subject to Section 2.16) premium or penalty, to prepay
any Borrowing in whole or in part, subject to prior notice in accordance with clause (c) of this Section 2.11.


 


(b)          In
the event and on such occasion that the Aggregate Credit Exposure exceeds the aggregate Commitments of all Lenders, the Borrower shall
prepay the Loans and/or cash collateralize the LC Exposure in an aggregate amount equal to such excess.


 


(c)          The
Borrower shall notify the Administrative Agent by telephone (confirmed by fax) of any prepayment hereunder (i) in the case of prepayment
of a Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in
the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof
to be prepaid; provided, that, if a notice of prepayment is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.13.


 


Section
2.12              
Fees.


 


(a)           The
Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than a Defaulting Lender, subject to Section
2.20) a commitment fee, which shall accrue at the Commitment Fee Rate set forth in the definition of Applicable Rate on the average
daily amount of the Available Commitment of such Lender during the period from and including the Amendment and Restatement Effective
Date to but excluding the date on which the Commitments terminate. Accrued commitment fees shall be payable in arrears on the first Business
Day of each January, April, July and October and on the date on which the Commitments terminate, commencing on the first such date to
occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed.


 


(b)          The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender, subject to Section
2.20) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate
used to determine the interest rate applicable to Term SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment and Restatement
Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender
ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per
annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during
the period from and including the Amendment and Restatement Effective Date to but excluding the later of the date of termination of the
Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the first Business Day
of each of each January, April, July and October following such last day, commencing on the first such date to occur after the Amendment
and Restatement Effective Date; provided, that all such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing
Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.


 






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


 


(d)          All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing
Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees
paid shall not be refundable under any circumstances.


 


Section
2.13              
Interest.


 


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


 


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


 


(c)          Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder
is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section 2.13 or (ii) in the case of any other amount, 2% plus the
rate applicable to ABR Loans as provided in clause (a) of this Section 2.13.


 


(d)          Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar quarter) shall be payable in arrears on each
Interest Payment Date for such Loan and upon termination of the Commitments; provided, that (i) interest accrued pursuant to clause
(c) of this Section 2.13 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term SOFR Loan prior to
the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(e)          All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last day). The Alternate Base Rate or Adjusted Term SOFR shall
be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


(f)           Adjusted
Term SOFR Conforming Changes. In connection with the use or administration of Adjusted Term SOFR, 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 or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness
of any Conforming Changes in connection with the use or administration of Adjusted Term SOFR.


 






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Section
2.14              
Alternate Rate of Interest. Subject to Section 2.26:


 


(a)          the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining Adjusted Term SOFR, Term SOFR or SOFR, as applicable, for any Interest Period, if applicable, or with respect
to any Term SOFR Loans; or


 


(b)          the Administrative Agent is advised by the Required Lenders Adjusted Term SOFR, Term SOFR or SOFR, as applicable, for such Interest
Period, if applicable, or with respect to any Term SOFR Loan will not adequately and fairly reflect the cost to such Lenders (or Lender)
of making or maintaining their Loans (or its Loan) included in such Borrowing (including, in respect of Term SOFR Loans, for such Interest
Period);


 


then the Administrative Agent
shall give notice thereof to the Borrower and the Lenders by electronic communication as provided in Section 9.01 as promptly as
practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to
such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any
Borrowing as, a Term SOFR Loan shall be ineffective and any such Term SOFR Borrowing shall be repaid or converted on the last day of the
then current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Term SOFR Borrowing, such Borrowing shall
be made as an ABR Borrowing.


 


Section
2.15              
Increased Costs.


 


(a)           If
any Change in Law shall:


 


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


 


(ii)              
impose on any Lender or any Issuing Bank or the applicable interbank market any other condition, cost or expense affecting this
Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation therein (except for Taxes which are covered
by Sections 2.17 and 10.09 and changes in the rate of tax on the overall net income of such Lender); or


 


(iii)            
subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters
of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


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


 






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


 


(c)           A
certificate of a Lender or the applicable Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such
Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.15
shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing
Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)          Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to clauses (a), (b) and (c)
of this Section 2.15 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation;
provided, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section 2.15
for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such
Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.


 


Section
2.16               Break
Funding Payments. In the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Term SOFR Loan other
than on the last day of an Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term SOFR
Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section
2.09(d) and is revoked in accordance therewith), or (d) the assignment of any Term SOFR Loan other than on the last day of
an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any
such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (which shall not
include any loss of margin or Applicable Rate). In the case of a Term SOFR Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at Adjusted Term SOFR that would have been applicable to
such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case
of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the
amount of interest (as reasonably determined by such Lender) which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the applicable market arising from the liquidation or redeployment of funds or from any fees
payable. A certificate of any Lender setting forth, in reasonable detail, any amount or amounts that such Lender is entitled to
receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 






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Section
2.17              
Withholding of Taxes; Gross-Up.


 


(a)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith
discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding
agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax,
then the sum payable by such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives
an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)         Payment
of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


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


 


(d)          Indemnification
by the Loan Parties. The Loan Parties shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount
of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section
2.17) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error.


 


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


 






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(f)           Status
of Lenders.


 


(i)                
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law and at the time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable
law or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will
enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission
of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below)
shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender; provided,
that in such case the Lender shall indemnify the Borrower and the Administrative Agent from any and all liabilities arising therefrom.


 


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


 


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


 


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


 


(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 originals of IRS Form W-8BEN or 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 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;


 






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(2)               
 in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed
originals 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 E-1 to the effect that such Foreign Lender is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or


 


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


 


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


 


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


 


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


 






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(g)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant
to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this clause (g), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this clause (g) the payment of which would place the indemnified party in a less favorable net after-Tax position
than the indemnified party 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 giving rise to such refund had never been paid.
This clause (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information
relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(h)          Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document.


 


(i)           Defined
Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable
law” includes FATCA.


 


(j)           Without
Duplication. For the avoidance of doubt, no Loan Party shall be required to gross-up or indemnify a Recipient pursuant to this Section
2.17 for any Taxes to the extent another Loan Party has already grossed-up or indemnified such Recipient, or pay any Other Taxes
to the extent another Loan Party has already paid such Other Taxes to the relevant Governmental Authority.


 


Section
2.18              
Payments Generally; Allocation of Proceeds; Sharing of Setoffs.


 


(a)          The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements,
or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 3:00 p.m., New York City time, on
the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent to one or more accounts as it may designate to the Borrower
in writing from time to time, except payments to be made directly to an Issuing Bank as expressly provided herein and except that payments
pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall
be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. All payments hereunder shall be made in dollars.


 






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


 


Notwithstanding the foregoing,
Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the application described
above and paid in clause sixth if the Administrative Agent has not received written notice thereof, together with such supporting
documentation as the Administrative Agent may have reasonably requested from the applicable provider of such Banking Services or Swap
Agreements.


 


(c)          At
the election of the Borrower but subject to the conditions set forth in Section 4.02, all payments of principal, interest, LC
Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant
to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder
whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section 2.18
or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent.


 


(d)          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 its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations
in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders
ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in
LC Disbursements; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and
in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to (A) the
Borrower or any Subsidiary (as to which the provisions of this paragraph shall apply) or (B) to the extent such payment is made directly
by the Borrower or any Subsidiary (and is not otherwise permitted by this Agreement), any Affiliate thereof (as to which the provisions
of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff
and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.


 






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(e)          Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment,
then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(f)           If
any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such
amounts in a segregated account as cash collateral for, and apply any such amounts to, any future funding obligations of such Lender
hereunder; application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative
Agent in its discretion.”


 


(g)          The
Administrative Agent may from time to time provide the Borrower with billing statements or invoices with respect to any of the Secured
Obligations (the “Billing Statements”). The Administrative Agent is under no duty or obligation to provide Billing
Statements, which, if provided, will be solely for the Borrower’s convenience. The Billing Statements may contain estimates of
the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower
pays the full amount indicated on a Billing Statement on or before the due date indicated on such Billing Statement, the Borrower shall
not be in default; provided, that acceptance by the Administrative Agent, on behalf of the Lenders, of any payment that is less
than the payment due at that time shall not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive
payment in full at another time.


 


Section
2.19              
Mitigation Obligations; Replacement of Lenders.


 


(a)          If
any Lender requests compensation under Section 2.15, or if the Borrower or the Loan Guarantors 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 2.17
or 10.09, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its
Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15, 2.17
or 10.09, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket
costs and expenses incurred by any Lender in connection with any such designation or assignment).


 






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(b)          If
(i) any Lender requests compensation under Section 2.15, (ii) any Lender fails to consent to a requested amendment, waiver or
modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the
consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, (iii) the Borrower
or the Loan Guarantors 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 2.17 or Section 10.09, or (iv) any Lender becomes a Defaulting Lender, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign
and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests,
rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement
and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts
such assignment); provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and
if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (B) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (C) in the case of any such assignment resulting from
a claim for compensation under Section 2.15 or payments required to be made pursuant to Sections 2.17 or 10.09,
such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.


 


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


 


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


 


(b)          such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided
in Section 9.02(b)) and the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether
all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other
modification pursuant to Section 9.02) or under any other Loan Document; provided, that, except as otherwise provided in
Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment,
waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby;


 






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


 


(i)                
 all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Applicable Percentages but only to the extent that the sum of all non-Defaulting Lenders’ Credit Exposures
plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments; and


 


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


 


(iii)            
if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to Section 2.20(c),
the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)             
if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section 2.20(c), then the fees payable to the
Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’
Applicable Percentages; or


 


(v)               
if all or any portion of such Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to
Section 2.20(c), then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility
fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s
Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such
Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks until such LC Exposure is cash collateralized and/or reallocated;


 


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


 


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


 


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


 






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Section
2.21              
Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations
(including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled
to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent,
set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason
(including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations
or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment
or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and
remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon
such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.


 


Section
2.22              
Amend and Extend Transactions.


 


(a)          The
Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”)
of the Maturity Date to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of Commitments
that will be subject to the Extension (which request shall be in minimum increments of $1 million and a minimum amount of $5 million),
and (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business
Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent
shall agree in its sole discretion)). The Lenders shall be offered (an “Extension Offer”) an opportunity to participate
in such Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant to procedures established by,
or reasonably acceptable to, the Administrative Agent and Borrower. If the aggregate principal amount of Commitments in respect of which
Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments subject to
the Extension Offer as set forth in the Extension notice, then the Commitments of the Lenders shall be extended ratably up to such maximum
amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.


 


(b)          The
following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred
and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties
set forth in Article III and in each other Loan Document shall be deemed to be made and shall be true and correct in all material
respects on and as of the effective date of such Extension, (iii) each relevant Issuing Bank shall have consented to any Extension of
the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit at any time during the
extended period and (iv) the terms of such Extended Revolving Credit Commitments shall comply with clause (c) of this Section
2.22.


