Exhibit 10.1


 





 






 


FIRST AMENDED AND RESTATED CREDIT
AGREEMENT


 


dated as of July 16, 2015


 


among 


 


ALBANY MOLECULAR RESEARCH, INC.,


as Borrower,


 


THE LENDERS AND L/C ISSUERS FROM TIME
TO TIME PARTY HERETO,


 


BARCLAYS BANK PLC,


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


 


and


 


BARCLAYS BANK PLC,


as Lead Arranger


 




     


     


    

  


Table of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I.
	 
	DEFINITIONS AND ACCOUNTING TERMS
	 	 	 
	Section 1.01	Defined Terms	2
	Section 1.02	Other Interpretative Provisions	51
	Section 1.03	Accounting Terms and Determinations	52
	Section 1.04	Rounding	54
	Section 1.05	Times of Day	54
	Section 1.06	Letter of Credit Amounts	54
	Section 1.07	Classes and Types of Borrowings	54
	 	 	 
	ARTICLE II.
	 
	THE CREDIT FACILITIES
	 	 	 
	Section 2.01	Commitments To Lend	55
	Section 2.02	Notice of Borrowings	57
	Section 2.03	Notice to Lenders; Funding of Loans	58
	Section 2.04	Evidence of Loans	60
	Section 2.05	Letters of Credit	61
	Section 2.06	Interest	70
	Section 2.07	Extension and Conversion	71
	Section 2.08	Maturity of Loans	72
	Section 2.09	Prepayments	72
	Section 2.10	Adjustment of Commitments	76
	Section 2.11	Fees	76
	Section 2.12	Pro rata Treatment	77
	Section 2.13	Sharing of Payments by Lenders	78
	Section 2.14	Payments Generally; Administrative Agent’s Clawback	79
	Section 2.15	Increase in Commitments	80
	Section 2.16	Cash Collateral.	83
	Section 2.17	Defaulting Lenders	84
	Section 2.18	Refinancing Amendments	86
	Section 2.19	Discounted Prepayments	87
	 	 	 
	ARTICLE III.
	 
	TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	 
	Section 3.01	Taxes	92
	Section 3.02	Illegality	95
	Section 3.03	Inability To Determine Rates	95
	Section 3.04	Increased Costs and Reduced Return; Capital Adequacy	96
	Section 3.05	Compensation for Losses	97
	Section 3.06	Base Rate Loans Substituted for Affected Eurodollar Loans	98
	Section 3.07	Mitigation Obligations; Replacement of Lenders	98


 




     


     


    

  


	Section 3.08	Survival	99
	 	 	 
	ARTICLE IV.
	 
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	 	 	 
	Section 4.01	Conditions to Initial Credit Extension	99
	Section 4.02	Conditions to All Credit Extensions	102
	 	 	 
	ARTICLE V.
	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 
	Section 5.01	Existence, Qualification and Power	103
	Section 5.02	Authorization; No Contravention	103
	Section 5.03	Governmental Authorization; Other Consents	104
	Section 5.04	Binding Effect	104
	Section 5.05	Financial Condition; No Material Adverse Effect	104
	Section 5.06	Litigation	105
	Section 5.07	Ownership of Property, Liens	105
	Section 5.08	Environmental Matters	105
	Section 5.09	Insurance	106
	Section 5.10	Taxes	106
	Section 5.11	ERISA; Foreign Pension Plans; Employee Benefit Arrangements	106
	Section 5.12	Subsidiaries; Equity Interests	108
	Section 5.13	Margin Regulations; Investment Company Act	108
	Section 5.14	Disclosure	108
	Section 5.15	Compliance with Law	109
	Section 5.16	Intellectual Property	109
	Section 5.17	Use of Proceeds	109
	Section 5.18	Solvency	109
	Section 5.19	Collateral Documents	109
	Section 5.20	Senior Indebtedness	110
	Section 5.21	Anti-Money Laundering and Economic Sanctions Laws	110
	Section 5.22	Anti-Corruption Laws	111
	Section 5.23	No Default	111
	Section 5.24	Labor Relations	112
	 	 	 
	ARTICLE VI.
	 
	AFFIRMATIVE COVENANTS
	 	 	 
	Section 6.01	Financial Statements and Other Information	112
	Section 6.02	Notices of Material Events	113
	Section 6.03	Existence; Conduct of Business	113
	Section 6.04	Payment of Obligations	114
	Section 6.05	Maintenance of Properties; Insurance	114
	Section 6.06	Books and Records; Inspection Rights	114
	Section 6.07	Compliance with Laws	114
	Section 6.08	Use of Proceeds	115
	Section 6.09	Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances	115


 




     


     


    

  


	Section 6.10	Designation of Subsidiaries	116
	Section 6.11	Ratings	116
	Section 6.12	Compliance with Environmental Laws	116
	Section 6.13	Lender Calls	117
	Section 6.14	Post-Closing Obligations	117
	 	 	 
	ARTICLE VII.
	 
	NEGATIVE COVENANTS
	 	 	 
	Section 7.01	Indebtedness	117
	Section 7.02	Liens	120
	Section 7.03	Fundamental Changes and Asset Sales	122
	Section 7.04	Investments, Loans, Advances, Guarantees and Acquisitions	124
	Section 7.05	Transactions with Affiliates	127
	Section 7.06	Restricted Payments	127
	Section 7.07	Restrictive Agreements	129
	Section 7.08	Amendments to Subordinated Indebtedness Documents or Organization Documents; Prepayments of Indebtedness	130
	Section 7.09	Sale/Leaseback Transactions	130
	Section 7.10	Financial Covenant	131
	Section 7.11	Anti-Corruption Laws; Sanctions	131
	 	 	 
	ARTICLE VIII.
	 
	EVENTS OF DEFAULT
	 	 	 
	Section 8.01	Events of Default	132
	Section 8.02	Acceleration; Remedies	134
	Section 8.03	Allocation of Payments After Event of Default	134
	 	 	 
	ARTICLE IX.
	 
	AGENCY PROVISIONS
	 	 	 
	Section 9.01	Appointment and Authority	137
	Section 9.02	Rights as a Lender	137
	Section 9.03	Exculpatory Provisions	137
	Section 9.04	Reliance by Agents	138
	Section 9.05	Delegation of Duties	138
	Section 9.06	Indemnification of Agents	139
	Section 9.07	Resignation of Agents	139
	Section 9.08	Non-Reliance on Agents and Other Lenders	140
	Section 9.09	No Other Duties, etc.	140
	Section 9.10	Administrative Agent May File Proofs of Claim	140
	Section 9.11	Collateral and Guaranty Matters	141
	Section 9.12	Related Obligations	142
	Section 9.13	Withholding Tax	143


 




     


     


    

  


	ARTICLE X.
	 
	MISCELLANEOUS
	 	 	 
	Section 10.01	Amendments, etc.	143
	Section 10.02	Notices	145
	Section 10.03	No Waiver; Cumulative Remedies	149
	Section 10.04	Expenses; Indemnity; Damage Waiver.	150
	Section 10.05	Payments Set Aside	151
	Section 10.06	Successors and Assigns	152
	Section 10.07	Treatment of Certain Information; Confidentiality	155
	Section 10.08	Right of Setoff	156
	Section 10.09	Interest Rate Limitation	156
	Section 10.10	Counterparts; Integration; Effectiveness	157
	Section 10.11	Survival of Agreement	157
	Section 10.12	Severability	157
	Section 10.13	Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial	157
	Section 10.14	PATRIOT Act	158
	Section 10.15	No Advisory or Fiduciary Responsibility	159
	Section 10.16	No Novation; Amendment and Restatement	159


 




     


     


    

 


	Schedules:	 	 
	 	 	 
	Schedule 2.01	-	Lenders and Commitments
	Schedule 5.12	-	Subsidiaries
	Schedule 6.14	-	Post-Closing Obligations
	Schedule 7.01	-	Existing Indebtedness
	Schedule 7.02	-	Existing Liens
	Schedule 7.04	-	Investments
	Schedule 7.05	-	Affiliate Transactions
	Schedule 7.07	-	Existing Restrictions
	Schedule 10.02	-	Administrative Agent’s Office
	 	 	 
	Exhibits:	 	 
	 	 	 
	Exhibit A-1	-	Form of Notice of Borrowing
	Exhibit A-2	-	Form of Notice of Extension/Conversion
	Exhibit A-3	-	Form of Letter of Credit Request
	Exhibit A-4	-	Form of Swing Line Loan Request
	Exhibit B-1	-	Form of Revolving Note
	Exhibit B-2	-	Form of Term Note
	Exhibit B-3	-	Form of Swing Line Note
	Exhibit C	-	Form of Assignment and Assumption
	Exhibit D	-	Form of Compliance Certificate
	Exhibit E	-	Form of Guaranty Agreement
	Exhibit F	-	Form of U.S. Tax Compliance Certificates
	Exhibit G	-	Form of Security Agreement
	Exhibit H	-	Form of Intercompany Note
	Exhibit I	-	Form of Intercompany Note Subordination Provisions
	Exhibit J	-	Form of Perfection Certificate
	Exhibit K	-	Form of Solvency Certificate
	Exhibit L	-	Form of Specified Discount Prepayment Notice
	Exhibit M	-	Form of Specified Discount Prepayment Response
	Exhibit N	-	Form of Discount Range Prepayment Notice
	Exhibit O	-	Form of Discount Range Prepayment Offer
	Exhibit P	-	Form of Solicited Discounted Prepayment Notice
	Exhibit Q	-	Form of Solicited Discounted Prepayment Offer
	Exhibit R	-	Form of Acceptance and Prepayment Notice
	Exhibit S	-	Form of Prepayment Notice


 




     


     


    

  


AMENDED AND RESTATED CREDIT AGREEMENT


 


This Amended and Restated
Credit Agreement (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this
“Agreement”), is entered into as of July 16, 2015, by and among Albany Molecular Research, Inc., a Delaware
corporation (the “Borrower”), the Lenders and L/C Issuers (each as hereinafter defined) from time to time party
hereto and Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, the Swing Line Lender (each as hereinafter defined)
and a L/C Issuer.


 


PRELIMINARY STATEMENTS:


 


WHEREAS, the Borrower,
through its indirect wholly-owned subsidiary EXIRISK SPAIN, S.L.U., a Spanish company, intends to acquire (the “Acquisition”)
100% of the Equity Interests of GADEA GRUPO FARMACÉUTICO, S.L., a Spanish company and its subsidiaries (collectively, the
“Acquired Business”), pursuant to a Share Purchase Agreement, dated as of July 16, 2015 (including the exhibits
and schedules thereto, the “Acquisition Agreement”), among the Borrower, EXIRISK SPAIN, S.L.U. and the various
Vendors party thereto;


 


WHEREAS, the proceeds
of the borrowings hereunder will be used to fund a portion of the Acquisition, the repayment of certain indebtedness of the Acquired
Business, to provide ongoing working capital requirements of the Borrower and its Subsidiaries, for transaction costs associated
with each of the foregoing and for other general corporate purposes of the Borrower and its Subsidiaries, including Permitted Acquisitions,
other Investments permitted hereunder and Restricted Payments permitted hereunder;


 


WHEREAS, the Borrower,
the lenders from time to time party thereto (the “Existing Lenders”), the letter of credit issuers from time
to time party thereto and Barclays Bank PLC, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, entered
into that certain Credit Agreement, dated as of October 24, 2014 (as may be amended, restated, amended and restated, supplemented
or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);


 


WHEREAS, certain Existing
Lenders and each of the other parties hereto wish to and agree to amend and restate the Existing Credit Agreement on the terms
and conditions set forth herein; and


 


WHEREAS, in connection
with the foregoing, the Borrower has requested that the Lenders provide a senior-secured term loan facility in the amount of $200,000,000
and a senior-secured revolving credit facility in the amount of $30,000,000, and the Lenders have indicated their willingness to
lend and each L/C Issuer has indicated its willingness to issue Letters of Credit, in each case, on the terms and subject to the
conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that, effective as of the Closing
Date, the Existing Credit Agreement shall be, and herein is, amended and restated in its entirety to read as follows:


 




     


     


    

  


ARTICLE I.


 


DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acceptable
Discount” has the meaning specified in Section 2.19(d)(ii).


 


“Acceptable
Prepayment Amount” has the meaning specified in Section 2.19(d)(iii).


 


“Acceptance
and Prepayment Notice” means an irrevocable written notice from the Borrower or any of its Subsidiaries accepting a Solicited
Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified therein pursuant to
Section 2.19(d) substantially the form of Exhibit R hereto.


 


“Acceptance
Date” has the meaning specified in Section 2.19(d)(ii).


 


“Acquired Business”
has the meaning set forth in the Preliminary Statements.


 


“Acquisition”
has the meaning set forth in the Preliminary Statements.


 


“Acquisition
Agreement” has the meaning set forth in the Preliminary Statements.


 


“Acquisition
Consideration” means the sum of the cash purchase price for any Permitted Acquisition payable at or prior to the closing
date of such Permitted Acquisition (and which, for the avoidance of doubt, shall not include any purchase price adjustment, royalty,
earnout, contingent payment, any other deferred payment of a similar nature or any other agreements to make any payment the amount
of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow
or profits (or the like) of any Person or business or any purchase price paid with Equity Interests or Equity Equivalents (other
than Disqualified Capital Stock) in the Borrower) plus the aggregate principal amount of Indebtedness that is of the type
described in clauses (a), (b) and (e) and (to the extent relating to any such clause (a), (b)
or (e)) clause (i) of the definition of “Indebtedness” hereunder assumed on such date in connection with
such Permitted Acquisition.


 


“Adjusted Eurodollar
Rate” means, for the Interest Period for each Eurodollar Loan comprising part of the same Group, the quotient obtained
(expressed as a decimal, carried out to five decimal places) by dividing (i) the applicable Eurodollar Rate for such Interest Period
by (ii) 1.00% minus the Eurodollar Reserve Percentage; provided that, in the case of the Term Loans only, the Adjusted
Eurodollar Rate shall at all times be deemed to be not less than the Adjusted LIBOR Floor.


 


“Adjusted LIBOR
Floor” means 1.00% per annum.


 


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


 


“Administrative
Agent Fee Letter” means the Administrative Agent Fee Letter, dated as of the date hereof, between the Borrower and the
Administrative Agent.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address as set forth in Section 10.02(a) and, as
appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from
time to time notify the Borrower and the Lenders.


 


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


 




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


 


“Agent”
means the Administrative Agent, the Collateral Agent and any successors and assigns in such capacity, and “Agents”
means any two or more of them.


 


“Agent Related
Persons” means each Agent, together with its Related Parties.


 


“Aggregate Commitments”
means at any date the Commitments of all the Lenders.


 


“Agreement”
has the meaning specified in the preamble.


 


“Anti-Money
Laundering Laws” means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations,
statutes, case law or treaties applicable to a Loan Party, its Subsidiaries or Affiliates related to terrorism financing or money
laundering, including any applicable provision of Title III of the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001 (Title III of Pub. L. 107-56) and The Currency and Foreign
Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and
12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).


 


“Applicable
ECF Percentage” has the meaning specified in Section 2.08(c)(ii).


 


“Applicable
Margin” means a percentage per annum equal to:


 


(a)          for
purposes of calculating Term Loans, (i) for Term Loans that are Eurodollar Loans, 4.75% and (ii) for Term Loans that are Base Rate
Loans, 3.75%; and


 


(b)          for
purposes of calculating (A) the applicable interest rate for any day for any Revolving Loan or Swing Line Loan or (B) the applicable
rate of the Letter of Credit Fee for any day for purposes of Section 2.11(b)(i), the applicable percentage per annum
set forth below corresponding to the Secured Leverage Ratio as of the most recent Calculation Date:


 


	Pricing
 Level	 	Secured
 Leverage
 Ratio	 	Letter of Credit Fee
 and Applicable
 Margin for Revolving
 Loans that are
 Eurodollar Loans	 	 	Applicable Margin for
 Swing Line Loans and
 Revolving Loans that
 are Base Rate Loans	 
	I	 	≥ 1.75:1.00	 	 	4.75	%	 	 	3.75	%
	II	 	< 1.75:1.00	 	 	4.50	%	 	 	3.50	%



 




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Each Applicable Margin
shall be determined and adjusted quarterly on the date (each a “Calculation Date”) two (2) Business Days after
the earlier of the actual delivery date by which the Borrower provides, or the required delivery date by which the Borrower is
required to provide, the consolidated financial information required by Section 6.01(a) or (b), as applicable, and
the Compliance Certificate required by Section 6.01(c) for the fiscal quarter or year of the Borrower most recently ended
prior to the Calculation Date; provided, however, that with respect to (A) any Revolving Loan or Swing Line Loan
or (B) the Letter of Credit Fee, the Applicable Margin shall be deemed to be (i) in Pricing Level I (x) from the Closing Date until
the first Calculation Date occurring after the first full fiscal quarter of the Borrower subsequent to the Closing Date and (y)
at any time during the existence of an Event of Default under Sections 8.01(a), (h) or (i) and (ii) if the
Borrower fails to provide the consolidated financial information required by Section 6.01(a) or (b), as applicable,
or the Compliance Certificate required by Section 6.01(c) for more than two (2) Business Days’ following the due date
thereof for the most recently ended fiscal quarter or year of the Borrower preceding any applicable Calculation Date, each Applicable
Margin from such Calculation Date shall be based on Pricing Level I until such time as such consolidated financial information
and an appropriate Officer’s Certificate is provided.


 


In the event that the
Administrative Agent and the Borrower determine in good faith that any financial statement or Compliance Certificate delivered
pursuant to Section 6.01 is inaccurate (regardless of whether this Agreement or the Revolving Commitments are in effect
when such inaccuracy is discovered), and such inaccuracy, if corrected would have led to a higher Applicable Margin for any period
(an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower
shall immediately deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable
Margin shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts
to the Borrower) and (iii) the Borrower shall within five (5) Business Days of demand therefor by the Administrative Agent pay
to the Administrative Agent the additional interest owing as a result of such increased Applicable Margin for such Applicable Period,
which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Upon receipt of such corrected
payment (within such time period), any Event of Default under Section 8.01(a) based on failure to pay will be deemed
automatically and immediately cured and no longer ongoing.


 


“Applicable
Percentage” means, with respect to any Lender at any time, the percentage of the Aggregate Commitments represented by
the aggregate of such Lender’s Revolving Commitment Percentage and its Term Commitment Percentage at such time, in each case
subject to adjustment as provided in Section 2.15 or 2.17; provided that if the Commitments of each Lender
to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02
or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable
Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage
of each Lender of each Class and for all Classes is set forth opposite the name of such Lender on Schedule 2.01 under the
caption “Commitments” of the applicable Class or under the caption “Aggregate Commitment Percentage,” as
applicable, or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 


“Applicable
Prepayment” has the meaning specified in Section 2.09(f).


 


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


 


“Arranger Fee
Letter” means the Fee Letter, dated as of the date hereof, among the Borrower and the Lead Arranger.


 


“Asset Disposition”
means any Disposition (or series of related Dispositions) of any assets by the Borrower or any of its Restricted Subsidiaries in
respect of which either the fair market value of such property or the Net Cash Proceeds payable to the Borrower or any of its Restricted
Subsidiaries exceeds $2,000,000, excluding any Disposition by way of Casualty or Condemnation.


 




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


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.06(b) and/or the definition of “Eligible Assignee”), and
accepted by the Administrative Agent, substantially in the form of Exhibit C or any other form approved by the Administrative
Agent and the Borrower.


 


“Auction Agent”
means (a) the Administrative Agent or (b) any other financial institution or advisor engaged by the Borrower or any of its Subsidiaries
(whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with a Discounted Term Loan Prepayment
pursuant to Section 2.19; provided that neither the Borrower nor any of its Subsidiaries shall designate the Administrative
Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative
Agent shall be under no obligation to agree to act as the Auction Agent).


 


“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.05(c)(iii).


 


“Available Amount”
means, at any date, an amount equal to:


 


(a)          the
sum of (without duplication):


 


(i)          $10,000,000;


 


(ii)         the
Net Cash Proceeds received after the Closing Date and on or prior to such date from any issuance of Qualified Capital Stock by
the Borrower;


 


(iii)
      the Net Cash Proceeds received after the Closing Date and on or prior to such date by the Borrower or any Restricted Subsidiary
from the issuance of convertible or exchangeable debt securities that have been converted into or exchanged for Qualified Capital
Stock of the Borrower;


 


(iv)        the
Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from the sale of the Equity Interests of any Unrestricted
Subsidiary or any minority Investments (other than any such sale to the Borrower or a Restricted Subsidiary);


 


(v)         any
dividend or other distribution by an Unrestricted Subsidiary or received in respect of minority Investments;


 


(vi)        any
interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority
Investments (other than to the extent the Investment in such Unrestricted Subsidiary or minority Investment was made pursuant to
Section 7.04(r) or the last sentence of the definition of “Permitted Acquisition” with then unused Available
Amount);


 


(vii)       any
unused Rejected Amount accrued since after the Closing Date;


 




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(viii)     
to the extent not duplicative of any other provision herein, (x) the proceeds of sales of Investments funded with the Available
Amount and (y) an amount equal to any returns in cash and cash equivalents; and


 


(ix)         Cumulative
Excess Cash Flow as of such date, in each case, that has not been applied to prepay Loans, or, would not be required to be applied
to prepay Loans pursuant to Section 2.09(c)(ii); minus


 


(b)          the
amount of any usage of such Available Amount pursuant to Section 7.04(r), Section 7.06(i), Section 7.08(b)
and the last sentence of the definition of “Permitted Acquisition”, in each case prior to such date.


 


“Available Amount
Conditions” means, except in connection with proceeds of the Available Amount under clauses (ii) and (iii) of the definition
thereof, in which case the following conditions shall not apply, prior to and after giving effect to any usage of the Available
Amount, no Event of Default shall have occurred and be continuing and, solely with respect to Restricted Payments made pursuant
to Section 7.06(i) and Junior Debt Payments made pursuant to Section 7.08(b), the Secured Leverage Ratio, as of the
end of the most recently completed Test Period, shall be less than or equal to 2.50 to 1.00 on a Pro Forma Basis in accordance
with Section 1.03(c).


 


“Bankruptcy
Code” means Title 11 of the United States Code, as now and hereafter in effect, or any successor statute.


 


“Bankruptcy
Law” means the Bankruptcy Code and all other liquidation, receivership, moratorium, conservatorship, assignment for the
benefit of creditors, insolvency, examinership or similar federal, state or foreign law for the relief of debtors.


 


“Base Rate”
means, for any day, a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus 1⁄2
of 1.00%, (ii) the Prime Rate in effect on such day and (iii) the Adjusted Eurodollar Rate for a one month Interest Period beginning
on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided
that, in the case of the Term Loans, the Base Rate shall at all times be deemed to be not less than the Base Rate Floor. Any change
in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective day of such change
in the Prime Rate or the Federal Funds Rate, respectively.


 


“Base Rate Floor”
means 2.00% per annum.


 


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


 


“Board of Directors”
means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case
of any limited liability company, the board of managers or managing member of such Person, (iii) in the case of any partnership,
the board of directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.


 


“Bona Fide Debt Fund” shall
mean any bona fide debt fund, investment vehicle, regulated banking entity or non-regulated lending entity that is primarily engaged
in making, purchasing, holding or otherwise investing in commercial loans or bonds and/or similar extensions of credit in the ordinary
course of business.


 


“Borrower”
has the meaning specified in the preamble.


 




    	 	6	 



     


    

  


“Borrower Materials”
has the meaning specified in Section 10.02.


 


“Borrowing”
has the meaning specified in Section 1.07.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks in New York are authorized to close under the
Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, except that (i) when used
in Section 2.05 with respect to any action taken by or with respect to any L/C Issuer, the term “Business Day”
shall not include any day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction
where such L/C Issuer’s Lending Office is located and (ii) when used in connection with a Eurodollar Loan, the term “Business
Day” means any such day that is also a day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank market.


 


“Calculation
Date” has the meaning specified in the definition of “Applicable Margin”.


 


“Capital Lease”
of any Person means any lease of (or other arrangement conveying the right to use) property (whether real, personal or mixed) by
such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet
of such Person; provided that any lease or other arrangement that, under GAAP as in effect on the Closing Date, would not
be required to be accounted for as a capital lease shall not constitute a “Capital Lease” hereunder.


 


“Capital Lease
Obligations” means, with respect to any Person, all obligations of such Person as lessee under Capital Leases, which,
as of any time of determination, shall be equal to the amount of liability under such Capital Leases required at such time to be
capitalized and reflected as a liability on a balance sheet of such Person (excluding the footnotes thereto) prepared in accordance
with GAAP.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Administrative Agent, any L/C Issuer
or any Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Senior Credit Obligations in respect
of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require),
cash, deposit account balances or, if the applicable L/C Issuer or Swing Line Lender, as applicable, benefiting from such collateral
shall agree in its sole discretion, other credit support (including a backup letter of credit), in each case pursuant to documentation
(including as to stated amount in the case of a backup letter of credit which shall not be more than 103%) in form and substance
reasonably satisfactory to (a) the Administrative Agent, (b) the Collateral Agent and (c) the applicable L/C Issuer or Swing Line
Lender (as applicable) (which documents are hereby consented to by the Lenders). “Cash Collateral” and “Cash
Collateralization” shall have meanings correlative to the foregoing and shall include the proceeds of such cash collateral
and other credit support.