 


(c)           The
terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment;
provided, that (i) the final maturity date of any Extended Revolving Credit Commitment shall be no earlier than the Maturity Date,
(ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Credit Commitments,
(iii) the Extended Loans will rank pari passu in right of payment and security with the existing Loans and the borrower, guarantors and
collateral of the Extended Revolving Credit Commitments shall be the same as the borrower, Guarantors and Collateral with respect to
the existing Loans, (iv) the interest rate margin and any fees applicable to any Extended Revolving Credit Commitment (and the Extended
Loans thereunder) shall be determined by Borrower and the applicable extending Lenders, (v) borrowing and prepayment of Extended Loans,
or reductions of Extended Revolving Credit Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the
other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Extended
Revolving Credit Commitments shall be substantially identical to the terms set forth herein.


 






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(d)          In
connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver
to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify
to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any
Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of
any such Extension, including any amendments necessary to establish Extended Revolving Credit Commitments as tranche of Commitments and
such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower
in connection with the establishment of such new tranche (including to preserve the pro rata treatment of the extended and non-extended
tranches and to provide for the reallocation of Credit Exposure upon the expiration or termination of the commitments under any tranche),
in each case on terms consistent with this Section 2.22.


 


Section
2.23              
Increase of Commitments.


 


(a)          The
Borrower shall have the right at any time after the Amendment and Restatement Effective Date to request that the aggregate Commitments
hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following
conditions:


 


(i)                
The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least
ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying
the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be
at least $10 million, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders
wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Credit Commitments (the
 “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment
Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment
Date of the amount by which it is willing to increase its Commitment.


 


(ii)              
Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which
the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more
Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld)
to participate in any portion of the requested Commitment Increase; provided, however, that the Commitment of each such
Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof. Any such
Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”.


 






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(iii)            
 Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall
be deemed to be amended to reflect the increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased
by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is
willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory
to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment
in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is
willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for
all purposes of this Agreement.


 


(iv)             
If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the
Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation,
the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing
Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the ratable
share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after
giving effect to each such Commitment Increase.


 


(b)          Anything
in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section
2.23 shall be effective unless:


 


(i)                
as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase,
(x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall
be required to be satisfied;


 


(ii)              
to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions,
board resolutions and officers’ certificates consistent with the documentation delivered on the Amendment and Restatement Effective
Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to
counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation
as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with
the benefit of the applicable Loan Documents; and


 


(iii)            
after giving effect to any such increase after the Amendment and Restatement Effective Date, the aggregate amount of the Commitments
shall not exceed $600 million.


 


Section
2.24               Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with,
the Borrower or any of its Subsidiaries shall deliver to the Administrative Agent, promptly after entering into such Banking
Services or Swap Agreements, written notice thereof, in each case, to the extent such Banking Services or Swap Agreements relate to
Secured Obligations. In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative
Agent, from time to time promptly upon a request therefor, a summary of the amounts due or to become due in respect of such Banking
Services Obligations and Swap Agreement Obligations that constitute Secured Obligations, together with such supporting documentation
as the Administrative Agent may have reasonably requested from the applicable provider of such Banking Services or Swap Agreement.
The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained
in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed.


 






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Section
2.25              
Benchmark Replacement Setting.


 


(a)           Benchmark
Replacement Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event, the Administrative Agent and the Borrower may amend this Agreement to replace the applicable then-current Benchmark with a Benchmark
Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time)
on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower
so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising
the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.25(a) will occur prior
to the applicable Benchmark Transition Start Date.


 


(b)          Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
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 or any other Loan Document.


 


(c)           Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the
implementation of any Benchmark Replacement, and (ii) the effectiveness of any Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement
of any tenor of a Benchmark pursuant to Section 2.25(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders ) pursuant to this
Section 2.25, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of
an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding
absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any
other Loan Document, except, in each case, as expressly required pursuant to this Section 2.25.


 


(d)          Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (i) if the applicable then-current Benchmark is a term rate and either (A) any tenor
for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by
the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided
a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then
the Administrative Agent may modify the definition of “Interest Period” or “Interest Payment Date” (or any similar
or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and
(ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service
for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will
not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of
 “Interest Period” or “Interest Payment Date” (or any similar or analogous definition) for all Benchmark settings
at or after such time to reinstate such previously removed tenor.


 






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(e)           Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice or the commencement of a Benchmark Unavailability Period, (i)
the Borrower may revoke any pending request for Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans to be made,
converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any
such request into a request for a Borrowing of or conversion to ABR Loans and (ii) any outstanding affected Term SOFR Loans will be deemed
to have been converted into ABR Loans immediately. During a Benchmark Unavailability Period, the component of ABR based upon then-current
Benchmark will not be used in any determination of ABR.


 


Article
III


 


Representations and Warranties


 


Each Loan Party represents
and warrants to the Lenders that:


 


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


 


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


 


Section
3.03              
Governmental Approvals; No Conflicts. The Transactions (a) do not, on the part of any Loan Party or any of its Subsidiaries,
require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have
been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan
Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries or any order of any Governmental
Authority, (c) will not violate or result in a default under, or give rise to a right to require any payment to be made by any Loan Party
or any of its Subsidiaries under, (i) any indenture or loan agreement, in each case, evidencing Indebtedness in excess of $2 million,
(ii) any Swap Agreement or (iii) any other material agreement, in each case which is binding upon any Loan Party or any of its Subsidiaries
or its assets, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries,
except Liens created pursuant to the Loan Documents, in each case of clauses (a), (b) or (c)(iii), except as would
not reasonably be expected to result in a Material Adverse Effect.


 






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Section
3.04              
Financial Condition; No Material Adverse Change.


 


(a)          The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash
flows (i) as of and for the fiscal year ended December 31, 2021, reported on by Deloitte and Touche LLP, independent public accountants.
Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of
the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.


 


(b)          No
event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December
31, 2016.


 


Section
3.05              
Properties.


 


(a)           Each
of the Loan Parties and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property, except
for defects in title that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


(b)           Each
of the Loan Parties and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Loan Parties and its Subsidiaries does not infringe upon the rights of
any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.


 


Section
3.06              
Litigation and Environmental Matters.


 


(a)          There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any
Loan Party, threatened against or affecting the Loan Parties or any of its Subsidiaries (i) that could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.


 


(b)          No Loan Party nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability that, in each case, individually in the aggregate, could reasonably be expected to result in a Material Adverse Effect.


 


Section
3.07              
Compliance with Laws and Agreements. Each Loan Party and its Subsidiaries is in compliance with all Requirements
of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default
has occurred and is continuing.


 


Section
3.08              
Investment Company Status. No Loan Party nor any of its Subsidiaries is an “investment company” as defined
in, or subject to regulation under the Investment Company Act of 1940.


 






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


 


Section
3.10              
ERISA.


 


(a)          No
ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably
be expected to result in a Material Adverse Effect, with respect to each Plan, the “funding target,” as defined in Section
430(d)(1) of the Code, with respect to such Plan, does not exceed the fair market value of all such Plan’s assets, as determined
pursuant to Section 430(g) of the Code, all determined as of the then-most recent valuation date for such Plan using the actuarial assumptions
used to determine the Plan’s “funding target attainment” percentage as defined in Section 430(d) of the Code.


 


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


 


Section
3.11              
Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions
to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other written information
(other than any projected financial information or other forward-looking information or information of a general economic or general industry
specific nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation
of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement
of fact or omits to state any material fact necessary to make the statements therein (taken as a whole), in the light of the circumstances
under which they were made, not materially misleading; provided, that, with respect to projected financial information or other
forward-looking information or information of a general economic or general industry specific nature, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that any
such information may differ from actual results and such differences may be material).


 


Section
3.12              
Capitalization and Subsidiaries.  Schedule 3.12 sets forth, as of the date hereof, (a) a correct and complete
list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) the type of entity and jurisdiction
of organization of the Borrower and each of its Subsidiaries, and (c) which of the Borrower’s Subsidiaries are Material Domestic
Subsidiaries and Material Foreign Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to
the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.


 


Section
3.13               Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the
Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing a UCC financing statement
in the Loan Parties’ applicable jurisdiction of organization such Liens, will constitute perfected and continuing Liens on the
Collateral in which a security interest can be perfected by filing a UCC financing statement, securing the Secured Obligations,
enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral
except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens
in favor of the Administrative Agent pursuant to any applicable law or agreement, and (b) Liens perfected only by possession
(including possession of any certificate of title), to the extent the Administrative Agent has not obtained or does not maintain
possession of such Collateral.


 






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Section
3.14              
Federal Reserve Regulations. No part of the proceeds of any Loan or Letter of Credit has been used or will be used,
whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations
T, U and X.


 


Section
3.15              
Anti-Corruption Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures
designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and employees and,
to the knowledge of such Loan Party, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in
all material respects. None of (a) any Loan Party, any Subsidiary or, to the knowledge of any such Loan Party or Subsidiary, any of their
respective affiliates or directors, officers or employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of
such Loan Party or any Subsidiary, or any of their respective affiliates, that will act in any capacity in connection with or benefit
from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, Transaction or
other transaction contemplated by this Agreement or the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.


 


Section
3.16              
Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued
successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties
is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its
board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly,
from (i) successful operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrower hereunder,
both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and
performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, in furtherance of
its direct and/or indirect business interests, will be of direct and/or indirect benefit to such Loan Party, and is in its best interest.


 


Section
3.17              
Not an Affected Financial Institution. No Loan Party is an Affected Financial Institution.


 


Article
IV


 


Conditions


 


Section
4.01              
Conditions to Initial Loans. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters
of Credit hereunder shall not become effective until each of the conditions precedent to the Amendment and Restatement Effective Date
set forth in Section 4 of the Amendment and Restatement are satisfied.


 






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Section
4.02              
Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Banks to issue or increase
any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)          The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects
on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicable, except that (i) to the
extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true
and correct in all material respects as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects.


 


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


 


Each Loan and each issuance or increase of a Letter
of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified
in clauses (a) and (b) of this Section 4.02.


 


Article
V


 


Affirmative Covenants


 


Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full
and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursed
(or cash collateralized on terms reasonably acceptable to the Administrative Agent), each Loan Party executing this Agreement covenants
and agrees, jointly and severally with all of the Loan Parties, with the Lenders that:


 


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


 


(a)          within
90 days after the end of each fiscal year of the Borrower, (i) its audited consolidated balance sheet and related statements of
operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form
the figures for the previous fiscal year, all reported on by Deloitte and Touche LLP or other independent public accountants of recognized
national standing (without a “going concern” or like qualification or exception and without any qualification or exception
as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the
financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, and (ii) unaudited consolidating balance sheets and related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, certified by one of the Borrower’s Financial Officers as presenting fairly
in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidating
basis in accordance with GAAP;


 


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


 






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(c)               
 concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial
Officer of the Borrower in substantially the form of Exhibit B (i) certifying as to whether a Default has occurred and, if
a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting
forth reasonably detailed calculations demonstrating compliance with the Financial Covenants and compliance with Sections 6.04(c)
and (d), and (iii) stating whether any change in GAAP or in the application thereof has occurred since the later of December
31, 2021 and the end date of the financial statements most recently delivered pursuant to Section 5.01(a) and, if any such change
has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(d)               
[Reserved];


 


(e)               
as soon as available, but in any event within sixty (60) days after the start of each fiscal year of the Borrower, a copy of the
plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for each
month of such fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;


 


(f)                
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials
filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or
all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders
generally, as the case may be;


 


(g)               
promptly following any request therefor, such other information regarding the operations, business affairs and financial condition
of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably
request; and


 


(h)               
promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent and/or
any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable
anti-money laundering laws.


 


Notwithstanding anything to the contrary in this
Section 5.01, (x) the Borrower shall be deemed to have complied with the terms of Sections 5.01(a) and (b), as applicable,
with respect to the financial statements required to be delivered pursuant thereto if the Borrower delivers to the Administrative Agent
and the Lenders, within the same time frame required under the Securities Act and the rules and regulations of the Securities Exchange
Commission its annual report on Form 10-K for the applicable fiscal year or its quarterly report in Form 10-Q for the applicable fiscal
quarter, respectively, that it has filed with the Securities and Exchange Commission, and (y) any documents required to be delivered pursuant
to Sections 5.01(a), (b) and (f) shall be deemed to have been delivered on the date on which the Borrower provides
notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet (with such notice
containing the link thereto), or posted on Borrower’s behalf on IntraLinks/‌IntraAgency or another relevant 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).


 


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


 


(a)               
the occurrence of any Default;


 









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


 


(c)               
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5 million;


 


(d)               
within two (2) Business Days (or such longer period as the Administrative Agent may agree) after the occurrence thereof, any Loan
Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the extent such Swap Agreement relates to Secured
Swap Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment; and


 


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


 


Each notice delivered under this Section 5.02
(other than clause (d) above) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting
forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section
5.03              
Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses,
permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business;
provided, that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03
and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is
presently conducted or in fields which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially
related thereto or are reasonable extensions thereof.


 


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


 


Section
5.05              
Maintenance of Properties; Insurance; Casualty and Condemnation.


 


(a)               
Each Loan Party will, and will cause each Subsidiary to, (i) keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted, and (ii) maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.


 


(b)               
The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage
to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the
Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.


 






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Section
5.06              Books
and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (i) keep proper books of record and account
in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (ii)
permit any representatives designated by the Administrative Agent (or following any Event of Default, any Lender)(including employees
of the Administrative Agent, such Lender or any consultants, accountants, lawyers, appraisers and field examiners retained by the Administrative
Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and
to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often
as reasonably requested; provided, that the Borrower shall not be required to reimburse the Administrative Agent or any Lender
for the cost of more than one such visit during any year, except during the occurrence and continuation of an Event of Default. The Loan
Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders
certain reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders. Notwithstanding
anything to the contrary in this Section 5.06, neither the Borrower nor any other Loan Party will be required to disclose, permit
the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect
of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable
law or any binding agreement (not entered into in contemplation of any request for disclosure or otherwise to evade the disclosure requirements
contained in this Section 5.06), or is subject to attorney client privilege or that constitutes attorney work product (in each
case, as determined in good faith by legal counsel to any Loan Party and not in contemplation of any request for disclosure or otherwise
to evade the disclosure requirements contained in this Section 5.06); it being understood that the Borrower shall use its commercially
reasonable efforts to communicate any requested information in a way that would not violate the applicable law or agreement or waive
the applicable privilege.


 


Section
5.07              
Compliance with Laws. Each Loan Party will, and will cause each Subsidiary to, comply with all Requirements of Law
applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.


 


Section
5.08              
Use of Proceeds.


 


(a)               
The proceeds of the Loans will be used after the Amendment and Restatement Effective Date for working capital and general corporate
purposes including Permitted Acquisitions; it being understood and agreed that any Existing Loans shall be subject to a cashless settlement
mechanism and other purchases and sales of interests in such Loans among the Lenders whereby the Borrower shall be deemed to have borrowed
from all or certain of the Lenders and/or prepaid Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans
(including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders ratably in accordance with their
respective Commitments. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for
any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.


 


(b)                The
Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries
and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of
Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else
of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any
activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (c) in any manner that would
result in the violation of any Sanctions applicable to any party hereto (including any Person participating in the Loans, whether as
Administrative Agent, Lead Arranger, Issuing Bank, Lender, underwriter, advisor, investor or otherwise).


 






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Section
5.09              
Additional Collateral; Further Assurances.


 


(a)               
Subject to applicable law, the Borrower and each other Loan Party shall cause each of its wholly-owned Material Domestic Subsidiaries
formed or acquired on or after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party, within
30 days (or such later date as the Administrative Agent may agree) after the date of such formation or acquisition, by executing the Joinder
Agreement set forth as Exhibit C hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each
such Person shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations
in such capacity under the Loan Documents.


 


(b)               
Subject to applicable law, the Borrower and other Loan Party shall cause each of its wholly-owned Material Domestic Subsidiaries
formed or acquired after the date of this Agreement in accordance with the terms of this Agreement and each Subsidiary who hereafter becomes
a Material Domestic Subsidiary, in each case, within 30 days (or such later date as the Administrative Agent may agree) after the date
of such formation or acquisition (or after the date on which such Subsidiary becomes a Material Domestic Subsidiary, as applicable) to
execute a joinder to the Security Agreement, pursuant to which such Material Domestic Subsidiary shall grant Liens to the Administrative
Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral.


 


(c)               
Subject to the foregoing clauses (a) and (b), the Borrower and each other Material Domestic Subsidiary will cause
(i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding
Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity
Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Material Foreign Subsidiary (including
any Subsidiary who becomes a Material Foreign Subsidiary after the Amendment and Restatement Effective Date) directly owned by the Borrower
or any Material Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent
pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.


 


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


 


Section
5.10              
Anti-Corruption Laws and Sanctions. Each Loan Party shall implement and maintain in effect policies and procedures
designed to promote compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions.


 






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Article
VI


 





Negative Covenants


 


Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document
have been paid in full and all Letters of Credit have expired or terminated or been cash collateralized and all LC Disbursements shall
have been reimbursed (or cash collateralized on terms reasonably acceptable to the Administrative Agent), the Loan Parties covenant and
agree, jointly and severally, with the Lenders that:


 


Section
6.01              
Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness,
except:


 


(a)               
the Secured Obligations;


 


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


 


(c)               
Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided,
that (i) Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or to any Subsidiary that is a Loan Party shall be subject
to Section 6.04 and (ii) Indebtedness of the Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan
Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations in accordance with the terms set forth
on Schedule 1.01 or otherwise on terms reasonably satisfactory to the Administrative Agent;


 


(d)               
Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other
Subsidiary; provided, that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by
the Borrower or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04
and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Obligations on the same terms as the Indebtedness
so Guaranteed is subordinated to the Obligations;


 


(e)               
Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or
capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed
in connection with the acquisition (including by way of any Permitted Acquisition) of any such assets or secured by a Lien on any such
assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause
(f) hereof; provided, that, (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion
of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) (including
any refinancing thereof permitted by clause (f)) shall not exceed $20 million at any time outstanding;


 






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(f)                 Indebtedness
which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b) and (e)
hereof; provided, that, (i) the aggregate principal amount of such Indebtedness does not exceed the principal amount of such
Indebtedness being refinancing plus the amount of any interest, premiums or penalties required to be paid plus fees and expenses
associated therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii)
no Loan Party that is not originally obligated (or required to become obligated) with respect to repayment of such Indebtedness is
required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of
the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such extension,
refinancing, or renewal are not materially less favorable to the obligor thereunder than the original terms of such Indebtedness,
taken as a whole, and (vi) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the
Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination
terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the
refinanced, renewed, or extended Indebtedness;


 


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


 


(h)               
Indebtedness of the Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar
obligations, in each case provided in the ordinary course of business;


 


(i)                
Subordinated Indebtedness of any Loan Party in an aggregate principal amount not exceeding $25 million at any time outstanding;


 


(j)                
Indebtedness or Guarantees of the Borrower or any Subsidiary in connection with any Swap Agreement permitted under Section 6.06;


 


(k)               
Indebtedness arising from customary agreements providing for indemnification, adjustment of purchase price, earnout, deferred purchase
price or similar obligations in connection with acquisitions or dispositions of any business or assets by or of the Borrower or any Subsidiary
permitted hereunder;


 


(l)                
Judgments entered against the Borrower or any Subsidiary to the extent not constituting an Event of Default;


 


(m)             
Indebtedness or Guarantees incurred in the ordinary course of business in connection with cash pooling, netting and cash management
arrangements consisting of overdrafts or similar arrangements, provided that any such Indebtedness is owed to the financial institutions
providing such arrangements and such Indebtedness is extinguished in accordance with the terms of such arrangement;


 


(n)               
Indebtedness of foreign Subsidiaries to finance the working capital needs of such foreign Subsidiaries; provided, that the
aggregate outstanding principal amount of such Indebtedness shall not exceed $20 million (or the equivalent thereof) at any time;


 


(o)               
Indebtedness owed to sellers constituting consideration for Permitted Acquisitions;


 


(p)               
Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness
attaching to assets that are acquired by Borrower or any of its Subsidiaries, in each case as the result of a Permitted Acquisition; provided,
that such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case,
was not created in anticipation thereof;


 






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(q)               
 Indebtedness or Guarantees in an aggregate amount not exceeding $1 million consisting of reimbursement obligations owed to banks
providing the Borrower or any of its Subsidiaries with backstop, letter of credit, guarantee or equivalent services in connection with
its leased properties;


 


(r)                
Indebtedness of the Borrower or any Subsidiary in connection with any Guarantees given by them, or any letters of credit or bank
guarantees issued by any bank or financial institution, in favor of any Governmental Authority to secure the payment of Taxes owed by
the Borrower or any Subsidiary to such Governmental Authorities;


 


(s)                
Indebtedness of the Borrower or any Subsidiary owed to sublessees in respect of security deposits or advances held by the Borrower
or any Subsidiary in connection with the subletting to such sublessees of any leasehold interests of the Borrower or any Subsidiary;


 


(t)                
Indebtedness of the Borrower or any Subsidiary in respect of Capital Lease Obligations incurred in connection with employee vehicle
financing arrangements in India;


 


(u)               
other Indebtedness in an aggregate principal amount at any time outstanding not exceeding the greater of (x) $40 million or (y)
10.0% of EBITDA for the period of four consecutive fiscal quarters having most recently ended prior to such date of determination and
for which financial statements have been delivered pursuant to Sections 5.01(a) or 5.01(b), as applicable; and


 


(v)               
unsecured Indebtedness so long as the Total Net leverage Ratio for the period of four consecutive fiscal quarters having most recently
ended immediately prior to the incurrence of such Indebtedness (without netting any cash received from the incurrence thereof and assuming,
in the case of any such Indebtedness in the form of revolving commitments or delayed draw term loan commitments, that such commitments
are fully drawn) and for which financial statements have been delivered pursuant to Sections 5.01(a) or 5.01(b), as applicable,
would be no greater than 2.75 to 1.00.