 


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


 


“Cash Management
Bank” means any Person that at the request of a Loan Party is designated a “Cash Management Bank” and that
is a Lender, an Agent or an Affiliate of a Lender or an Agent (i) at the time it entered into a Cash Management Agreement with
a Loan Party or (ii) is designated as a “Cash Management Bank” (so long as, upon such designation, a Cash Management
Agreement exists between such Person and a Loan Party), in each case, even if such Person for any reason ceases for any reason
after the execution of such agreement or such designation to be a Lender, an Agent or an Affiliate of a Lender or an Agent.


 




    	 	7	 



     


    

  


“Cash Management
Obligations” means all obligations under any Secured Cash Management Agreements.


 


“Casualty”
means any casualty, damage, destruction or other similar loss with respect to real or personal property or improvements.


 


“Casualty Event”
means any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking
(including by any Governmental Authority) of, any property of the Borrower or any of its Subsidiaries. “Casualty Event”
shall include but not be limited to any taking of all or any part of any real property of any person or any part thereof, in or
by condemnation or other eminent domain proceedings pursuant to any requirement of Law, or by reason of the temporary requisition
of the use or occupancy of all or any part of any real property of any person or any part thereof by any Governmental Authority,
civil or military, or any settlement in lieu thereof.


 


“CFC”
means a Person that is a controlled foreign corporation under Section 957 of the Internal Revenue Code of 1986.


 


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


 


“Change of Control”
means (a) the acquisition of beneficial ownership (within the meaning of the Exchange Act and the rules of the SEC thereunder as
in effect on the date hereof) by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder)
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 occurrence of a change of control, or other similar provision, as defined in any agreement
or instrument evidencing any Material Indebtedness (triggering a default or mandatory prepayment, which default or mandatory prepayment
has not been waived in writing).


 


“Class”
has the meaning specified in Section 1.07.


 


“Closing Date”
means July 16, 2015.


 


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


 


“Collateral”
means all of the property, which includes Mortgaged Property and all other property of whatever kind and nature, which is subject
or is purported to be subject to the Liens granted by any of the Collateral Documents.


 


“Collateral
Agent” means Barclays Bank PLC, in its capacity as collateral agent for the Finance Parties under the Collateral Documents,
its successor or successors in such capacity.


 




    	 	8	 



     


    

  


“Collateral
Documents” means, collectively, the Security Agreement, the Mortgages, any additional pledges, security agreements, patent,
trademark or copyright filings or mortgages or deeds of trust required to be delivered pursuant to the Loan Documents and any instruments
of assignment or other similar instruments or agreements executed pursuant to the foregoing.


 


“Commitment”
means (i) with respect to each Lender, its Revolving Commitment, Term Commitment, Incremental Revolving Commitment, Incremental
Term Loan Commitment, Other Revolving Commitment or Other Term Commitment, as and to the extent applicable, (ii) with respect to
each L/C Issuer, its L/C Commitment and (iii) with respect to the Swing Line Lender, the Swing Line Commitment, in each case as
set forth on Schedule 2.01 or in the applicable Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as its Commitment of the applicable Class, as any such amount may be adjusted from time to time in accordance
with this Agreement.


 


“Commitment
Fee” has the meaning specified in Section 2.11(a).


 


“Commitment
Fee Percentage” means a percentage per annum equal to:


 


	Pricing
 Level	 	Secured Leverage
 Ratio	 	Commitment Fee Percentage	 
	I	 	≥ 1.75:1.00	 	 	0.500	%
	II	 	< 1.75:1.00	 	 	0.375	%



 


The Commitment Fee Percentage
shall be determined and adjusted quarterly on each Calculation Date two (2) Business Days after the earlier of the actual delivery
date by which the Borrower provides, or the required delivery date by which the Borrower is required to provide, the consolidated
financial information required by Section 6.01(a) or (b), as applicable, and the Compliance Certificate required
by Section 6.01(c) for the fiscal quarter or year of the Borrower most recently ended prior to the Calculation Date; provided,
however, that the Commitment Fee Percentage shall be deemed to be (i) in Pricing Level I (x) from the Closing Date until
the first Calculation Date occurring after the first full fiscal quarter of the Borrower subsequent to the Closing Date and (y)
at any time during the existence of an Event of Default under Sections 8.01(a), (h) or (i) and (ii) if the
Borrower fails to provide the consolidated financial information required by Section 6.01(a) or (b), as applicable,
or the Compliance Certificate required by Section 6.01(c) for more than two (2) Business Days’ following the due date
thereof for the most recently ended fiscal quarter or year of the Borrower preceding any applicable Calculation Date, each Commitment
Fee Percentage from such Calculation Date shall be based on Pricing Level I until such time as such consolidated financial information
and an appropriate Officer’s Certificate is provided.


 


In the event that the
Administrative Agent and the Borrower determine in good faith that any financial statement or Compliance Certificate delivered
pursuant to Section 6.01 is inaccurate (regardless of whether this Agreement or the Revolving Commitments are in effect
when such inaccuracy is discovered), and such inaccuracy, if corrected would have led to a higher Commitment Fee Percentage for
any Applicable Period than the Commitment Fee Percentage applied for such Applicable Period, then (i) the Borrower shall immediately
deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Commitment Fee Percentage
shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to
the Borrower) and (iii) the Borrower shall within five (5) Business Days of demand therefor by the Administrative Agent pay to
the Administrative Agent the additional fees owing as a result of such increased Commitment Fee Percentage for such Applicable
Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Upon receipt of
such corrected payment (within such time period), any Event of Default under Section 8.01(a) based on failure to pay
will be deemed automatically and immediately cured and no longer ongoing.


 




    	 	9	 



     


    

  


“Communications”
has the meaning specified in Section 10.02(d).


 


“Competitor” means any
person that is an operating company directly and primarily engaged in substantially similar business operations as a Borrower or
its Subsidiaries.


 


“Competitor Controller”
means any (a) direct or indirect parent company of a Competitor and (b) Person that is a controlled affiliate of such Competitor.


 


“Compliance
Certificate” means a certificate, duly executed by a Responsible Officer, appropriately completed and substantially in
the form of Exhibit D.


 


“Condemnation”
means any taking or expropriation by a Governmental Authority of property or assets, or any part thereof or interest therein, for
public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other
manner.


 


“Condemnation
Award” means all proceeds of any Condemnation or transfer in lieu thereof.


 


“Consolidated
Capital Expenditures” means, without duplication, any expenditures for any purchase or other acquisition of any asset
that would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries
prepared in accordance with GAAP but excluding (i) expenditures constituting consideration for any Permitted Acquisitions, (ii)
expenditures constituting interest capitalized during such period, (iii) expenditures that are accounted for as capital expenditures
of such Person and that actually are paid for by a third party in cash.


 


“Consolidated
Current Assets” means, as of the date of any determination thereof, the aggregate amount of accounts receivables (net
of allowances), royalty receivables and inventory of the Borrower and its Restricted Subsidiaries as calculated in accordance with
GAAP on a consolidated basis as of the end of the most recently completed Test Period.


 


“Consolidated
Current Liabilities” means at any date, the consolidated current liabilities of the Borrower and its Restricted Subsidiaries
as of such date, determined on a consolidated basis in accordance with GAAP, but excluding the current portion of Consolidated
Funded Indebtedness, outstanding Revolving Loans and Swing Line Loans, the current portion of interest expense (other than interest
expense that is due and unpaid), accrued Taxes and accrued dividends.


 




    	 	10	 



     


    

  


“Consolidated
EBITDA” means, with reference to any period, Consolidated Net Income for such period plus, without duplication
and to the extent deducted (and not otherwise added back) or (in the case of clause (ix) below) not included in determining
Consolidated Net Income for such period, the sum of (i) Consolidated Interest Expense, (ii) expense for Taxes paid or accrued (including
in respect of repatriated funds and any future taxes or other levies which replace or are intended to be in lieu of such taxes
and any penalties and interest related to such taxes or arising from tax examinations), (iii) depreciation, (iv) amortization (including
amortization of deferred financing fees or costs), (v) non-cash expenses or losses, (vi) non-cash expenses related to stock based
compensation, (vii) any non-recurring charges, costs, fees and expenses directly incurred or paid directly as a result of discontinued
operations (other than such charges, costs, fees and expenses to the extent constituting losses arising from such discontinued
operations), (viii) any other extraordinary, unusual or non-recurring cash charges or expenses, (ix) the amount of “run rate”
cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of
any Investment, Disposition or internal cost-savings initiative or the Acquisition, in each case within the six consecutive fiscal
quarters following the end of the relevant period consummation of such Investment, Disposition or initiative or the Acquisition
(or following the consummation of the squeeze-out merger in the case of an acquisition structured as a two-step transaction), calculated
as though such cost savings and synergies had been realized on the first day of such period and net of the amount of actual benefits
received during such period from such Investment, Disposition or initiative or the Acquisition; provided that (A) a duly
completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent certifying
that such cost savings and synergies are reasonably expected and factually supportable in the good faith judgment of the Borrower,
(B) no cost savings or synergies shall be added pursuant to this clause (ix) to the extent duplicative of any expenses or
charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period and
(C) the aggregate amount of cost savings and synergies added back pursuant to this clause (ix) shall not exceed 20% of Consolidated
EBITDA for the four quarter period ending on any date of determination (prior to giving effect to the addback of such items pursuant
to this clause (ix)), (x) adjustments relating to purchase price allocation accounting, (xi) losses on asset sales, disposals
or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business), (xii) any loss relating
to amounts paid in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net
Income for such period, (xiii) any loss resulting from a change in accounting principles during such period to the extent included
in Consolidated Net Income, (xiv) any Transaction Costs incurred during such period, (xv) any fees and expenses (including any
transaction or retention bonus or similar payment) incurred during such period, or any amortization thereof for such period, in
connection with any acquisition, including, but not limited to, the Acquisition, non-recurring costs to acquire equipment to the
extent not capitalized in accordance with GAAP, Investment, recapitalization, asset disposition, non-competition agreement, issuance
or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of or waiver or
consent relating to any debt instrument (in each case, including the Transaction Costs and any such transaction consummated prior
to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred
during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of
doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805
and gains or losses associated with FASB Accounting Standards Codification 460), (xvi) restructuring charges or expenses, whether
or not classified as restructuring charges or expenses under GAAP (including integration costs, restructuring costs related to
acquisitions and to closure or consolidation of facilities or locations, facilities’ opening costs and other business optimization
expenses, curtailments or modifications to pension and post-retirement employee benefit plans retention or completion bonuses and
any expense related to any reconstruction, de-commissioning or reconfiguration of fixed assets for alternate use), (xvii) proceeds
of business interruption insurance, (xviii) charges, losses or expenses to the extent indemnified or insured by a third party to
the extent such Person has notified such third party of such amount and such third party has not denied their reimbursement obligation,
and (xix) the amount of any expense or reduction of Consolidated Net Income consisting of Restricted Subsidiary income attributable
to minority interests or non-controlling interests of third parties in any non-wholly owned Restricted Subsidiary, excluding cash
distributions in respect thereof, minus, without duplication and to the extent included (and not otherwise deducted)
in determining Consolidated Net Income for such period, the sum of (l) interest income (to the extent not netted against interest
expense in the calculation of Consolidated Interest Expense), (2) income tax credits and refunds (to the extent not netted from
Tax expense), (3) any cash payments made during such period in respect of items described in clause (v) above subsequent
to the applicable Test Period in which the relevant non-cash expenses or losses were incurred, (4) any non-recurring income or
gains directly as a result of discontinued operations, (5) any unrealized income or gains in respect of Swap Agreements (to the
extent not included in clause (1) above or netted against interest expense in the calculation of Consolidated Interest Expense),
(6) extraordinary, unusual or non-recurring income or gains, (7) gains on asset sales, disposals or abandonments (other than asset
sales, disposals or abandonments in the ordinary course of business), (8) any gain relating to amounts paid in cash prior to the
stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income for such period and (9) any
gain resulting from a change in accounting principles during such period to the extent included in Consolidated Net Income, each
as determined for the Borrower and its Restricted Subsidiaries in accordance with GAAP on a consolidated basis. For the avoidance
of doubt, the foregoing additions to, and subtractions from, Consolidated EBITDA shall not give effect to any items attributable
to the Unrestricted Subsidiaries. For the purposes of calculating Consolidated EBITDA for any Test Period, (I) if at any time during
such Test Period, the Borrower or any Restricted Subsidiary shall have made any Material Disposition or converted any Restricted
Subsidiary into an Unrestricted Subsidiary, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to
the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition or to such
conversion for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for
such Test Period, (II) if during such Test Period, the Borrower or any Restricted Subsidiary shall have converted any Unrestricted
Subsidiary into a Restricted Subsidiary, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma
effect thereto in accordance with Section 1.03(c) as if such conversion occurred on the first day of such Test Period and
(III) if during such Test Period, the Borrower or any Restricted Subsidiary shall have consummated a Permitted Acquisition or other
Investment permitted hereunder, Consolidated EBITDA for such Test Period shall be calculated as if such Permitted Acquisition or
other Investment were consummated on the first day of such Test Period. Notwithstanding anything to the contrary contained herein,
for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended
September 30, 2014, December 31, 2014 and March 31, 2015, Consolidated EBITDA for such fiscal quarters shall be $9,553,480, $25,172,146
and $20,420,337, respectively, in each case (which amounts, for the avoidance of doubt, shall be subject to add backs and adjustments
pursuant to clause (ix) above occurring or identified after the Closing Date and not otherwise included in the calculation
of the foregoing amounts).


 




    	 	11	 



     


    

  


“Consolidated
Funded Indebtedness” means at any date, the Funded Indebtedness of the Borrower and its Restricted Subsidiaries as of
such date, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Interest Expense” means, with reference to any period, the interest expense (including without limitation interest expense
under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Borrower and its Restricted Subsidiaries
calculated on a consolidated basis for such period with respect to all outstanding Indebtedness of the Borrower and its Restricted
Subsidiaries allocable to such period in accordance with GAAP (including, without limitation, all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers acceptance financing and net costs and benefits under interest
rate Swap Agreements to the extent such net costs and benefits are allocable to such period in accordance with GAAP). In the event
that the Borrower or any Restricted Subsidiary shall have completed a Material Disposition since the beginning of the relevant
period, Consolidated Interest Expense shall be determined for such period on a pro forma basis as if such disposition, and
any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period.


 


“Consolidated
Net Income” means, with reference to any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries
calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that there shall
be excluded the income of any Restricted Subsidiary (other than a Loan Party) to the extent that the declaration or payment of
dividends or other distributions by such Restricted Subsidiary of that income is not at the time permitted by any of its Organization
Documents, a requirement of Law or any agreement or instrument applicable to such Restricted Subsidiary, except that the amount
of cash dividends or other cash distributions actually paid to any Loan Party by any such Restricted Subsidiary during such period
shall be included; provided, further, that there shall be excluded any income (or loss) of any Person other than
the Borrower or a Restricted Subsidiary, but any such income so excluded may be included in such period or any later period to
the extent of any cash dividends or distributions actually paid in the relevant period to the Borrower or any wholly-owned Restricted
Subsidiary of the Borrower.


 




    	 	12	 



     


    

  


“Consolidated
Secured Debt” means, as of any date of determination, Consolidated Total Indebtedness outstanding on such date that is
secured by a Lien on any assets of the Borrower or any of its Restricted Subsidiaries.


 


“Consolidated
Subsidiary” means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of
which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared
as of such date in accordance with GAAP.


 


“Consolidated
Total Assets” means, as of the date of any determination thereof, total assets of the Borrower and its Restricted Subsidiaries
calculated in accordance with GAAP on a consolidated basis as of the end of the most recently completed Test Period.


 


“Consolidated
Total Indebtedness” means, as of the date of any determination thereof, (a) the sum, without duplication, of (x) the
aggregate Indebtedness of the Borrower and its Restricted Subsidiaries that is of the type described in clauses (a), (b)
and (e) and (to the extent relating to any such clause (a), (b) or (e)) clause (i) of the definition
of Indebtedness hereunder and (y) Indebtedness of the type referred to in clause (x) hereof of another Person guaranteed
by the Borrower or any of its Restricted Subsidiaries or secured by the assets of the Borrower or any of its Restricted Subsidiaries;
provided that Consolidated Total Indebtedness shall not include Indebtedness in respect of any letter of credit or bank
guaranty, except to the extent of unreimbursed obligations in respect of any drawn letter of credit or bank guaranty less
(b) the lesser of $45,000,000 and the aggregate amount of Unrestricted Cash at such time, which aggregate amount of Unrestricted
Cash shall exclude the cash proceeds of any Indebtedness incurred on such date.


 


“Consolidated
Working Capital” means, as at any date, the excess of Consolidated Current Assets over Consolidated Current Liabilities.


 


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


 


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


 


“Convertible
Senior Notes” means the 2.25% Cash Convertible Senior Notes in aggregate principal amount of $150,000,000 offered pursuant
to that certain Indenture dated as of November 25, 2013, by and between the Borrower and Wilmington Trust, National Association,
as Trustee.


 


“Copyrights”
means any and all rights in any works of authorship, including (i) copyrights and moral rights, (ii) copyright registrations and
recordings thereof and all applications in connection therewith, (iii) income, license fees, royalties, damages, and payments now
and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith
and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past, present, and future
infringements thereof and (v) all of each Borrower’s and each Loan Party’s rights corresponding thereto throughout
the world.


 




    	 	13	 



     


    

  


“Credit Agreement
Refinancing Indebtedness” means (a) Indebtedness or (b) Other Revolving Commitments, in each case, issued, incurred or
otherwise obtained (including by means of the extension or renewal of existing Indebtedness) to Refinance, in whole or in part,
existing Term Loans, existing Incremental Term Loans, outstanding Revolving Loans (and Revolving Commitments), outstanding Incremental
Revolving Loans (and Incremental Revolving Commitments) or any outstanding Credit Agreement Refinancing Indebtedness (“Refinanced
Debt”); provided that (i) such Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments,
the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount (or accreted value, if applicable)
not greater than the aggregate principal amount (or accreted value, if applicable) of the Refinanced Debt (and, in the case of
Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, Incremental Revolving Commitments or Other Revolving
Commitments, the amount thereof) (except by an amount equal to accrued and unpaid interest and premium thereon, including tender
premium, and underwriting and original issue discounts, fees, commissions, and expenses associated in connection with such extending,
renewing, replacement or refinancing), (ii) such Indebtedness has a maturity equal to or later than, and a Weighted Average Life
to Maturity equal to or greater than, the Refinanced Debt, (iii) the Refinanced Debt shall be repaid, defeased or satisfied and
discharged (and to the extent that the Refinanced Debt consists, in whole or in part, of Revolving Commitments, Incremental Revolving
Commitments, Other Revolving Commitments (or Revolving Loans, Incremental Revolving Loans, Other Revolving Loans, or Swing Line
Loans incurred pursuant to any Revolving Commitments, Incremental Revolving Commitments or Other Revolving Commitments), such Revolving
Commitments, Incremental Revolving Commitments or Other Revolving Commitments, as applicable, shall be terminated), and all accrued
interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the issuance, incurrence
or obtaining of such Credit Agreement Refinancing Indebtedness, (iv) in the case of Credit Agreement Refinancing Indebtedness in
the form of notes, such Credit Agreement Refinancing Indebtedness does not contain any mandatory prepayment provisions (other than
related to customary asset sale and change of control offers or cash or net share conversion settlement provisions in the case
of convertible notes) that could result in mandatory prepayments of such notes, in whole or in part, prior to the Refinanced Debt,
(v) such Indebtedness shall not be guaranteed by any Persons other than all or a portion of the Loan Parties, (vi) such Indebtedness
(if secured and not obtained pursuant to a Refinancing Amendment) shall be subject to a First Lien Intercreditor Agreement or Second
Lien Intercreditor Agreement, as applicable and (vii) the other terms and conditions of such Credit Agreement Refinancing Indebtedness
(excluding pricing, fees, rate floors and optional prepayment or redemption terms) are substantially identical to, or less favorable
to the investors providing such Credit Agreement Refinancing Indebtedness than, those applicable to the Refinanced Debt (except
for covenants or other provisions applicable only to periods after the Latest Maturity Date).


 


“Credit Exposure”
means, as applied to each Lender and with respect to each Class of its Commitments and/or Loans:


 


(i)          at
any time prior to the termination of the Commitments of the Lenders in respect of such Class, the sum, as applicable, of (A) the
Revolving Commitment Percentage of such Lender multiplied by the Revolving Committed Amount plus (B) the Incremental Revolving
Commitment Percentage of the relevant Class of such Lender multiplied by the total Incremental Revolving Commitments of such Class
plus (C) the Other Revolving Commitment Percentage of the relevant Class of such Lender multiplied by the total Other Revolving
Commitments of such Class plus (D) the Term Commitment Percentage of such Lender multiplied by the Term Committed Amount
of such Class plus (E) the Other Term Commitment Percentage of the relevant Class of such Lender multiplied by the total
Other Term Commitments of such Class plus (F) the Incremental Term Loan Commitment Percentage of the relevant Class of such
Lender multiplied by the total Incremental Term Loan Commitments of such Class; and


 




    	 	14	 



     


    

 


(ii)         at
any time after the termination of the Commitments of the Lenders in respect of such Class, the sum, as applicable, of (A) the principal
balance of the outstanding Loans of such Lender of such Class plus (B) in the case of the termination of the Revolving Commitments,
any Class of Incremental Revolving Commitments or any Class of Other Revolving Commitments, in each case, such Lender’s Participation
Interests in all L/C Obligations and Swing Line Loans issued under the relevant terminated Class.


 


“Credit Extension”
means a Borrowing or an L/C Credit Extension.


 


“Cumulative
Excess Cash Flow” means, at any time, an amount (not to be less than zero) equal to the sum of Excess Cash Flow for each
Excess Cash Flow Period ended prior to such time.


 


“Debt Issuance”
means the incurrence, issuance or assumption by the Borrower or any of its Restricted Subsidiaries of any Indebtedness.


 


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


 


“Default Rate”
means (i) overdue principal amounts (to the extent legally permitted) shall bear interest at a rate per annum that is equal
to (x) in the case of the Loans, the rate that would otherwise be applicable thereto plus 2.00% or (y) in the case of Reimbursement
Obligations, the rate applicable to a Revolving Loan that is a Base Rate Loan plus 2.00% and (ii) any overdue interest payable
on any Loan or Reimbursement Obligation or any overdue Commitment Fee or other overdue amount payable hereunder shall bear interest
at a rate per annum equal to the rate then applicable to Base Rate Loans plus 2.00%, in each case, with respect to clauses
(i) and (ii) above, from the date such amount was due until such overdue amount is paid in full (after as well as before
judgment).


 


“Defaulting
Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its
Loans or participations in respect of an L/C Obligation within two Business Days of the date such Loans were required to be funded
hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such
Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable
default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent,
any L/C Issuer, any Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect
of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified
the Borrower, the Administrative Agent or any L/C Issuer or Swing Line Lender that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect (unless such notice or public statement relates to such Lenders’
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified
in such notice or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with
its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has,
or has a direct or indirect parent company that has, after the date of this Agreement, (i) become the subject of a proceeding under
any Bankruptcy Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit
of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender
shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any
direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or
provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender
is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error,
and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) upon delivery of written notice of
such determination to the Borrower, each L/C Issuer, each Swing Line Lender and each Lender.


 




    	 	15	 



     


    

  


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


 


“Discharge of
Senior Credit Obligations” means (i) payment in full in cash of the principal of and interest (including interest accruing
on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would
be, allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the Loan Documents
and termination of all commitments to lend or otherwise extend credit under the Loan Documents, (ii) payment in full in cash of
all other Finance Obligations under the Loan Documents that are due and payable or otherwise accrued and owing at or prior to the
time such principal and interest are paid (including legal fees and other expenses, costs or charges accruing on or after the commencement
of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be,
allowed in such Insolvency or Liquidation Proceeding), other than Cash Management Obligations and Swap Obligations not yet due
and payable and (iii) termination, cancellation or Cash Collateralization of all Letters of Credit issued or deemed issued under
the Loan Documents.


 


“Discount Prepayment
Accepting Lender” has the meaning specified in Section 2.19(b)(ii).


 


“Discount Range”
has the meaning specified in Section 2.19(c)(i).


 


“Discount Range
Prepayment Amount” has the meaning specified in Section 2.19(c)(i).


 


“Discount Range
Prepayment Notice” means a written notice of a Solicitation of Discount Range Prepayment Offers made pursuant to Section
2.19(c)(i) substantially in the form of Exhibit N hereto.


 


“Discount Range
Prepayment Offer” means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit O
hereto, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range
Prepayment Notice.


 


“Discount Range
Prepayment Response Date” has the meaning specified in Section 2.19(c)(i).


 


“Discount Range
Proration” has the meaning specified in Section 2.19(c)(iii).


 


“Discounted
Prepayment Determination Date” has the meaning specified Section 2.19(d)(iii).