 


Section
6.02              
Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien
on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable)
or rights in respect of any thereof, except:


 


(a)               
Liens created pursuant to any Loan Document;


 


(b)               
Permitted Encumbrances;


 


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


 


(d)                any
Lien existing on any property or asset prior to the acquisition thereof (including by way of any Permitted Acquisition) by the
Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior
to the time such Person becomes a Subsidiary; provided, that (i) such Lien is not created in contemplation of or in
connection with such acquisition or such Person becoming a Subsidiary , as the case may be, (ii) such Lien shall not apply to
any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it
secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals
and replacements thereof that do not increase the outstanding principal amount thereof;


 






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(e)               
Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided, that (i) such
security interests secure Indebtedness permitted by clause (e) or clause (t) of Section 6.01, (ii) such
security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion
of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 110% of the cost of acquiring, constructing
or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the
Borrower or Subsidiary;


 


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


 


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


 


(h)               
Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer
of goods;


 


(i)                
broker’s Liens, bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash
Equivalents on deposit in one or more accounts maintained by the Borrower or any Subsidiary, in each case, granted in the ordinary course
of business in favor of the bank or banks with which such accounts are maintained, including any such Liens or rights of setoff securing
amounts owing in the ordinary course of business to such bank with respect to cash management and operating account arrangements, including
those involving pooled accounts and netting arrangements;


 


(j)                
licenses, sub-licenses and other similar encumbrances incurred in the ordinary course of business that do not materially detract
from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any
Subsidiary;


 


(k)               
Liens on assets of foreign Subsidiaries to secure Indebtedness of such foreign Subsidiaries permitted under Section 6.01(n);


 


(l)                
Liens on cash or Cash Equivalents constituting earnest money deposits made by the Borrower or any Subsidiary in connection with
any letter of intent or purchase agreement for a Permitted Acquisition;


 


(m)             
Liens on cash collateral securing the Indebtedness described in Section 6.01(q);


 


(n)               
Liens on cash collateral of foreign Subsidiaries securing the Indebtedness described in Section 6.01(r); and


 


(o)               
Liens on cash collateral to secure any Swap Agreement permitted under Section 6.06, so long as the aggregate amount of such
cash collateral does not, as of any date of determination, exceed $20 million.


 






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Section
6.03              Fundamental
Changes.


 


(a)               
No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other
Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions)
all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now
owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto
no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction
in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the
surviving entity is a Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted
Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign
Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or
to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary
determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous
to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such
merger shall not be permitted unless also permitted by Section 6.04.


 


Notwithstanding anything to
the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any
transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided,
that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing
or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding
Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision
imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination
provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding
proviso have not been satisfied by such time.


 


(b)                 No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses
of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the
good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.


 


(c)                 The Borrower will not change its fiscal year which currently ends on December 31 of each year.


 


Section
6.04            Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary
to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary
prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to
acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to
exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit, except:


 


(a)               
investments in cash and Cash Equivalents;


 






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


 


(c)               
investments by the Borrower and its Subsidiaries in the capital stock of their respective Subsidiaries; provided, that the
aggregate amount of investments (together with the aggregate amount of loans and advances described in Section 6.04(d)), as of
any date of determination, made by the Borrower or the other Loan Parties in the capital stock of their respective Subsidiaries who are
not Loan Parties does not at any time exceed an amount equal to 50% of the EBITDA for the period of four consecutive fiscal quarters having
most recently ended prior to such date of determination and for which financial statements are available (with the amount of any such
investments being the original cost of such investment, less all repayments, returns, dividends and distributions, in each case received
in cash in respect of such investment and less all liabilities effectively assumed by a person other than any Loan Party or any Subsidiary
thereof in connection with the sale of any such investment);


 


(d)               
loans or advances made by the Borrower or any of its Subsidiaries to the Borrower or any other Subsidiary; provided, that
the aggregate amount of loans and advances (together with the aggregate amount of investments described in Section 6.04(c)) made
by the Borrower or the other Loan Parties to Subsidiaries who are not Loan Parties that are at any time outstanding does not, as of any
date of determination, exceed an amount equal to 50% of the EBITDA for the period of four consecutive fiscal quarters having most recently
ended prior to such date of determination and for which financial statements are available;


 


(e)               
Guarantees constituting Indebtedness permitted by Section 6.01;


 


(f)                
Permitted Acquisitions;


 


(g)               
loans and advances to employees of the Borrower or any Subsidiaries in the ordinary course of business (including for travel, entertainment
and relocation expenses and to finance the purchase of Equity Interests of the Borrower) in an aggregate amount for the Borrower and its
Subsidiaries not to exceed $10 million at any time outstanding;


 


(h)               
investments received in connection with the bankruptcy or reorganization of any Person or in settlement of obligations of, or disputes
with, any Person arising in the ordinary course of business;


 


(i)                
Swap Agreements permitted by Section 6.06;


 


(j)                
Transfer Pricing Transactions;


 


(k)               
investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant
of trade credit in the ordinary course of business;


 


(l)                
to the extent constituting investments, performance guarantees of obligations of the Borrower’s Subsidiaries in the ordinary
course of business; and


 


(m)             
in addition to investments otherwise expressly permitted by this Section 6.04, investments, loans and advances by the Borrower
or any of its Subsidiaries in an aggregate amount (valued at cost) not to exceed the greater of (x) $40 million and (y) 20% of EBITDA
for the period of four consecutive fiscal quarters having most recently ended prior to such date of determination and for which financial
statements have been delivered pursuant to Sections 5.01(a) or 5.01(b), as applicable.


 






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Section
6.05              
Asset Dispositions; Sale and Leaseback Transactions.


 


(a)               
No Loan Party will, nor will it permit any Subsidiary to, make any Disposition except:


 


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


 


(ii)              Dispositions (including non-exclusive licenses) of inventory in the ordinary course of business;


 


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


 


(iv)             Dispositions of property by Borrower to any Subsidiary and by any Subsidiary to Borrower or any other Subsidiary; provided,
that if such property is subject to any Lien under any Collateral Document prior to any such Disposition, such property shall remain subject
to valid and perfected Liens under the Collateral Documents after such Disposition;


 


(v)              Dispositions permitted by Sections 6.03, 6.04, 6.05(b), 6.07 and 6.08;


 


(vi)            
Dispositions of overdue accounts receivable solely in connection with the collection or compromise thereof;


 


(vii)            Dispositions pursuant to operating leases (not in connection with any sale and leaseback transactions or other Capital Lease Obligations)
entered into in the ordinary course of business;


 


(viii)          
Dispositions of property and assets subject to condemnation and casualty events;


 


(ix)             Dispositions of cash and Cash Equivalents in the ordinary course of business;


 


(x)               Dispositions by Borrower and any Subsidiary not otherwise permitted under this Section 6.05(a); provided, that (A) at
the time of such Disposition, no Default shall exist or would result from such Disposition, and (B) the aggregate fair market value
of all property Disposed of in reliance on this subclause (x) in any fiscal year (or in the case of any Disposition for which
the fair market value cannot reasonably be determined, the aggregate purchase price therefor) shall not exceed $10 million; and


 


(xi)              Dispositions pursuant to any Transfer Pricing Transactions;


 


provided, however, that any
Disposition pursuant to Section 6.05(a)(i) through (a)(iii), Section 6.05(a)(v) (except insofar as it
relates to any transaction solely between the Borrower and any Subsidiary or Section 6.07), Section 6.05(a)(vi)
(except to the extent determined by the applicable Person making such Disposition in good faith to be appropriate in accordance with
its usual practice), Section 6.05(a)(vii) and Section 6.05(a)(x) shall be for fair market value (or, in
respect of Section 6.05(a)(x), where the fair market value cannot reasonably be determined, such disposition shall otherwise
be in accordance with the terms of Section 6.05(a)(x)).


 






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(b)               
No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall
sell or transfer any owned property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold
or transferred, except for any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration
in an amount not less than the fair market value of such fixed or capital asset and is consummated within 90 days after such Borrower
or such Subsidiary acquires or completes the construction of such fixed or capital asset.


 


Section
6.06              
Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except
(a) Swap Agreements entered into to hedge or mitigate risks (including foreign currency exchange risks) to which the Borrower or any Subsidiary
has actual or reasonably anticipated exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries)
and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from
one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower
or any Subsidiary.


 


Section
6.07              
Restricted Payments. No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:


 


(a)               
the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock,
and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock,
and (ii) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests;


 


(b)               
without limitation of the exception in clause (c) of this Section 6.07, so long as the Total Net Leverage Ratio is
less than 2.50 to 1.00 after giving effect thereto, and no Event of Default has occurred and is continuing, other Restricted Payments
paid to shareholders of the Borrower;


 


(c)               
Restricted Payments paid in cash to shareholders of the Borrower, whether in connection with a share buyback plan or otherwise
in an amount not to exceed $150,000,000 for any calendar year, so long as no Event of Default has occurred and is continuing;


 


(d)               
issuances of Equity Interests to sellers of Permitted Acquisitions in satisfaction of obligations of the type described in Section
6.01(k); and


 


(e)               
the Borrower may repurchase, redeem, retire or otherwise acquire for value Equity Interests (including any stock appreciation rights
in respect thereof) of the Borrower from current or former employees or directors; provided, that the aggregate annual cash payments
in respect of such repurchases, redemptions, retirements and acquisitions shall not exceed $10 million.


 


Section
6.08               Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with,
any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and
on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length
basis from unrelated third parties, (b) transactions between or among the Borrower and any Subsidiary not involving any other
Affiliate, (c) any Restricted Payment permitted by Section 6.07, (d) reasonable and customary director, officer and
employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans)
and indemnification arrangements, (e) Transfer Pricing Transactions, and (f) transactions described in Schedule 6.08.


 






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Section
6.09              
Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into,
incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of
such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay
loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; except
for: (i) such encumbrances or restrictions existing under or by reason of applicable law or any Loan Document; (ii) restrictions and conditions
existing on the date hereof identified on Schedule 6.09 (but not including any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition); (iii) customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary or other property pending such sale, provided such restrictions and conditions apply only to the Subsidiary
or other property that is to be sold and such sale is permitted hereunder; (iv) restrictions or conditions imposed by any agreement relating
to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such
Indebtedness; (v) customary provisions in leases and other contracts restricting the assignment thereof; (vi) customary restrictions contained
in any software licenses; (vii) without affecting the Loan Parties’ obligations under Section 5.09, customary provisions
in the organizational documents of a Person or asset sale or stock sale agreements or similar agreements which restrict the transfer of
ownership in such Person; (viii) in the case of any joint venture permitted hereunder with a Person that is not a Loan Party, restrictions
in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent
of the Equity Interests of or property held in the subject joint venture; (ix) restrictions imposed by any holder of a Lien permitted
by Section 6.02 restricting the transfer of the property subject thereto; (x) without affecting the Loan Parties’ obligations
under Section 5.09, any agreement in effect at the time a Person becomes a Subsidiary of the Borrower (including any amendments
thereto that are otherwise permitted by the Loan Documents and that are no more materially restrictive with respect to such encumbrances
and restrictions than those prior to such amendment or refinancing), so long as such agreement was not entered into in connection with
or in contemplation of such person becoming a Subsidiary of Borrower and imposes restrictions only on such Person and its assets; (xi)
restrictions on cash or other deposits required by suppliers or landlords under contracts entered into in the ordinary course of business;
or (xii) without affecting the Loan Parties’ obligations under Section 5.09, restrictions imposed solely on foreign Subsidiaries
pursuant to any Swap Agreement entered into by the Borrower or any Subsidiary and permitted pursuant to Section 6.06.