 




    	 	16	 



     


    

  


“Discounted
Prepayment Effective Date” means in the case of an Offer of Specified Discount Prepayment, Solicitation of Discount Range
Prepayment Offer or Solicitation of Discounted Prepayment Offer, five (5) Business Days following the receipt by each relevant
Term Lender of notice from the Auction Agent in accordance with Section 2.19(b), Section 2.19(c) or Section 2.19(d),
as applicable unless a shorter period is agreed between the Borrower or any of its Subsidiaries and Auction Agent.


 


“Discounted
Term Loan Prepayment” has the meaning specified in Section 2.19(a).


 


“Disposition”
means, with respect to any Person, a sale, transfer, lease or disposition of any asset of such Person (including any such transaction
effected by way of merger or consolidation and including any issuance of any of Equity Interests in a Subsidiary of such Person).
“Dispose” and “Disposed”, as to any asset subject to the Disposition, shall have meanings
correlative to the foregoing.


 


“Disqualified
Capital Stock” means any Equity Interest of any Person that is not Qualified Capital Stock.


 


“Disqualified
Institutions” means any Person that is (a) designated by the Borrower, by written notice delivered to the Administrative
Agent on or prior to July 15, 2015, as a disqualified institution, (b) a Competitor or Competitor Controller identified from time
to time by written notice delivered to the Administrative Agent or (c) clearly identifiable, solely on the basis of such Person’s
name, as an Affiliate of any Person referred to in clause (a) or (b) above; provided, however, Disqualified Institutions
shall (A) exclude any Person that the Borrower has designated as no longer being a Disqualified Institution by written notice delivered
to the Administrative Agent from time to time and (B) include (I) any Person that is added as a Disqualified Institution under
clause (a) hereof and (II) any Person that is clearly identifiable, solely on the basis of such Person’s name, as an Affiliate
of any Person referred to in clause (B)(I), pursuant to a written supplement to the list of Disqualified Institutions, that is
delivered by the Borrower Representative after July 15, 2015 to the Administrative Agent, if such supplemented list is approved
by the Administrative Agent (which approval shall not be unreasonably withheld or delayed). Such supplement shall become effective
immediately upon delivery to the Administrative Agent, but which shall not apply retroactively to disqualify any Persons that have
previously acquired an assignment or participation interest in the Loans and/or Commitments as permitted herein. In no event shall
a Bona Fide Debt Fund be a Disqualified Institution unless such Bona Fide Debt Fund is identified under clause (a) or (b) above.


 


“Dollars”
and “$” means, lawful money of the United States.


 


“Domestic Guarantor”
means each Guarantor that is a Domestic Subsidiary.


 


“Domestic Subsidiary”
means, with respect to any Person, any Subsidiary that is organized under the laws of a jurisdiction in the United States, any
State thereof or the District of Columbia.


 


“Economic Sanctions
Laws” refers to applicable U.S. Laws regarding economic sanctions or embargoes including the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701 et. seq., the Trading with the Enemy Act, 50 U.S.C. §§ 1 et. seq., and
any regulations promulgated thereunder imposing economic sanctions or embargoes.


 




    	 	17	 



     


    

  


“Eligible Assignee”
means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any other bank, business development company,
finance company or other financial institution that provides loans in the ordinary course of its business approved by, solely in
the case of this clause (iv), the Administrative Agent (and, in the case of any assignment of a Revolving Commitment
and/or a Revolving Loan, the L/C Issuers and the Swing Line Lender) and unless a payment or bankruptcy Event of Default has occurred
and is continuing, the Borrower (each such approval not to be unreasonably (other than in the case of any assignment to a competitor
of the Borrower) withheld or delayed; provided that, with respect to any Borrower consent that is required, 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 the Borrower has received notice thereof); provided that notwithstanding the foregoing
(but, for the avoidance of doubt, subject to the provisions of Section 2.19), “Eligible Assignee” shall not
include the Borrower or any of its Subsidiaries. For the avoidance of doubt, under no circumstances will a Disqualified Institution
be an Eligible Assignee.


 


“Embargoed Person”
refers to any Person that is identified on the Specially Designated Nationals List maintained by OFAC.


 


“Employee Benefit
Arrangements” means in any jurisdiction the material benefit schemes or arrangements in respect of any employees or past
employees operated, maintained or contributed to by the Borrower or any of its Restricted Subsidiaries or in which the Borrower
or any of its Restricted Subsidiaries participates and which provide benefits on ill-health, injury, death or voluntary withdrawal
from or termination of employment, including termination indemnity payments and life assurance and post-retirement medical benefits,
other than Plans or Foreign Pension Plans.


 


“Enforceability
Limitations” has the meaning specified Section 5.04.


 


“Environment”
means ambient air, indoor air, surface water, groundwater, land and subsurface strata and natural resources such as wetlands, flora
and fauna.


 


“Environmental
Laws” means all Laws, Environmental Permits or governmental restrictions relating to pollution or the protection of the
Environment, including those relating to the generation, use, transportation, distribution, storage, treatment, disposal, presence,
Release or threat of Release of any Hazardous Materials.


 


“Environmental
Liability” means any liability, contingent or otherwise, of the Borrower or any of its Restricted Subsidiaries resulting
from or based on (i) violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage or treatment
of any Hazardous Material, (iii) exposure to any Hazardous Material, (iv) the presence, Release or threatened Release of any Hazardous
Material into the Environment or (v) any contract or agreement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.


 


“Environmental
Permit” means any permit, license, approval, registration, notification, exemption, consent or other authorization required
by or from a Governmental Authority under Environmental Law.


 


“Equity Equivalents”
means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or
other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such
Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of
issuance or upon the passage of time or the occurrence of some future event, but excluding any Indebtedness convertible into Equity
Interests.


 


“Equity Interests”
means all shares of capital stock, partnership interests (whether general or limited), limited liability company membership interests,
beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive a share of
profits or losses, or distributions of assets, of an issuing Person, but excluding any Indebtedness convertible into such Equity
Interests.


 




    	 	18	 



     


    

  


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


 


“ERISA Affiliate”
means each entity that together with the Borrower or any of its Restricted Subsidiaries, 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.


 


“ERISA Event”
means, with respect to any Plan:


 


(i)          a
reportable event as defined in Section 4043 of ERISA and the regulations issued under such Section with respect to a Plan, excluding,
however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified
within 30 days of the occurrence of such event;


 


(ii)         the
requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA,
of any Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected
to occur with respect to such Plan within the following 30 days;


 


(iii)        the
failure to meet the minimum funding standard of Section 412 of the Code with respect to any Plan (whether or not waived in accordance
with Section 412 of the Code), the application for a minimum funding waiver under Section 302(c) of ERISA with respect to any Plan,
the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure
to make any required contribution to a Multiemployer Plan, the determination that any Plan is, or is reasonably expected to be,
in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code);


 


(iv)        (A)
the incurrence of any material liability by the Borrower or any of its Restricted Subsidiaries pursuant to Title I of ERISA or
to the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), or the
occurrence or existence of any event, transaction or condition that could reasonably be expected to result in the incurrence of
any such liability by the Borrower or any of its Restricted Subsidiaries pursuant to Title I of ERISA or to such penalty or excise
tax provisions of the Code; or (B) the incurrence of any material liability by the Borrower or any of its Restricted Subsidiaries
or an ERISA Affiliate pursuant to Title IV of ERISA (other than for PBGC premiums due but not delinquent) or the occurrence or
existence of any event, transaction or condition that could reasonably be expected to result in the incurrence of any such material
liability or imposition of any lien on any of the rights, properties or assets of the Borrower or any of its Restricted Subsidiaries
or any ERISA Affiliate pursuant to Title IV of ERISA or to Section 412 of the Code;


 


(v)         the
provision by the administrator of any Plan of a notice pursuant to Section 4041(a)(2) of ERISA (or the reasonable expectation of
such provision of notice) of intent to terminate such Plan in a distress termination described in Section 4041(c) of ERISA, the
institution by the PBGC of proceedings to terminate any Plan or the occurrence of any event or condition which could reasonably
be expected to constitute grounds under ERISA for the termination of a Plan by the PBGC, or the appointment of a trustee by the
PBGC to administer any Plan;


 




    	 	19	 



     


    

  


(vi)        the
withdrawal of the Borrower or any of its Restricted Subsidiaries or ERISA Affiliate in a complete or partial withdrawal (within
the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if it would reasonably be expected to result in liability
therefor, or the receipt by the Borrower or any of its Restricted Subsidiaries or ERISA Affiliate of notice from any Multiemployer
Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or is in “endangered” or
“critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or that it intends to terminate
or has terminated under Section 4041A or 4042 of ERISA;


 


(vii)       the
imposition of liability (or the reasonable expectation thereof) on the Borrower or any of its Restricted Subsidiaries or ERISA
Affiliate pursuant to Section 4062, 4063, 4064 or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA;


 


(viii)      the
assertion of a material claim (other than routine claims for benefits) against any Plan (other than a Multiemployer Plan) or the
assets thereof, or against the Borrower or any of its Restricted Subsidiaries in connection with any Plan;


 


(ix)         the
receipt by the Borrower or any of its Restricted Subsidiaries from the United States Internal Revenue Service of notice of (x)
the failure of any Plan (or any Employee Benefit Arrangement intended to be qualified under Section 401(a) of the Code) to qualify
under Section 401 (a) of the Code, or (y) the failure of any trust forming part of any Plan or Employee Benefit Arrangement to
qualify for exemption from taxation under Section 501(a) of the Code (excluding, for purposes of this clause (ix), plan
document or operational failures that are eligible for correction under the Employee Plans Compliance Resolution System and are
corrected pursuant thereto); and


 


(x)          the
establishment or amendment by the Borrower or any of its Restricted Subsidiaries of any Welfare Plan that provides post-employment
welfare benefits in a manner that would reasonably be expected to result in a Material Adverse Effect, other than as may be required
under applicable law.


 


“Eurodollar
Loan” means at any date a Loan which bears interest at a rate based on the Adjusted Eurodollar Rate.


 


“Eurodollar
Rate” means, for any Interest Period as to any Eurodollar Rate Loan, (i) the rate per annum determined by the
Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank
offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) (the “LIBO
Rate”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period
in Dollars, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such
Interest Period or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service
or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate
on such other page or other service which displays the LIBO Rate for deposits (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two
Business Days prior to the commencement of such Interest Period; provided that if LIBO Rates are quoted under either of
the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the LIBO Rate
shall be equal to the Interpolated Rate; provided, further, that if any such rate determined pursuant to the preceding
clauses (i) or (ii) is below zero, the Eurodollar Rate will be deemed to be zero.


 




    	 	20	 



     


    

  


“Eurodollar
Reserve Percentage” means for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried
out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time
to time by the Board of Governors of the Federal Reserve System (or any other entity succeeding to the functions currently performed
thereby) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement)
with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Adjusted Eurodollar
Rate for each outstanding Eurodollar Loan shall be adjusted automatically on and as of the effective date of any change in the
Eurodollar Reserve Percentage.


 


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


 


“Excess Cash
Flow” means, for any period, without duplication:


 


(a)          the
sum of:


 


(i)          Consolidated
Net Income (or loss) for such period, plus


 


(ii)         the
aggregate amount of all non-cash charges deducted (less the amount of all non-cash credits included) in arriving at such Consolidated
Net Income (or loss), plus


 


(iii)        the
difference, if positive, of the amount of Consolidated Working Capital at the end of the prior Excess Cash Flow Period (or the
beginning of the Excess Cash Flow Period in the case of the first Excess Cash Flow Period) over the amount of Consolidated Working
Capital at the end of such Excess Cash Flow Period, disregarding, for the avoidance of doubt any third-party indemnification payments
received by the Borrower or any of its Subsidiaries, plus


 


(iv)        the
net amount of any non-cash loss (less any non-cash gain) incurred in connection with the receipt of Net Cash Proceeds (other than
sales of inventory and other Dispositions in the ordinary course of business) of the type described in clause (i) of the
definition of Net Cash Proceeds to the extent included in arriving at such Consolidated Net Income (or loss), plus


 


(v)         the
aggregate amount of cash dividends and other cash distributions received during such period by the Borrower or any Restricted Subsidiary
in respect of minority Equity Interests in any Person, less


 


(b)          the
sum of:


 


(i)          the
aggregate amount of Consolidated Capital Expenditures (A) made or paid by the Borrower and its Restricted Subsidiaries in cash
during such period solely to the extent permitted by this Agreement and (B) excluding any amount funded with proceeds from the
issuance of Funded Indebtedness (other than revolving Indebtedness) or Equity Interests, plus


 


(ii)         the
aggregate amount of Investments, Restricted Payments and all fees and expenses associated therewith (other than Restricted Payments
made under Section 7.06(h)) (A) made, paid or committed to be made by the Borrower and its Subsidiaries in cash within the
period ending on the date of delivery of the Compliance Certificate required to be delivered for such period to the extent permitted
by this Agreement and (B) excluding any amount funded (I) with the proceeds from the issuance of Funded Indebtedness (other than
revolving Indebtedness) or Equity Interests or (II) out of the Available Amount, plus


 




    	 	21	 



     


    

 


(iii)        the
aggregate amount of all regularly scheduled and other mandatory principal payments of Consolidated Funded Indebtedness made during
such period, excluding any amount funded with proceeds from the issuance of Funded Indebtedness (other than revolving Indebtedness),
Capital Leases or Equity Interests, plus


 


(iv)        the
aggregate principal amount of all optional prepayments or repurchases (if such repurchases are made at a discount, the amount paid
for such repurchases) of Consolidated Funded Indebtedness (other than Term Loans, Other Term Loans, Incremental Term Loans, Credit
Agreement Refinancing Indebtedness and Consolidated Funded Indebtedness that is revolving in nature) made during such period, excluding
any amount funded through (I) proceeds from the issuance of Funded Indebtedness (other than revolving Indebtedness), Capital Leases
or Equity Interests, (II) proceeds from any Asset Disposition or (III) proceeds of any Casualty or Condemnation, plus


 


(v)         the
absolute value of the difference, if negative, of the amount of Consolidated Working Capital at the end of the prior Excess Cash
Flow Period (or the beginning of the Excess Cash Flow Period in the case of the first Excess Cash Flow Period) over the amount
of Consolidated Working Capital at the end of such Excess Cash Flow Period, plus


 


(vi)        any
premium, make-whole or penalty payments paid in cash during such period in connection with the prepayment, redemption, purchase,
defeasance or other satisfaction prior to scheduled maturity of Indebtedness permitted to be prepaid, redeemed, purchased, defeased
or satisfied hereunder to the extent such premium, make-whole or penalty payments are not expensed during such period or otherwise
deducted in calculating Consolidated Net Income, excluding any amount funded (I) with proceeds from the issuance of Funded Indebtedness
(other than revolving Indebtedness) or Equity Interests, (II) with proceeds from any Asset Disposition, or (III) with the proceeds
of any Casualty or Condemnation, plus


 


(vii)       the
aggregate amount of net income in respect of minority Equity Interests in any Person for such period included in arriving at such
Consolidated Net Income (or loss), plus


 


(viii)      cash
payments during such period permitted hereunder in respect of long-term liabilities (other than Indebtedness) to the extent such
payments are not expensed during such period or are not deducted in calculating Consolidated Net Income, except to the extent financed
with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries, plus


 


(ix)         the
aggregate amount of any payments in respect of purchase price adjustments or earn-outs made in cash during such period by Borrower
or its Subsidiaries or committed to be made within the period ending on the date of delivery of the Compliance Certificate required
to be delivered for such period and in connection with any Permitted Acquisition or other Investment permitted hereunder, plus


 




    	 	22	 



     


    

  


(x)          all
non-cash income or gains increasing Consolidated Net Income for such period, including for the items referred to in clauses (1)
through (9) of the definition of “Consolidated EBITDA” (excluding any such non-cash income or gains to the extent it
represents the reversal of an accrual or reserve for potential cash gain made in any prior period).


 


“Excess Cash
Flow Period” means each fiscal year of the Borrower beginning with the Fiscal Year ending on December 31, 2016.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded Communications”
has the meaning specified in Section 10.02(d).


 


“Excluded Property” means
“Excluded Property” as defined in the Security Agreement.


 


“Excluded Subsidiary”
means (a) any Subsidiary that is prohibited by any Law or by any Contractual Obligation existing on the Closing Date from Guaranteeing
the Senior Credit Obligations or any Subsidiary that would require consent, approval, license or authorization of any Governmental
Authority in order to Guarantee the Senior Credit Obligations unless such consent, approval, license or authorization has been
received, (b) any Subsidiary that is a CFC or any Domestic Subsidiary that holds no material assets other than Equity Interests
in one or more CFCs, (c) any Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, (d) any Immaterial Subsidiary, (e)
any not-for-profit Subsidiary and (f) any captive insurance company.


 


“Excluded Swap
Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of
the Guarantee of such Loan Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such
Swap Obligation (or any guaranty thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such
Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity
Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Party, or grant by such Loan Party of a security
interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing
more than one Swap Agreement, such exclusion shall apply to only the portion of such Swap Obligations that is attributable to Swap
Agreements for which such Guarantee or security interest becomes illegal or unlawful.


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender Party or any other recipient of any payment made by or on account of
any obligation of any Loan Party under any Loan Document,


 


(a)          Taxes
imposed on (or measured by) overall net income, and franchise Taxes imposed (in lieu of net income Taxes), by the United States
or by the jurisdiction under the laws of which such recipient is organized or in which its office is located or, in the case of
any Lender, in which its Lending Office is located, or as a result of a present or former connection between such recipient and
the jurisdiction (or any political subdivision thereof) of the Governmental Authority imposing such Tax (other than a connection
arising solely from such recipient having executed, delivered, performed its obligations or received a payment under, received
or perfected a security interest under, having been a party to, having enforced, or having engaged in any other transaction pursuant
to this Agreement or any other Loan Document);


 




    	 	23	 



     


    

  


(b)          any
branch profits Taxes under Section 884(a) of the Code or any similar Taxes imposed by a jurisdiction described in clause (a)
of this definition;


 


(c)          any
U.S. federal withholding Taxes imposed on or with respect to amounts payable to a Non-U.S. Lender by a law in effect on the date
on which such Non-U.S. Lender becomes a party hereto (or designates a new Lending Office), except (i) to the extent that such Non-U.S.
Lender (or its assignor) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional
amounts from the applicable Loan Party with respect to such withholding Tax pursuant to Section 3.01, or (ii) if such
Non-U.S. Lender is an assignee pursuant to a request by the Borrower under Section 3.07;


 


(d)          any
U.S. federal withholding Taxes attributable to such recipient’s failure to comply with Section 3.01(f); or


 


(e)          any
U.S. federal Taxes imposed under FATCA.


 


“Existing Credit
Agreement” has the meaning set forth in the Preliminary Statements.


 


“Existing Lenders”
has the meaning set forth in the Preliminary Statements.


 


“Existing Loan
Documents” means “Loan Documents” as defined in the Existing Credit Agreement.


 


“Failed Loan”
has the meaning specified in Section 2.03(d).


 


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


 


“FCPA”
has the meaning set forth in Section 5.22.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on the next succeeding Business Day as so published
on the next succeeding Business Day and (ii) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1.00%) charged
to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.


 


“Finance Document”
means (i) each Loan Document, (ii) each Swap Agreement between one or more Loan Parties and a Swap Creditor evidencing Swap Obligations
and (iii) each Secured Cash Management Agreement, and “Finance Documents” means all of them, collectively.


 


“Finance Obligations”
means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of a Loan Party permitted hereunder owed or owing
to any Swap Creditor and (iii) all Cash Management Obligations; provided, however, that the “Finance Obligations”
of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.


 




    	 	24	 



     


    

 


“Finance Party”
means each Lender, the Swing Line Lender, each L/C Issuer, each Swap Creditor, each Cash Management Bank, each Agent and each Indemnitee
and their respective successors and assigns, and “Finance Parties” means any two or more of them, collectively.


 


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


 


“First Lien
Intercreditor Agreement” means a First Lien Intercreditor Agreement among the Administrative Agent and one or more Senior
Representatives for holders of Indebtedness secured by Liens on the Collateral that are pari passu with the Liens on the
Collateral securing the Senior Credit Obligations, in form and substance reasonably satisfactory to the Administrative Agent.


 


“Foreign Benefit
Event” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount
permitted under any applicable Law or in excess of the amount that would be permitted absent a waiver from a Governmental Authority,
(b) the failure to make the required contributions or payments, under any applicable Law, on or before the due date for such contributions
or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension
Plan, or alleging the insolvency or any such Foreign Pension Plan, (d) the incurrence of any liability by the Company or any Subsidiary
under applicable Law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial
withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable
Law and that would reasonably be expected to result in the incurrence of any liability by the Company or any of the Subsidiaries,
or the imposition on the Company or any of the Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance
with any applicable Laws.


 


“Foreign Pension
Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established
or maintained outside the United States by the Borrower or any Restricted Subsidiary primarily for the benefit of employees of
the Borrower or any Restricted Subsidiary residing outside the United States, which plan, fund or other similar program provides,
or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of
employment, and which plan is not subject to ERISA or the Code; provided that, for the avoidance of doubt, any governmental
plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with
respect to the wages of an employee will not be considered a “Foreign Pension Plan”.


 


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


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuers, such Defaulting Lender’s Applicable
Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b)
with respect to any Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing
Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders
or Cash Collateralized in accordance with the terms of Section 2.17(a)(iv).


 




    	 	25	 



     


    

  


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


 


“Funded Indebtedness”
means, with respect to any Person, all Indebtedness of such Person that by its terms matures more than one year after the date
of determination or incurrence or matures within one year from such date but is renewable or extendible, at the option of such
Person, to a date more than one year after such date or arises under a revolving credit or similar agreement that obligates the
lender or lenders to extend credit during a period of more than one year after such date, including, without limitation, all amounts
of Funded Indebtedness of such Person required to be paid or prepaid within one year after the date of its creation.


 


“GAAP”
means, subject to Section 1.03(b), United States generally accepted accounting principles as in effect as of the date
of determination thereof.


 


“Government
Acts” has the meaning specified in Section 2.05(l).


 


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


 


“Group”
means at any time a group of Loans consisting of (i) all Loans which are Base Rate Loans at such time or (ii) all Loans which are
Eurodollar Loans having the same Interest Period at such time.


 


“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 or customary and reasonable indemnity obligations in
effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement
(other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to
the lesser of (i) the stated or determinable amount of the primary payment obligation in respect of which such Guarantee is made
and (ii) the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such
Guarantee, unless such primary payment obligation and the maximum amount for which such guaranteeing Person may be liable are not
stated or determinable, in which case the amount of the Guarantee shall be such guaranteeing Person’s maximum reasonably
possible liability in respect thereof as reasonably determined by the Borrower in good faith.


 


“Guarantor”
means collectively, (A) each Restricted Subsidiary of the Borrower (except the Borrower and any Excluded Subsidiary) and (B) each
Subsidiary of the Borrower that becomes a party to the Guaranty Agreement or other guaranty agreement after the Closing Date required
pursuant to Section 6.09, and “Guarantors” means any two or more of them.


 




    	 	26	 



     


    

  


“Guaranty Agreement”
means the Guaranty, substantially in the form of Exhibit E hereto, by the Borrower and the Subsidiary Guarantors in favor
of the Administrative Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms
thereof and of this Agreement.


 


“Hazardous Materials”
means all materials, chemicals, substances, wastes, pollutants, contaminants, compounds, mixtures and constituents in any form,
including petroleum or petroleum products, asbestos or asbestos-containing materials, polychlorinated biphenyls or radon gas, regulated
pursuant to, or which can give rise to liability under, any Environmental Law.


 


“Honor Date”
has the meaning specified in Section 2.05(e)(i).


 


“Identified
Participating Lenders” has the meaning specified in Section 2.19(c)(iii).


 


“Identified
Qualifying Lenders” has the meaning specified in Section 2.19(d)(iii).


 


“Immaterial
Subsidiary” means, as of any date of determination, any direct or indirect Subsidiary of the Borrower that has been designated
by the Borrower to the Administrative Agent in writing (and not redesignated as a Material Subsidiary as provided below) as an
“Immaterial Subsidiary”; provided that (i) for purposes of this Agreement, at no time shall the revenues for
all Immaterial Subsidiaries equal or exceed, in the aggregate, 7.5% of the consolidated revenues of the Borrower and its Restricted
Subsidiaries for such Test Period, (ii) the Borrower shall not designate any new Immaterial Subsidiary if such designation would
not comply with the provisions set forth in clause (i) above, (iii) if the revenues of all Subsidiaries so designated by
the Borrower as “Immaterial Subsidiaries” (and not redesignated as “Material Subsidiaries”) shall at any
time exceed the limit set forth in clause (i) above, then the Borrower (or in the event the Borrower has failed to do so
concurrently with the delivery of financial statements required for such Test Period by Section 6.01(a) or (b), the
Administrative Agent) shall redesignate one or more Immaterial Subsidiaries as Material Subsidiaries such that, as a result thereof,
the revenues of all Subsidiaries still designated as “Immaterial Subsidiaries” do not exceed such limit and (iv) neither
the Borrower nor any direct or indirect parent company of the Borrower may be designated as an “Immaterial Subsidiary”;
provided, further, that the Borrower may designate and re-designate a Subsidiary as an Immaterial Subsidiary at any
time, subject to the terms set forth in this definition. Notwithstanding the foregoing, for any determination made as of or prior
to the date any Person becomes an indirect or direct Subsidiary of the Borrower, such determination and designation shall be made
based on financial statements provided by or on behalf of such Person in connection with the acquisition by the Borrower of such
Person or such Person’s assets.