 


Section
6.10              
Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive
any of its rights under its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational
documents, to the extent, any such amendment, modification or waiver would be materially adverse to the Lenders as reasonably determined
by the Administrative Agent.


 


Section
6.11              
Financial Covenants.


 


(a)               
Interest Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio, determined for the four consecutive fiscal
quarter period ending on the last day of each fiscal quarter, to be less than 3.00 to 1.00.


 









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(b)               
 Total Net Leverage Ratio. The Borrower will not permit the Total Net Leverage Ratio, determined for the four consecutive
fiscal quarter period ending on the last day of each fiscal quarter, to be greater than 3.50 to 1.00. Notwithstanding the foregoing, the
Company shall be permitted, in no event on more than two occasions after the Amendment and Restatement Effective Date and prior to the
Maturity Date, to allow the maximum Total Net Leverage Ratio permitted under this Section 6.11(b) to be increased to 4.00:1.00
for a period of four consecutive fiscal quarters (such period, an “Adjusted Covenant Period”) in connection with a
Qualifying Material Acquisition occurring during the first of such four fiscal quarters (and in respect of which the Borrower shall provide
notice in writing to the Administrative Agent (for distribution to the Lenders) of such increase), so long as the Borrower is in compliance
on a pro forma basis with the maximum Total Net Leverage Ratio of 4:00:1:00 on the closing date of such Qualifying Material Acquisition
immediately after giving effect (including pro forma effect) to such Qualifying Material Acquisition; provided, that it is understood
and agreed that (x) the Borrower may not elect a new Adjusted Covenant Period for at least three fiscal quarters following the end of
an Adjusted Covenant Period and (y) the maximum Total Net Leverage Ratio permitted under this Section 6.11(b) shall revert to 3.50:1:00
following the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant
to the terms and conditions described above.


 


Article
VII


 


Events of Default


 


If any of the following events
(each an “Event of Default”) shall occur and be continuing:


 


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


 


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


 


(c)               
any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with
this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made (unless, in the case of any such
representation and warranty made pursuant to Section 3.13 of this Agreement or Section 3.1 of the Security Agreement, such
misstatement was made with respect to Collateral having a book value not exceeding $2 million);


 


(d)               
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a),
5.03 (with respect to maintaining a Loan Party’s existence), 5.08, 5.09(a) or 5.09(b) or in Article VI;


 


(e)                any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which
constitute a default under another Section of this Article VII), and such failure shall continue unremedied for a period of
30 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which
notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this
Agreement;


 






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


 


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


 


(h)               
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of a Loan Party or any Material Foreign Subsidiary or its debts, or of a substantial part of its assets, under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Material Foreign Subsidiary
or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days
(or 90 days in the case of any Material Foreign Subsidiary) or an order or decree approving or ordering any of the foregoing shall be
entered;


 


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


 


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


 


(k)               
one or more judgments for the payment of money in an aggregate amount in excess of $10 million (not paid or fully covered by insurance
company as to which the relevant insurance company has acknowledged coverage) shall be rendered against any Loan Party, any Subsidiary
of any Loan Party or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets
of any Loan Party or any Subsidiary of any Loan Party to enforce any such judgment;


 


(l)                
an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in aggregate liability of the Borrower and its Subsidiaries in excess of $10 million;


 


(m)             
a Change in Control shall occur;


 






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


 


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


 


(p)               
any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral
purported to be covered thereby (other than with respect to Collateral having a book value not exceeding $2 million), except (A) as permitted
by the terms of any Collateral Document or other Loan Document or (B) as a result of the Administrative Agent’s failure to (1) maintain
possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral Documents, or (2) file
Uniform Commercial Code continuation statements, (ii) any material provision of any Collateral Document shall fail to remain in full force
or effect or (iii) any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document;
or


 


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


 


then, and in every such event (other than an event
with respect to the Borrower described in clause (h) or (i) of this Article VII), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:  (i) terminate the Commitments, and thereupon
the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of
the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h)
or (i) of this Article VII, the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon
the occurrence and the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall,
exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies
provided under the UCC.


 






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Article
VIII


 


The Administrative Agent


 


Section
8.01               Appointment.
Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Banks hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the
Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required
under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Bank hereby grants to the Administrative
Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such
Lender’s or Issuing Bank’s behalf. The provisions of this Article VIII are solely for the benefit of the
Administrative Agent and the Lenders (including the Issuing Bank), and the Loan Parties shall not have rights as a third party
beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in
any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a
matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting
parties.


 


Section
8.02              
Rights as a Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary
of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder.


 


Section
8.03               Duties
and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan
Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary
or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries
that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)
or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of
competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in
connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document
or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence
of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. None of the Lenders
or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,”
 “documentation agent,” “lead arranger,” “bookrunner” or other similar term shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other
Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 






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Section
8.04              
Reliance. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to
have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


Section
8.05              
Actions through Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights
and powers 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 through their respective Related Parties. The exculpatory provisions
of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well
as activities as Administrative Agent.


 


Section
8.06               Resignation.
Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative
Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks,
appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor, unless otherwise agreed by the Borrower and
such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall
have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign,
the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the
Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided, that, solely for
purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of
the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent
for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall
continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such
appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no
duty or obligation to take any further action under any Collateral Document, including any action required to maintain the
perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent; provided, that (i) all payments required to be made
hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative
Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or
made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the
effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article VIII, Section
2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any
other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as
Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above.


 






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Section
8.07              
Non-Reliance.


 


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


 


(b)               
Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent;
(ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report
or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not be liable
for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing
any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’
books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no
obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use,
not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (v) without
limiting the generality of any other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent
and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying
Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make
to the Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans;
and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report
harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’
fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of any third parties who might obtain
all or part of any Report through the indemnifying Lender.


 






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Section
8.08              
Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties.


 


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


 


(b)               
In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term
 “secured party” as defined in the New York Uniform Commercial Code. Each Lender (and other Secured Party by its acceptance
of the benefits of the Loan Documents) authorizes the Administrative Agent to enter into each of the Collateral Documents to which it
is a party and to take all action contemplated by such documents. Each Lender (and other Secured Party by its acceptance of the benefits
of the Loan Documents) agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to
realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised
solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that
any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby
authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary
or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 


Section
8.09              
Lenders Not Subject to ERISA. Each Lender as of the Amendment and Restatement Effective Date represents and warrants
to the Administrative Agent, the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit
of the Borrower or any other Loan Party, that such Lender is not and will not be (a) an employee benefit plan subject to Title I of ERISA,
(b) a plan or account subject to Section 4975 of the Code; (c) an entity deemed to hold “plan assets” of any such plans or
accounts for purposes of ERISA or the Code; or (d) a “governmental plan” within the meaning of ERISA.


 


Section
8.10              
Erroneous Payment.


 


(a)                
If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a
Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (any such Lender, Issuing Bank, Secured Party or other recipient,
a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after
receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the
Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by,
such Payment Recipient (whether or not known to such Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf)
(any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise,
individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a
portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated
by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Secured
Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to)
promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such
Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together
with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by
such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall
be conclusive, absent manifest error.


 






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(b)               
Without limiting the immediately preceding clause (a), each Lender, Issuing Bank or Secured Party, or any Person who has
received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank, hereby further agrees that if it receives
a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution
or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date
from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with
respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment
sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other such recipient,
otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:


 


(i)                
(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent
written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding
clause (z)), in each case, with respect to such payment, prepayment or repayment; and


 


(ii)              
such Lender, Issuing Bank or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf
to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt
of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent
pursuant to this Section 8.10(b).


 


(c)               
Each Lender, Issuing Bank or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts
at any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by the
Administrative Agent to such Lender, Issuing Bank or Secured Party from any source, against any amount due to the Administrative Agent
under immediately preceding clause (a) or under the indemnification provisions of this Agreement.


 






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(d)                
In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after
demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or Issuing
Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous
Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return
Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender
or Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which
such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous
Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not
Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus
any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby
(together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement
incorporating an Assignment and Assumption by reference pursuant to an Electronic System as to which the Administrative Agent and
such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall
deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee
Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the
Administrative Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such
Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing
Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt,
its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such
assigning Lender or assigning Issuing Bank and (iv) the Administrative Agent may reflect in the Register its ownership interest in
the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans
acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment
Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or
portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing
Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment
Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in
accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the
Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and
irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually
subrogated to all the rights and interests of the applicable Lender, Issuing Bank or Secured Party under the Loan Documents with
respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).


 


(e)               
The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations
owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to
the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan
Party for the purpose of making such Erroneous Payment.


 


(f)                
To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby
waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or
counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any
defense based on “discharge for value” or any similar doctrine.


 


(g)               
 Each party’s obligations, agreements and waivers under this Section 8.10 shall survive the resignation or replacement
of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination
of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


Section
8.11              
Syndication Agents and Documentation Agents. Each Lender hereby designates JPMorgan Chase Bank, N.A., and Bank of
America, N.A. as Syndication Agents and Documentation Agents and agrees that the Syndication Agents and Documentation Agents shall have
no duties or obligations under any Loan Documents to any Lender or any Loan Party.


 






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Article
IX


 








Miscellaneous


 


Section
9.01        
Notices.


 


(a)        
Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and
subject in each case to 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 fax, as follows:


 


(i)            if
to any Loan Party, to the Borrower at:


 


ExlService Holdings, Inc.

280 Park Avenue, 38th Floor

New York, New York

Attention: Ajay Ayyappan, Esq., SVP, General Counsel & Corporate Secretary

E-mail Address: ajay.ayyappan@exlservice.com


 


with a copy to:


 


McGuireWoods LLP

Two Embarcadero Center, Suite 1300

San Francisco, CA 94111

Attention: Brian Coughlan

E-mail Address: bcoughlan@mcguirewoods.com


 


(ii)           if
to the Administrative Agent or to Citi, in its capacity as Issuing Bank, to Citibank, N.A. at:


 


Citibank, N.A.

388 Greenwich Street, 26th Floor

New York, New York 10013

Attention: Linda Tam

E-mail Address: Linda.tam@citi.com


 


with a copy to:



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10036

Attention: Justin Lee

E-mail Address: Justin.D.Lee@weil.com

Fax Number: (212) 310-8007


 


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


 






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All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received, (ii) sent by fax shall be deemed to have been given when sent; provided, that if not given during normal business
hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day for the recipient or (iii) delivered through Electronic Systems to the extent provided in clause (b) below shall
be effective as provided in such clause (b).


 


(b)       Notices
and other communications to the Lenders hereunder may be delivered or furnished by Electronic Systems pursuant to procedures approved
by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Article II or to compliance
and no Event of Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent
and the applicable Lender. Each of the Administrative Agent and the Borrower (on behalf of the Loan Parties) may, in its discretion,
agree to accept notices and other communications to it hereunder by Electronic Systems 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 proscribes,
such notices and other communications (i) 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); provided, that if not given during the normal business hours of the recipient, such notice or communication
shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) 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 (b)(i) of notification that such notice or communication is available and identifying the website address
therefor; provided, that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is
not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening
of business on the next Business Day of the recipient.