 


“Increase Effective
Date” has the meaning set forth in Section 2.15(a).


 


“Increase Joinder”
has the meaning set forth in Section 2.15(c).


 


“Incremental
Facilities” has the meaning set forth in Section 2.15(a).


 


“Incremental
Loans” means, collectively, the Incremental Term Loans and Incremental Revolving Loans.


 




    	 	27	 



     


    

  


“Incremental
Revolving Commitment Percentage” means, for each Lender, the percentage of the aggregate Incremental Revolving Commitments
represented by such Lender’s Incremental Revolving Commitment at such time and identified as its Incremental Revolving Commitment
Percentage in any Increase Joinder, as such percentage may be modified in connection with any Assignment and Assumption made in
accordance with the provisions of Section 10.06(b).


 


“Incremental
Revolving Commitments” has the meaning set forth in Section 2.15(a).


 


“Incremental
Revolving Increase” has the meaning set forth in Section 2.15(a).


 


“Incremental
Revolving Loans” has the meaning set forth in Section 2.15(a).


 


“Incremental
Term Facility” has the meaning set forth in Section 2.15(a).


 


“Incremental
Term Loan Commitment Percentage” means, for each Lender, the percentage of the aggregate Incremental Term Loan Commitments
represented by such Lender’s Incremental Term Loan Commitment at such time and identified as its Incremental Term Loan Commitment
Percentage in any Increase Joinder, as such percentage may be modified in connection with any Assignment and Assumption made in
accordance with the provisions of Section 10.06(b).


 


“Incremental
Term Loan Commitments” has the meaning set forth in Section 2.15(a).


 


“Incremental
Term Loans” has the meaning set forth in Section 2.15(a).


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (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 (excluding trade accounts payable and accrued expenses
arising in the ordinary course of business and licenses in the ordinary course of business), (d) all obligations of such Person
in respect of the deferred purchase price of property or services (but excluding (i) trade accounts and accrued expense payable
not more than 90 days overdue incurred in the ordinary course of business, (ii) payroll liabilities and deferred compensation and
(iii) any purchase price adjustment, royalty, earnout, contingent payment or deferred payment of a similar nature incurred in connection
with an acquisition), (e) all Capital Lease Obligations and Synthetic Lease Obligations of such Person, (f) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit and surety bonds, (g) all obligations, contingent
or otherwise, of such Person in respect of bankers’ acceptances, (h) 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; provided that, if such Person
has not assumed or otherwise become liable in respect of such Indebtedness, such obligations shall be deemed to be in an amount
equal to the lesser of (i) the unpaid amount of such Indebtedness and (ii) fair market value of such property at the time of determination
(in the Borrower’s good faith estimate), (i) all Guarantees by such Person of Indebtedness of others and (j) all Disqualified
Capital Stock. 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 any Taxes other than Excluded Taxes.


 


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


 


“Information”
has the meaning specified in Section 10.07.


 




    	 	28	 



     


    

  


“Insolvency
or Liquidation Proceeding” means (i) any voluntary or involuntary case or proceeding under the Bankruptcy Code or any
other Bankruptcy Law with respect to any Loan Party, (ii) any other voluntary or involuntary insolvency, examinership, reorganization
or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect
to any Loan Party or with respect to a material portion of their respective assets, (iii) any liquidation, dissolution, examinership,
reorganization or winding up of any Loan Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy
or (iv) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Loan Party.


 


“Insurance Proceeds”
means all insurance proceeds (other than business interruption insurance proceeds), damages, awards, claims and rights of action
with respect to any Casualty.


 


“Intellectual
Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable),
algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints,
drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other
forms of technology or proprietary information of any kind, including all rights therein and all applications for registration
or registrations thereof.


 


“Intercompany
Note” means a promissory note (x) contemplated by Section 7.04(d), substantially in the form of Exhibit H
hereto or (y) listed on Schedule 7.04(2) .


 


“Interest Payment
Date” means (i) as to Base Rate Loans, the last Business Day of each March, June, September and December (commencing
September 30, 2015) and the Maturity Date for Loans of the applicable Class and (ii) as to Eurodollar Loans, the last day of each
applicable Interest Period and the Maturity Date for Loans of the applicable Class, and in addition where the applicable Interest
Period for a Eurodollar Loan is greater than three months, then also the respective dates that fall every three months after the
beginning of such Interest Period.


 


“Interest Period”
means with respect to each Eurodollar Loan, a period commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in the applicable Notice of Extension/Conversion and ending one (1), three (3) or six (6) (or
if agreed by all relevant Lenders, twelve (12)) months thereafter, as the Borrower may elect in the applicable notice; provided
that:


 


(i)          any
Interest Period which would otherwise end on a day which is not a Business Day shall, subject to clause (iv) below, be extended
to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period
shall end on the next preceding Business Day;


 


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


 


(iii)        if
so provided in a written notice to the Borrower by the Administrative Agent at the direction of the Required Lenders, no Interest
Period in excess of one month may be selected at any time when an Event of Default is then in existence; and


 


(iv)        no
Interest Period may be selected which would end after the Maturity Date for Loans of the applicable Class.


 




    	 	29	 



     


    

  


“Interpolated
Rate” means, in relation to the LIBO Rate for any Loan, the rate which results from interpolating on a linear basis between:
(a) the applicable LIBO Rate for the longest period (for which that LIBO Rate is available) which is less than the Interest Period
of that Loan and (b) the applicable LIBO Rate for the shortest period (for which that LIBO Rate is available) which exceeds the
Interest Period of that Loan, each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement
of such Interest Period of that Loan.


 


“Investment”
means, any transaction to (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that
was not a Wholly Owned Restricted Subsidiary prior to such merger) any Equity Interest, 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 (ii)
purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any
assets of any other Person constituting a business unit, division or line of business of such Person.


 


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


 


“Junior Debt
Payment” means (i) any payment to voluntarily redeem, purchase, prepay, retire, defease or otherwise acquire for value
prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment any Subordinated Indebtedness or unsecured Indebtedness
for borrowed money, or set aside any funds for such purpose, except any purchase, prepayment, retirement, defeasance or acquisition
of such Indebtedness in connection with a refinancing of such Indebtedness with Permitted Refinancing Indebtedness thereof (it
being understood that any customary provision requiring an offer or requirement to purchase such Indebtedness as a result of a
change of control or asset sale and any cash settled or net share settled conversion obligations shall not violate the foregoing
restriction) and (ii) any cash interest payment in respect of Subordinated Indebtedness (other than (x) regularly scheduled interest
payments as and when due in respect of Subordinated Indebtedness permitted under this Agreement, (y) AHYDO payments and (z) any
conversion of such Indebtedness into Equity Interests, if such payments are not then prohibited by the subordination provisions
thereof, which shall be permitted).


 


“L/C Borrowing”
means a Revolving Borrowing made pursuant to Section 2.05(e)(iv) and (v) to refinance Unreimbursed Amounts in respect of
drawn Letters of Credit.


 


“L/C Commitment”
means the commitment of each L/C Issuer to issue Letters of Credit in an aggregate face amount at any one time outstanding (together
with the amounts of any unreimbursed drawings thereon) of up to its L/C Issuer Sublimit.


 


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


 


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


 


“L/C Documents”
means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any Letter of Credit Application and any agreements, instruments, Guarantee or other documents (whether general in application
or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned
or at risk or (ii) any collateral security for such obligations.


 




    	 	30	 



     


    

  


“L/C Issuer”
means (i) Barclays Bank PLC, in its capacity as issuer of Letters of Credit under Section 2.05(a), and its successor or
successors in such capacity and (ii) any other Revolving Lender (or, if reasonably satisfactory to the Administrative Agent, an
Affiliate of any Revolving Lender) which the Borrower shall have designated as a “L/C Issuer” by notice to the Administrative
Agent with the consent of such other Revolving Lender or Affiliate of a Revolving Lender, as applicable. Notwithstanding anything
herein to the contrary, neither Barclays Bank PLC nor any of its branches or Affiliates shall be required to issue any commercial
letters of credit hereunder.


 


“L/C Issuer
Fees” has the meaning specified in Section 2.11(b)(iii).


 


“L/C Issuer
Sublimit” means, with respect to Barclays Bank PLC, an amount equal to $10,000,000 and, with respect to any other L/C
Issuer, such amount as may be mutually agreed among the Borrower, such other L/C Issuer and Barclays Bank PLC. The L/C Issuer Sublimit
is a part of, and not in addition to, the Revolving Committed Amount or the L/C Sublimit.


 


“L/C Obligations”
means at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under
Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit
plus (ii) the aggregate amount of all Unreimbursed Amounts not then paid by the Borrower as provided in Section 2.05(e)(ii),
(iii), (iv) or (v) to the applicable L/C Issuer in respect of drawings under Letters of Credit, including
any portion of any such obligation to which a Lender has become subrogated pursuant to Section 2.05(e)(vi). For all purposes
of this Agreement and all other Loan Documents, if on any date of determination a Letter of Credit has expired by its terms but
any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
to be “outstanding” in the amount so remaining available to be drawn.


 


“L/C Sublimit”
means an amount equal to $15,000,000. The L/C Sublimit is a part of, and not in addition to, the Revolving Committed Amount.


 


“Latest Maturity
Date” means, at any date of determination, the latest maturity or termination date applicable to any Loan or Commitment
hereunder at such time, including the latest maturity or expiration date of any Other Term Loan, any Other Term Commitment, any
Other Revolving Loan or any Other Revolving Commitment in each case as extended in accordance with this Agreement from time to
time.


 


“Laws”
means, collectively, all applicable international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof
by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directives, licenses, authorizations and permits of any Governmental Authority.


 


“LCT Election”
shall have the meaning provided in Section 1.03(d).


 


“LCT Test Date”
shall have the meaning provided in Section 1.03(d).


 


“Lead Arranger”
means Barclays Bank PLC, in its capacity as lead arranger and bookrunner, or any successor lead arranger.


 


“Leases”
means any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise
agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications
and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use
or occupancy of all or any portion of any real property.


 




    	 	31	 



     


    

  


“Lender”
means a Revolving Lender, Term Lender and each Eligible Assignee that becomes a Lender pursuant to Section 10.06(b) and
their respective permitted successors and shall include, as the context may require, the Swing Line Lender in such capacity and
each L/C Issuer in such capacity.


 


“Lender Party”
means any Lender, L/C Issuer or Swing Line Lender.


 


“Lending Office”
means (i) with respect to any Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate
of such Lender) designated for such Type of Loan in such Lender’s Administrative Questionnaire or in any applicable Assignment
and Assumption pursuant to which such Lender became a Lender hereunder or such other office of such Lender (or of an Affiliate
of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which
its Loans of such Type are to be made and maintained and (ii) with respect to any L/C Issuer and for each Letter of Credit, the
“Lending Office” of such L/C Issuer (or of an Affiliate of such L/C Issuer) designated on the signature pages hereto
or such other office of such L/C Issuer (or of an Affiliate of such L/C Issuer) as such L/C Issuer may from time to time specify
to the Administrative Agent and the Borrower as the office by which its Letters of Credit are to be issued and maintained.


 


“Letter of Credit”
means any standby letter of credit issued hereunder by an L/C Issuer on or after the Closing Date.


 


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


 


“Letter of Credit
Expiration Date” means the fifth Business Day prior to the Revolving Termination Date then in effect.


 


“Letter of Credit
Fee” has the meaning specified in Section 2.11(b)(i).


 


“Letter of Credit
Request” has the meaning specified in Section 2.05(c).


 


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


 


“Lien”
means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way
or other encumbrance on title, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential
arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title
retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing); provided
that any operating lease or license, and any filing of a UCC financing statement that is a protective lease filing in respect of
an operating lease and any filings with the Governmental Authority in respect of any license do not constitute Liens.


 


“Limited Condition
Transaction” means (i) any Permitted Acquisition or other permitted acquisition whose consummation is not conditioned
on the availability of, or on obtaining, third party financing and (ii) any redemption, repurchase, defeasance, satisfaction and
discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction
and discharge or repayment.