 


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


 


(d)       Electronic Systems.


 


(i)            Each
Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar Electronic System.


 


(ii)           Any
Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness
for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent
Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Loan Parties,
any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the
Borrower’s, any Loan Party’s, or the Administrative Agent’s transmission of communications through an Electronic
System. “Communications” means, collectively, any notice, demand, communication, information, document or other
material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is
distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to this Section
9.01, including through an Electronic System.


 






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Section
9.02         Waivers;
Amendments.


 


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


 


(b)       Except
as provided in Section 2.23 (with respect to any commitment increase), neither this Agreement nor any other Loan Document nor
any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by the Borrower and the Required Lenders or, (ii) in the case of any other Loan
Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan
Parties that are parties thereto, with the consent of the Required Lenders; provided, that no such agreement shall (i)
increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting
Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or
reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that
is a Defaulting Lender) directly affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan
or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount
of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of
each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change Section 2.18(b) or
(d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any
Defaulting Lender), (v) change any of the provisions of this Section 9.02 or the definition of “Required Lenders”
or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any
rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than
any Defaulting Lender) directly affected thereby, (vi) change Section 2.20, without the consent of each Lender (other than
any Defaulting Lender), (vii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted
herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), (ix) except
as provided in clauses (d) and (e) of this Section 9.02 or in any Collateral Document, release all or
substantially all of the Collateral, without the written consent of each Lender, (x) increase the aggregate Commitments in excess of
$600 million, without the written consent of each Lender or (xi) subordinate the Liens on all or substantially all the value of the
Collateral to the Liens securing any other Indebtedness, or contractually subordinate with respect to payment any Obligations,
without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the
Administrative Agent or the Issuing Banks, as the case may be (it being understood that any change to Section 2.20 shall
require the consent of the Administrative Agent and the Issuing Banks). The Administrative Agent may also amend the Commitment
Schedule to reflect assignments entered into pursuant to Section 9.04


 






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(c)       The
Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted
to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the all Commitments, payment and satisfaction
in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated
Obligations in a manner satisfactory to each affected Lender, (ii) constituting property being sold or disposed of if the Loan Party
disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of
this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent
that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary, the Administrative Agent is authorized
to release any Loan Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has
expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition
of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII.
Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written
authorization of the Required Lenders; provided, that the Administrative Agent may, in its discretion, release its Liens on Collateral
valued in the aggregate not in excess of $1 million during any calendar year without the prior written authorization of the Required
Lenders (it being agreed that the Administrative Agent may rely conclusively on one or more certificates of the Borrower as to the value
of any Collateral to be so released, without further inquiry). Any such release shall not in any manner discharge, affect, or impair
the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all
interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to
or warranty by the Administrative Agent.


 


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


 


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


 






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Section
9.03         Expenses;
Indemnity; Damage Waiver.


 


(a)       The
Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent, in connection with the syndication
and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided
for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of
the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented
out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any
Issuing Bank or any Lender, including the fees, charges and disbursements of any outside counsel for the Administrative Agent, any Issuing
Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents,
including its rights under this Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit. Expenses being reimbursed by the Borrower under this Section 9.03 include, without limiting the generality of the foregoing,
costs and expenses incurred in connection with:


 


(i)            taxes,
fees and other charges for (A) lien searches and (B) filing financing statements and continuations, and other actions to perfect,
protect, and continue the Administrative Agent’s Liens;


 


(ii)           sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay
or take; and


 


(iii)          forwarding
loan proceeds, collecting checks and other items of payment, and costs and expenses of preserving and protecting the Collateral.


 


All of the foregoing costs and expenses may be
charged to the Borrower as Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)       The
Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, penalties, liabilities and related expenses (except for taxes, which shall be covered by Sections
2.17 and 10.09), including the fees, charges and disbursements of any counsel for any Indemnitee (except during the
continuation of an event of default and/or in connection with the enforcement of the Loan Documents, such legal expenses shall be
limited to one counsel for all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees
taken as a whole in each relevant jurisdiction and, solely in the case of a conflict of interest, one additional counsel (and, if
reasonably necessary, one firm of local counsel in each relevant jurisdiction) to each group of affected Indemnitees similarly
situated taken as a whole), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the
parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any
Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability
related in any way to the Borrower or any of its Subsidiaries, (iv) the failure of the Borrower to deliver to the Administrative
Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrower for Indemnified
Taxes or Other Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, penalties, liabilities or related expenses (x) are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related
Indemnitee Party of such Indemnitee or (y) result from a claim brought by the Borrower or any of its Subsidiaries against an
Indemnitee or any Related Indemnitee Party of such Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrower or such Subsidiary has obtained a final and non-appealable judgment in
its favor on such claim as determined by a court of competent jurisdiction.


 






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(c)       To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank
under clause (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent or
such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim,
damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such
Issuing Bank in its capacity as such.


 


(d)       To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee
for any damages arising from the use by unintended recipients of information or other materials obtained through telecommunications, electronic
or other information transmission systems (including the Internet), except as determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Indemnitee
Party of such Indemnitee.


 


(e)       No Indemnitee nor any Loan Party shall be liable 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof; provided, that nothing in this clause (e) shall relieve any Loan Party of any obligation it may have to indemnify
an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 


(f)        All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.


 


Section
9.04         Successors and Assigns.


 


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


 






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


 


(A)        the
Borrower; provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, and provided further
that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if
a Specified Default has occurred and is continuing, any other assignee;


 


(B)        the Administrative
Agent; and


 


(C)        the
Issuing Banks.


 


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


 


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


 


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


 


(C)        the parties to
each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500 and the tax forms required by Section 2.17(f); and


 


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


 






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


 


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


 


(v)        Upon its receipt
of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an
agreement incorporating an Assignment and Assumption by reference pursuant to any applicable electronic platform as to which the Administrative
Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation fee and tax forms referred to in clause (b)
of this Section 9.04 and any written consent to such assignment required by clause (b) of this Section 9.04,
the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided,
that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section
2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have
been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.


 






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(c)           Any
Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations to one or more
banks or other entities (a “Participant”) other than an Ineligible Institution in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided,
that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent,
the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first
proviso to Section 9.02(b) that affects such Participant. Subject to clause (c)(ii) of this Section 9.04, the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject
to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that
the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 9.04. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender,
provided such Participant agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee
under clause (b) of this Section 9.04; and shall not be entitled to receive any greater payment under Section
2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive,
except (i) 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 or (ii) such participating Lender failed to deliver the tax forms required by Section
2.17(f).


 


Each Lender that sells a participation
agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions
of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c)
as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant
Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters
of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each
Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have
no responsibility for maintaining a Participant Register.


 


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


 


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


 



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Section
9.06         Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)       This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


(b)       Delivery
of an executed counterpart of a signature page of this Agreement by telecopy, emailed .pdf or any other electronic means that reproduces
an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The
words “execution,” “signed,” “signature,” “delivery,” and words of like import in or
relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be
deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 


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


 


Section
9.08        Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for
the credit or the account of the Borrower or such Loan Guarantor against any of and all the Secured Obligations held by such Lender,
irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured.
The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff or application; provided, that any
failure to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this Section
9.08. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights
of setoff) which such Lender may have.


 


Section
9.09         Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)       The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed
in accordance with the laws of the State of New York.


 






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(b)       Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal
or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by
law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement
or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the
courts of any jurisdiction.


 


(c)       Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in clause (b) of this Section 9.09. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


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


 


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


 


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


 






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Section
9.12         Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ respective officers, directors,
employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the
transactions contemplated hereby and are informed of the confidential nature of such information, (b) upon the request or
demand of any regulatory authority having jurisdiction over it or any of its Affiliates (in which case (except with respect to any
audit or examination conducted by bank accountants or any bank or other regulatory authority exercising examination or regulatory
authority), it, to the extent practicable and permitted by law, rule or regulation, agrees to inform the Borrower promptly thereof),
(c) pursuant to the order of any court or administrative agency, in any pending legal, judicial or administrative proceeding or
as otherwise required by applicable law or regulation or as requested by a governmental authority (in which case (except with
respect to any audit or examination conducted by bank accountants or any bank or other regulatory authority exercising examination
or regulatory authority), it, to the extent practicable and permitted by law, rule or regulation, agrees to inform the Borrower
promptly thereof), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this
Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section 9.12 or otherwise reasonably acceptable to the Borrower, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement (and any of their respective
advisors) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Loan Parties and their obligations, (g) with the consent of the Borrower, (h) to holders of Equity Interests in the Borrower,
(i) to the extent that such information is independently developed by it or its Affiliates, in each case, so long as not based on
information obtained in a manner that would otherwise violate this Section 9.12, (j) for purposes of establishing a
 “due diligence” defense, (k) to ratings agencies or (l) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section 9.12 or (ii) becomes available to the Administrative Agent,
any Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section
9.12, “Information” means all information received from the Borrower relating to the Borrower or their
business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a
non-confidential basis prior to disclosure by the Borrower; provided, that, in the case of information received from the
Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required
to maintain the confidentiality of Information as provided in this Section 9.12 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 LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING
THE BORROWER AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE
WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 


 


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


 



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Section
9.13         Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the
failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation
U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding,
no Issuing Bank nor any Lender shall be obligated to extend credit to the Borrower in violation of any Requirement of Law.


 


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


 


Section
9.15         Disclosure. Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative
Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the
Loan Parties and their respective Affiliates.


 


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


 


Section
9.17         Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section 9.17 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans
or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at
the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 






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Section
9.18         No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and
agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length
commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other
hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely
as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as
an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its
Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except,
in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders
and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the
Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the
Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may
have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby.


 


Section
9.19         Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such
liabilities, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers 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 Covered Liability arising
hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


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


 


(i)         A reduction in full or in part or cancellation of any such Covered Liability;


 


(ii)        A conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement
or any other Loan Document; or


 


(iii)       The variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers of
the applicable Resolution Authority.


 


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


 






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(a)            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.


 


(b)           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.


 


(c)           Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting
Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


Article
X



Loan Guaranty


 


Section
10.01       Guaranty. Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is
jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees
to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter,
of the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’
fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing
Banks and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against,
the Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together
with the Secured Obligations, collectively the “Guaranteed Obligations”; provided, however, that the
definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest
by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any
obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole
or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension
or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate
of any Lender that extended any portion of the Guaranteed Obligations.


 


Section
10.02       Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives
any right to require the Administrative Agent, any Issuing Bank or any Lender to sue the Borrower, any Loan Guarantor, any other guarantor,
or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise
to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.


 


Section
10.03       No Discharge or Diminishment of Loan Guaranty.


 


(a)           Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to
any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the
Guaranteed Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a
manner satisfactory to each affected Lender), including: (i) any claim of waiver, release, extension, renewal, settlement,
surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the
corporate existence, structure or ownership of the Borrower or any other Obligated Party liable for any of the Guaranteed
Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their
assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or
other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Issuing Bank,
any Lender, or any other Person, whether in connection herewith or in any unrelated transactions.


 






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(b)           The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination
whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision
of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.


 


(c)            Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure
of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all
or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating
to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations
of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the
Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, any Issuing Bank or any Lender with respect to
any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment
or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to
any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law
or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).


 


Section
10.04       Defenses
Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out
of any defense of the Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any
cause, or the cessation from any cause of the liability of the Borrower, any Loan Guarantor or any other Obligated Party, other than
the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor
irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided
for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person.
Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations
hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial
sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral
securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation
with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing
in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully
and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out
of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.


 






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Section
10.05       Rights
of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation,
contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors
have fully performed all their obligations to the Administrative Agent, the Issuing Banks and the Lenders.


 


Section
10.06       
Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including
a payment effected through exercise of a right of setoff) is rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its
discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such
time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Banks and the Lenders are in possession
of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy
or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the
Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.


 


Section
10.07      Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that neither the
Administrative Agent nor any Issuing Bank nor any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding
those circumstances or risks.


 


Section
10.08      
Termination. Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrower
based on this Loan Guaranty until five days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt
of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed
to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect
to, or substitutions for, all or any part of that Guaranteed Obligations. Nothing in this Section 10.08 shall be deemed to constitute
a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in
respect of, any Default or Event of Default that shall exist under clause (o) of Article VII hereof as a result of any such
notice of termination.


 


Section
10.09       Taxes. Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any
Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that
it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to
the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by
such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional
amounts payable under this Section 10.09), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount
it would have received had no such withholding been made.


 


Section
10.10       Maximum
Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder
shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section
548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or
similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s obligations
hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation,
indemnification or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law
shall be taken into account.


 






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Section
10.11       Contribution.


 


(a)       To the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed
Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as
defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan
Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash
of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and all Commitments
and Letters of Credit have terminated or expired or, in the case of all Letters of Credit, are fully collateralized on terms reasonably
acceptable to the Administrative Agent and the Issuing Bank, and this Agreement, the Swap Agreement Obligations and the Banking Services
Obligations have terminated, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed
by, each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately
prior to such Guarantor Payment.


 


(b)       As
of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair saleable
value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount reasonably
expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor that
is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Loan Guarantors
as of such date in a manner to maximize the amount of such contributions.


 


(c)       This Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this
Section 10.11 is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts
as and when the same shall become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)       The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan
Guarantor or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)       The rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable
upon the full and indefeasible payment of the Guaranteed Obligations in cash (other than Unliquidated Obligations that have not yet arisen)
and the termination or expiry (or, in the case of all Letters of Credit, full cash collateralization), on terms reasonably acceptable
to the Administrative Agent and the Issuing Bank, of the Commitments and all Letters of Credit issued hereunder and the termination of
this Agreement, the Swap Agreement Obligations and the Banking Services Obligations.


 


Section
10.12      Liability
Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be
cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Banks and the Lenders under this
Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the
other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other
liability specifically provides to the contrary.


 






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Section
10.13       Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Loan Party or Loan Guarantor to honor all of its obligations under
this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable
under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor
under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP
Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


Section
10.14      Amendment and Restatement. This Agreement is an amendment and restatement of the Original Credit Agreement, it being
acknowledged and agreed that as of the Amendment and Restatement Effective Date all obligations outstanding under or in connection with
the Original Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”)
constitute obligations under this Agreement. This Agreement is in no way intended to constitute a novation of the Original Credit Agreement
or the Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Amendment and Restatement Effective
Date, the Original Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties
hereto also party thereto and shall for such purposes remain in full force and effect; and (ii) any date or time period occurring or ending
on or after the Amendment and Restatement Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement
(including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Amendment and Restatement
Effective Date, any reference to the Original Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered
to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the
provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Original
Credit Agreement.


 


[Signature Pages Intentionally Omitted]





 



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EXHIBIT B


 


COMMITMENT SCHEDULE


 


	Lender	 	Commitments	 
	Citibank, N.A.	 	$	75,000,000	 
	PNC Bank, National Association	 	$	75,000,000	 
	TD Bank, N.A.	 	$	75,000,000	 
	HSBC Bank USA, National Association	 	$	75,000,000	 
	JPMorgan Chase Bank, N.A.	 	$	50,000,000	 
	Bank of America, N.A.	 	$	50,000,000	 
	Total	 	$	400,000,000	 




 






     


     


    

 


EXHIBIT C


 


(See attached.)


 






     


     


    

 





EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified
below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended and Restated
Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption
as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions and the Amended and Restated Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its
capacity as a Lender under the Amended and Restated Credit Agreement and any other documents or instruments delivered pursuant thereto
to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities)
and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor
(in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Amended and Restated
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.


 


		1.	Assignor:	
	 	 	 	 
		2.	Assignee:	
	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]]
	 	 	 	 
		3.	Borrower:	ExlService Holdings, Inc.
	 	 	 	 
		4.	Administrative Agent:	Citibank, N.A., as the administrative agent under the Amended and Restated Credit
Agreement
	 	 	 	 
		5.	Credit Agreement:	The $400 million Amended and Restated Credit Agreement dated as of April 18, 2022,
among ExlService Holdings, Inc., the other Loan Parties party thereto, the Lenders parties thereto, and Citibank, N.A., as Administrative
Agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.
	 	 	 	 
		6.	Assigned Interest:	



 






    Exhibit A
1  


     


    

 


	Facility Assigned	Aggregate Amount of

 Commitment/‌Loans for

 all Lenders	Amount of 

Commitment/Loans 

Assigned	Percentage Assigned of

 Commitment/‌Loans
	 	$	$	%
	 	$	$	%
	 	$	$	%


 


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


 


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


 


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


 


	 	ASSIGNOR




 


	 	[NAME OF ASSIGNOR]




 


		By:	
	 	 	Title:




 


	 	ASSIGNEE




 


	 	[NAME OF ASSIGNEE]




 





		By:	
	 	 	Title:


 






    Exhibit A
2  


     


    

 


Consented to and Accepted:


 


CITIBANK,
N.A., as


Administrative Agent


 


	By:	 	
	 	Title:	 






 


Consented to:


 


[ReQUIRED LENDERS]


 


	By:	 	
	 	Title:	 


 


[Consented to:]


 


EXLSERVICE HOLDINGS, INC.


 


	By:	 	
	 	Title:	 


 






    Exhibit A
3  


     


    

 


ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.                Representations
and Warranties.


 


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


 


1.2              Assignee.
The Assignee (a) represents and warrants (i) that it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Amended
and Restated Credit Agreement, (ii) that it satisfies the requirements, if any, specified in the Amended and Restated Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) that from and after the Effective
Date, it shall be bound by the provisions of the Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of the
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) that it has received a copy of the Amended and Restated Credit
Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently
and without reliance on the Administrative Agent or any other Lender, (v) that if it is a Foreign Lender, attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the terms of the Amended and Restated Credit Agreement, duly
completed and executed by the Assignee, and (vi) to the Administrative Agent, the Lead Arrangers and their respective Affiliates, and
not, for the avoidance of doubt, for the benefit of the Borrower or any other Loan Party, that from and after the Effective Date it is
not and will not be (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Code,
(C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (D) a “governmental
plan” within the meaning of ERISA; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent,
the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


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


 


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


 






    Exhibit A
4  


     


    

 


EXHIBIT B


 


COMPLIANCE
CERTIFICATE


 


	To:	The Lenders parties to the

Amended and Restated Credit Agreement Described Below



 


Date: [●]


 


This Compliance Certificate
is furnished pursuant to that certain Amended and Restated Credit Agreement dated as of April 18, 2022 (as amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Amended and Restated Credit Agreement”) among
ExlService Holdings, Inc. (the “Borrower”), the other Loan Parties, the Lenders party thereto, the Issuing Banks party
thereto and Citibank, N.A., as Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance
Certificate have the meanings ascribed thereto in the Amended and Restated Credit Agreement.


 


THE UNDERSIGNED HEREBY CERTIFIES
THAT:


 


1.               I am the duly elected [●] of the Borrower;


 


2.                I
have reviewed the terms of the Amended and Restated Credit Agreement and I have made, or have caused to be made under my supervision,
a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the
attached financial statements [for quarterly financial statements add: and such financial statements present fairly in all material
respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes] [for annual
financial statements add: and such financial statements present fairly in all material respects the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries on a consolidating basis in accordance with GAAP consistently applied];


 


3.               The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence
of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since [December
31, 2021] [the end date of the financial statements most recently delivered pursuant to Section 5.01(a) of the Credit Agreement];


 


4.               I hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office, (iii) principal place of business,
(iv) the type of entity it is or (v) its state of incorporation or organization without having given the Agent the notice required by
Section 4.11 of the Security Agreement;


 


5.                Schedule
I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with the Financial Covenants
and Sections 6.11(a) and (b) of the Credit Agreement, all of which data and computations are true, complete and correct;
and


 


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


 






    Exhibit B
1 


     


    

 


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


 


[●]


 






    Exhibit B
2 


     


    

 


The foregoing certifications,
together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered as of the first date written above.


 


	 	EXLSERVICE HOLDINGS, INC.




 


		By:	



	 	Name:
	 	Title:




 







    Exhibit B
1 


     


    

 


SCHEDULE I


 


Compliance as of _________, ____ with

the Financial Covenants


 






    Exhibit B
2 


     


    

 


SCHEDULE II


 


Borrower’s Applicable Rate Calculation


 






    Exhibit B
3 


     


    

 


EXHIBIT C


 


JOINDER
AGREEMENT


 


THIS JOINDER AGREEMENT (this
 “Agreement”), dated as of [●] is entered into between [●], a [●] (the “New Subsidiary”)
and CITIBANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Amended
and Restated Credit Agreement, dated as of April 18, 2022 among ExlService Holdings, Inc. (the “Borrower”), the Loan
Parties party thereto, the Lenders party thereto and the Administrative Agent (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Amended and Restated Credit Agreement”). All capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Credit Agreement.


 


The New Subsidiary and the
Administrative Agent, for the benefit of the Lenders, hereby agree as follows:


 


1.               The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be
deemed to be a Loan Party under the Amended and Restated Credit Agreement and a “Loan Guarantor” for all purposes of the Amended
and Restated Credit Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed
the Amended and Restated Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of
the terms, provisions and conditions contained in the Amended and Restated Credit Agreement, including without limitation (a) all of the
representations and warranties of the Loan Parties set forth in Article III of the Amended and Restated Credit Agreement, *[and]*
(b) all of the covenants set forth in Articles V and VI of the Amended and Restated Credit Agreement *[and (c) all
of the guaranty obligations set forth in Article X of the Amended and Restated Credit Agreement. Without limiting the generality
of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.10 of the Amended
and Restated Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and
the Lenders, as provided in Article X of the Amended and Restated Credit Agreement, the prompt payment and performance of the Guaranteed
Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance
with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other
Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of
time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended
maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.]* *[The
New Subsidiary has delivered to the Administrative Agent an executed Loan Guaranty.]*


 


2.                If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral
Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Amended and Restated
Credit Agreement.


 


3.               The address of the New Subsidiary for purposes of Section 9.01 of the Amended and Restated Credit Agreement is as follows:


 


[●]


 






    Exhibit C
1 


     


    

 


4.               The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution
of this Agreement by the New Subsidiary.


 


5.               This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument.


 


6.               THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF, the New
Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the
Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


 


	 	[NEW SUBSIDIARY]




 


		By:	



	 	Name:
	 	Title:




 


	 	Acknowledged and accepted:




 


	 	CITIBANK, N.A., as Administrative Agent




 


		By:	



	 	Name:
	 	Title:




 







    Exhibit C
2 


     


    

 


EXHIBIT D


 


SOLVENCY
CERTIFICATE


 


The undersigned, being the
[●] of EXLSERVICE HOLDINGS, INC., a Delaware corporation (“Borrower”), pursuant to that certain Amended
and Restated Credit Agreement, dated as of April 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Amended and Restated Credit Agreement”; capitalized terms not defined herein shall have the
meanings set forth in the Amended and Restated Credit Agreement), between Borrower, the other Loan Parties thereto, the Lenders party
thereto and CITIBANK, N.A., as Administrative Agent, DOES HEREBY CERTIFY on behalf of Borrower that:


 


1.               
I am familiar with the properties, business and assets of the Borrower and am authorized to execute this Certificate on behalf
of the Borrower.


 


2.                I have carefully reviewed the contents of this Certificate and have made such investigations and inquiries as I deem necessary
and prudent in connection with the matters set forth herein. Among other things, I have reviewed the Amended and Restated Credit Agreement,
together with the other Loan Documents executed or to be executed by the Borrower pursuant to the Amended and Restated Credit Agreement.


 


3.               For purposes of this Certificate: (a) the term “Transactions” means (1) the fulfillment of all conditions
precedent to the Loans being made under the Amended and Restated Credit Agreement and the funding of such Loans, and (2) the execution
and delivery of all Loan Documents under the Amended and Restated Credit Agreement in connection with such Loans, and (b) the term
 “indebtedness” means all obligations and liabilities of Borrower and its Subsidiaries, whether matured or unmatured, liquidated
or unliquidated, disputed or undisputed, secured or unsecured, subordinated, absolute, fixed or contingent. For purposes of the definition
of “indebtedness,” the amount of any contingent liability at any time shall be computed as the amount that, in light of all
of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured
liability.


 


4.               As of the date hereof, assuming each of the Transactions is consummated on and as of the date hereof and taking into account the
effect thereof, it is my opinion that:


 


(a)                The fair value of the assets and property of the Borrower and its Subsidiaries on a consolidated basis exceeds the total amount
of their indebtedness;


 


(b)               On a going concern basis, the present fair saleable value of the assets and property of the Borrower and its Subsidiaries on a
consolidated basis exceeds the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries’
indebtedness as such indebtedness becomes absolute and matured;


 


(c)                The Borrower and its Subsidiaries on a consolidated basis are able to realize upon their assets and pay their indebtedness as such
indebtedness matures in the normal course of business; and


 


(d)               The Borrower and its Subsidiaries on a consolidated basis do not have an unreasonably small capital nor will be left with an unreasonably
small capital to conduct their business.


 


5.               In consummating the Transactions contemplated by the Amended and Restated Credit Agreement, to the best of my knowledge (after
due inquiry), the Borrower and its Subsidiaries on a consolidated basis do not intend to disturb, delay, hinder or defraud either present
or future creditors or other persons to which they are or will become, on or after the date hereof, indebted.


 






    Exhibit D
1 


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Certificate this [●] day of April, 2022.


 


	 	EXLSERVICE HOLDINGS, INC.




 


		By:	



	 	Name:
	 	Title:




 



    Exhibit D
2 


     


    

 


EXHIBIT E-1


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE

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


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of April 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Amended and Restated Credit Agreement”) among _______________ (the “Borrower”),
the other Loan Parties party thereto, the Lenders party thereto and Citibank, N.A., in its capacity as Administrative Agent for the Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Amended and Restated Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code.


 


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


 


Unless otherwise defined herein,
terms defined in the Amended and Restated Credit Agreement and used herein shall have the meanings given to them in the Amended and Restated
Credit Agreement.


 


[NAME OF LENDER]


 


	By:	 	 




	 	Name:
	 	Title:




 


Date: ________ __, 20[  ]


 






    Exhibit E-1  


     


    

 


EXHIBIT E-2


 


[FORM OF]


 


U.S. TAX
COMPLIANCE CERTIFICATE

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


 


Reference is hereby made to
the Credit Agreement Amended and Restated dated as of April 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Amended and Restated Credit Agreement”) among _______________ (the “Borrower”),
the other Loan Parties party thereto, the Lenders party thereto and Citibank, N.A., in its capacity as Administrative Agent for the Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Amended and Restated Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of
Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


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


 


Unless otherwise defined herein,
terms defined in the Amended and Restated Credit Agreement and used herein shall have the meanings given to them in the Amended and Restated
Credit Agreement.


 


[NAME OF PARTICIPANT]


 


	By:	 	 




	 	Name:
	 	Title:




 


Date: ________ __, 20[  ]


 






    Exhibit E-2 


     


    

 


EXHIBIT E-3


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE

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


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of April 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”) among _______________ (the “Borrower”), the
other Loan Parties party thereto, the Lenders party thereto and Citibank, N.A., in its capacity as Administrative Agent for the Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Amended and Restated Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial
owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


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


 


Unless otherwise defined herein,
terms defined in the Amended and Restated Credit Agreement and used herein shall have the meanings given to them in the Amended and Restated
Credit Agreement.


 


[NAME OF PARTICIPANT]


 


	By:	 	 




	 	Name:
	 	Title:




 


Date: ________ __, 20[  ]


 






    Exhibit E-3


     


    

 


EXHIBIT E-4


 


[FORM OF]


 


U.S. TAX
COMPLIANCE CERTIFICATE

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


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of April 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”) among _____________________ (the “Borrower”),
the other Loan Parties party thereto, the Lenders party thereto and Citibank, N.A., in its capacity as Administrative Agent for the Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Amended and Restated Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct
or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with
respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten
percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


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


 


Unless otherwise defined herein,
terms defined in the Amended and Restated Credit Agreement and used herein shall have the meanings given to them in the Amended and Restated
Credit Agreement.


 


[NAME OF LENDER]


 


	By:	 	 




	 	Name:
	 	Title:




 


Date: ________ __, 20[  ]


 






    Exhibit E-4


     


    

 


EXHIBIT F


 


[FORM OF]


 


BORROWING REQUEST


 


_____________ ___, 20__


 


Citibank, N.A.


388 Greenwich Street, 26th floor


New York, New York 10013


Attention: Linda Tam


 


Ladies and Gentlemen:


 


This borrowing request (this
 “Borrowing Request”) is furnished pursuant to Section 2.03 of that certain Amended and Restated Credit Agreement, dated
as of April 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended
and Restated Credit Agreement”) among EXLSERVICE HOLDINGS, INC., a Delaware corporation (the “Borrower”),
the other Loan Parties party thereto, the Lenders party thereto, and Citibank, N.A. as Administrative Agent for the Lenders. Unless otherwise
defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Amended and Restated Credit
Agreement.


 


The Borrower hereby notifies
the Administrative Agent of its request for the following Borrowing (the “Proposed Borrowing”):


 


(1)               
Aggregate principal amount of Borrowing: $[_____]1.


 


(2)               
The Borrowing shall be a [_____]2.


 


(3)               
The date of the Proposed Borrowing (must be a Business Day): [_____]3.


 


(4)               
If a Term SOFR Borrowing, the duration of Interest Period shall be: [_____]4.


 


The Borrower hereby directs
the Administrative Agent to disburse all proceeds of the Proposed Borrowing on the Borrowing Date specified above by wire transfer to
the account indicated on Schedule 1 hereto.


 





 






1
Subject to Section 2.02(c) of the Credit Agreement.


 


2
State whether a Term SOFR Borrowing or ABR Borrowing. If no Type of Borrowing is specified, then the requested Borrowing shall be an ABR
Borrowing.


 


3
The Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission (including “.pdf”
or “.tif”) not later than (a) in the case of a Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three Business
Days before the date of the Proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on
the date of the Proposed Borrowing; provided, that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.06(e) of the Amended and Restated Credit Agreement may be given not later than 10:00 a.m., New York City
time, on the date of the Proposed Borrowing.


 


4
Must be a period contemplated by the definition of “Interest Period”. If no Interest Period is specified, then the Interest
Period shall be of one-month’s duration.



 






    Exhibit F
1 


     


    

 


The
Borrower certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:


 


(a)            
The representations and warranties of the Borrower set forth in the Amended and Restated Credit Agreement are true and correct
in all material respects on and as of the date of the Proposed Borrowing with the same effect as though such representations and warranties
had been made on and as of the date of such Borrowing, except that (i) to the extent that such representations and warranties specifically
refer to an earlier date, such representations and warranties are true and correct in all material respects as of such earlier date, and
(ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true
and correct in all respects.


 


(b)            
At the time of and immediately after giving effect to the Proposed Borrowing, no Default has occurred and is continuing.


 


	 	EXLSERVICE HOLDINGS, INC.




 


	 	By	
	 	 	Name:
	 	 	Title:




 






    Exhibit F
2 


     


    

 


SCHEDULE 1 TO BORROWING REQUEST


 


	PAYEE:	 	WIRE INSTRUCTIONS	 	 	AMOUNT	 
	 	 	 	 	$	
    [__________]
	 
	TOTAL	 	 	 	$	
    [__________]
	 


 






    Exhibit F
3 


     


    

 


EXHIBIT G


 


[FORM OF]


 


NOTICE OF CONTINUATION/CONVERSION


 


_____________ ___, 20__


 


Citibank, N.A.


388 Greenwich Street, 26th floor


New York, New York 10013


Attention: Linda Tam


 


Ladies and Gentlemen:


 


Reference is hereby made to
that certain Amended and Restated Credit Agreement, dated as of April 18, 2022 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”) among EXLSERVICE HOLDINGS, INC., a Delaware corporation
(the “Borrower”), the other Loan Parties party thereto, the Lenders party thereto, and Citibank, N.A. as Administrative
Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Notice have the meanings ascribed thereto in the
Amended and Restated Credit Agreement.


 


The Borrower hereby notifies
the Administrative Agent of an interest rate election and in that connection sets forth below the terms thereof:


 


(1)       [on
_____________ ___, 20__ (which is a Business Day), the Borrower will convert $[●]5
of the aggregate outstanding principal amount of the Loans, bearing interest at the [Alternate Base Rate][Term SOFR], into a [Term SOFR][ABR]
Loan [and, in the case of a Term SOFR Loan, having an Interest Period of [●] month(s)]6[;
and][.]]


 


(2)       [on
_____________ ___, 20__ (which is a Business Day), the Borrower will continue $[●] of the aggregate outstanding principal amount
of the Loans bearing interest at the Term SOFR Reference Rate, as Term SOFR Loans having an Interest Period of [●] month(s)7.]


 


	 	EXLSERVICE HOLDINGS, INC.




 


	 	By	
	 	 	Name:
	 	 	Title:


 





 






5
Subject to Section 2.02(c) of the Credit Agreement.


 


6
Must be a period contemplated by the definition of “Interest Period.”


 


7
Must be a period contemplated by the definition of “Interest Period.”


 








    Exhibit G
1