 




    	 	32	 



     


    

 


“Loan”
means a Revolving Loan, a Term Loan, an Incremental Term Loan, an Other Term Loan, an Incremental Revolving Loan, an Other Revolving
Loan or a Swing Line Loan (or a portion of any Revolving Loans, Term Loans, Incremental Term Loans, Other Term Loans, Incremental
Revolving Loans, Other Revolving Loans or Swing Line Loans), individually or collectively as appropriate; provided that,
if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Extension/Conversion, the term
“Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal
amounts resulting from such subdivision, as the case may be.


 


“Loan Documents”
means this Agreement, the Notes, the Guaranty Agreement, the Collateral Documents, the Administrative Agent Fee Letter, the Arranger
Fee Letter, each L/C Document and any agreement creating or perfecting rights in cash collateral pursuant to the provisions of
Section 2.16 of this Agreement, collectively, in each case as the same may be amended, modified or supplemented from time
to time, and all other related agreements and documents executed by a Loan Party in favor of, and delivered to, any Senior Credit
Party in connection with or pursuant to any of the foregoing, but for the avoidance of doubt, excluding any Swap Agreements and
any Cash Management Agreements.


 


“Loan Parties”
means the Borrower and the Guarantors, and “Loan Party” means any of the foregoing.


 


“Margin Stock”
means “margin stock” as such term is defined in Regulation U.


 


“Material Adverse
Effect” means (a) a material adverse effect on the business, property, results of operations, or financial condition
of the Borrower and its Subsidiaries, taken as a whole (after taking into account any applicable insurance and any applicable indemnification
(to the extent the provider of such insurance or indemnification has the financial ability to support its obligations with respect
thereto and is not disputing or refusing to acknowledge the same)); or (b) material adverse effect on the rights of or benefits
or remedies available to the Lenders or the Collateral Agent under any Loan Document.


 


“Material Disposition”
means any Disposition of property or series of related Dispositions of property that involves payment of aggregate Net Cash Proceeds
to the Borrower and its Restricted Subsidiaries in excess of $10,000,000.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any
one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $30,000,000. For purposes
of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary
in respect of any Swap Agreement at any time shall be the termination value (giving effect to any netting agreements) that the
Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“Material Restricted
Subsidiary” means each Restricted Subsidiary (i) which, as of the most recent fiscal quarter of the Borrower, for the
period of four consecutive fiscal quarters then ended for which financial statements have been delivered pursuant to Section
6.01, contributed greater than 5.0% of Consolidated EBITDA for such period or (ii) which contributed greater than 5.0% of Consolidated
Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Consolidated
Total Assets attributable to all Restricted Subsidiaries (other than Excluded Subsidiaries)
that are not Material Restricted Subsidiaries exceeds 10.0% of Consolidated EBITDA for any such period or 10.0% of Consolidated
Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so concurrently
with the delivery of financial statements for such period or quarter required pursuant to Section 6.01(a) or (b),
the Administrative Agent) shall designate sufficient Restricted Subsidiaries (other than Excluded Subsidiaries) as “Material
Restricted Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement
constitute Material Restricted Subsidiaries.


 




    	 	33	 



     


    

  


“Material Subsidiary”
means, at any date of determination, each Subsidiary of the Borrower that is not an Immaterial Subsidiary (but including, in any
case, any Subsidiary that has been designated as a Material Subsidiary as provided in, or has been designated as an Immaterial
Subsidiary in a manner that does not comply with, the definition of “Immaterial Subsidiary”).


 


“Maturity Date”
means (i) as to the Revolving Loans and Swing Line Loans, the Revolving Termination Date and (ii) as to Term Loans, the Term Loan
Maturity Date.


 


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


 


“Minimum Collateral
Amount” means, at any time, (a) as to Cash Collateral consisting of cash or deposit account balances, an amount
equal to 103% of the Fronting Exposure of all L/C Issuers with respect to Letters of Credit issued and outstanding at such time
and (b) otherwise, an amount determined by the Administrative Agent and the L/C Issuers in their sole discretion.


 


“MNPI”
has the meaning set forth in Section 2.19(a).


 


“Moody’s”
means Moody’s Investors Service, Inc., a Delaware corporation, and its successors or, absent any such successor, such nationally
recognized statistical rating organization as the Borrower and the Administrative Agent may select.


 


“Mortgage”
means each mortgage, deed of trust or other agreement that conveys or evidences a Lien in favor of the Collateral Agent, for the
benefit of the Collateral Agent and the Finance Parties, on the Mortgaged Property in form and substance reasonably acceptable
to the Collateral Agent, including any amendment, restatement, modification or supplement thereto.


 


“Mortgage Instruments”
means such title reports, title insurance, “Life-of-Loan” flood certifications and flood insurance, opinions of counsel,
surveys, appraisals, environmental reports, acknowledged borrower notices of flood insurance requirements and other similar information
and related certifications as are customary for the jurisdiction of the applicable Mortgaged Property and in form and substance
reasonably acceptable to the Administrative Agent; provided that, Mortgage Instruments may include a “Life-of-Loan”
Federal Emergency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood
disaster assistance duly executed by the Borrower and each Loan Party relating thereto), and if such Mortgaged Property is located
in a special flood hazard area, evidence of flood insurance confirming that such insurance has been obtained to the extent required
by this Agreement.


 


“Mortgaged Property”
means each fee interest in any real property located in the U.S. (other than Excluded Property), if any, owned or acquired after
the Closing Date by any Loan Party.


 


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA.


 


“Net Cash Proceeds”
means:


 




    	 	34	 



     


    

 


(i)          with
respect to any Asset Disposition (other than the issuance of Equity Interests by any Subsidiary), Casualty or Condemnation, (A)
the gross amount of all cash proceeds (including cash Insurance Proceeds and cash Condemnation Awards) in the case of any Casualty
or Condemnation) actually paid to or actually received by the Borrower or any of its Restricted Subsidiaries in respect of such
Asset Disposition, Casualty or Condemnation (including any cash proceeds received as proceeds of any disposition of noncash proceeds
of any Asset Disposition, Casualty or Condemnation as and when received), less (B) the sum of (1) the amount, if any, of all customary
fees, legal fees, accounting fees, brokerage fees, commissions, costs and other expenses that are incurred in connection with such
Asset Disposition, Casualty or Condemnation and are payable by the Borrower or any of its Restricted Subsidiaries, but only to
the extent not already deducted in arriving at the amount referred to in clause (i)(A) above, (2) Taxes paid or reasonably
estimated to be payable in connection therewith (including Taxes imposed on the distribution or repatriation of any such Net Cash
Proceeds), (3) in the case of any Disposition by, or Condemnation or Casualty affecting, a non-Wholly Owned Restricted Subsidiary,
the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (3)) attributable to minority
interests and not available for distribution to or for the account of the Borrower or a Wholly Owned Restricted Subsidiary as a
result thereof, (4) appropriate amounts that must be set aside as a reserve in accordance with GAAP against any indemnities, liabilities
(contingent or otherwise) associated with such Asset Disposition, Casualty or Condemnation, (5) if applicable, the principal amount
of any Indebtedness secured by a Permitted Lien that has been repaid or refinanced in accordance with its terms with the proceeds
of such Asset Disposition, Casualty or Condemnation (6) any payments to be made by the Borrower or any of its Restricted Subsidiaries
as agreed between the Borrower or such Restricted Subsidiary and the purchaser of any assets subject to an Asset Disposition, Casualty
or Condemnation in connection therewith and (7) any portion of such proceeds deposited in an escrow account or other appropriate
amounts that must be set aside as a reserve in accordance with GAAP against any indemnities, liabilities (contingent or otherwise)
associated with such Asset Disposition, Casualty or Condemnation; and


 


(ii)         with
respect to any Debt Issuance or issuance of Equity Interests or Equity Equivalents, the gross amount of cash proceeds paid to or
received by the Borrower or any of its Restricted Subsidiaries in respect of such Debt Issuance or issuance of Equity Interests
or Equity Equivalents, less the sum of underwriting discounts and commissions or placement fees, investment banking fees, legal
fees, consulting fees, accounting fees and other customary fees and expenses incurred by the Borrower or any of its Restricted
Subsidiaries in connection therewith.


 


“New Loan Party”
has the meaning specified in Section 6.09(a).


 


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


 


“Non-Extension
Notice Date” has the meaning specified in Section 2.05(c)(iii).


 


“Non-U.S. Lender”
means any Lender Party that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“Note”
means a Revolving Note, a Term Note or a Swing Line Note, and “Notes” means the foregoing collectively.


 




    	 	35	 



     


    

  


“Notice of Borrowing”
means a request by the Borrower for a Borrowing, substantially in the form of Exhibit A-1 hereto.


 


“Notice of Extension/Conversion”
has the meaning specified in Section 2.07(a).


 


“OFAC”
means the U.S. Treasury Department Office of Foreign Assets Control.


 


“Offer of Specified
Discount Prepayment” means the offer by the Borrower or any of its Subsidiaries to make a voluntary prepayment of Term
Loans at a discount to par pursuant to Section 2.19(b).


 


“Offered Amount”
has the meaning specified in Section 2.19(d)(i).


 


“Offered Discount”
has the meaning specified in Section 2.19(d)(i).


 


“Officer’s
Certificate” means a certificate executed by the chief executive officer, the president, any vice president, secretary
or one of the Financial Officers, each in his or her official (and not individual) capacity.


 


“OID”
has the meaning specified in Section 2.15(c)(iii).


 


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


 


“Other Revolving
Commitment Percentage” means, for each Lender, for each Class of Other Revolving Commitments, the percentage of the aggregate
Other Revolving Commitments of such Class represented by such Lender’s Other Revolving Commitment of such Class at such time
and identified as its Other Revolving Commitment Percentage of such Class in the relevant Refinancing Amendment, as such percentage
may be modified in connection with any Assignment and Assumption made in accordance with the provisions of Section 10.06(b).


 


“Other Revolving
Commitments” means one or more Classes of revolving credit commitments hereunder that result from a Refinancing Amendment.


 


“Other Revolving
Loans” means the Revolving Loans made pursuant to any Other Revolving Commitment.


 




    	 	36	 



     


    

  


“Other Taxes”
means all present or future stamp, court, documentary, intangible, recording, or filing Taxes, or any other excise, property 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.


 


“Other Term
Commitment Percentage” means, for each Lender, for each Class of Other Term Commitments, the percentage of the aggregate
Other Term Commitments of such Class represented by such Lender’s Other Term Commitment of such Class at such time and identified
as its Other Term Commitment Percentage of such Class in the relevant Refinancing Amendment, as such percentage may be modified
in connection with any Assignment and Assumption made in accordance with the provisions of Section 10.06(b).


 


“Other Term
Commitments” means one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.


 


“Other Term
Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.


 


“Outstanding
Amount” means, with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date, including
any L/C Borrowings outstanding on such date, but after giving effect to any reimbursements of outstanding unpaid drawings under
any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Borrowings as a
Revolving Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on or
before such date.


 


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


 


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


 


“Participating
Lender” has the meaning specified in Section 2.19(c)(ii).


 


“Participation
Interest” means a Credit Extension by a Lender by way of a purchase of a participation interest in Letters of Credit
or L/C Obligations as provided in Section 2.05(e), in Swing Line Loans as provided in Section 2.01(c)(vi) or in any
Loans as provided in Section 2.13.


 


“Patents”
means patents and patent applications, including (i) all continuations, divisionals, continuations-in-part, re-examinations, reissues,
and renewals thereof and improvements thereon, (ii) all income, royalties, damages and payments now and hereafter due or payable
under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments
for past, present, or future infringements thereof, (iii) the right to sue for past, present, and future infringements thereof
and (iv) all of each Loan Party’s rights corresponding thereto throughout the world.


 


“Patriot Act”
has the meaning set forth in Section 10.14.


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any entity succeeding
to any or all of its functions under ERISA.


 


“Perfection
Certificate” means with respect to any Loan Party a certificate, substantially in the form of Exhibit J to this
Agreement, completed and supplemented with the schedules and attachments contemplated thereby and duly executed on behalf of such
Loan Party by a Responsible Officer of such Loan Party.


 




    	 	37	 



     


    

  


“Permitted Acquisition”
means the purchase or other acquisition by the Borrower or any Restricted Subsidiary of Equity Interests in, or all or substantially
all the assets of (or all or substantially all the assets constituting a business unit, division or line of business of) any Person,
in a single transaction or a series of related transactions if (a) (i) in the case of any purchase or other acquisition of Equity
Interests in a Person, such Person (including each Subsidiary of such Person), upon the consummation of such purchase or acquisition,
will be a Restricted Subsidiary (including as a result of a merger or consolidation between the Borrower or any Restricted Subsidiary
and such Person, with, in the case of a merger or consolidation involving the Borrower, the Borrower being the surviving entity)
or (ii) in the case of any purchase or other acquisition of other assets, such assets will be owned by the Borrower or a Wholly
Owned Restricted Subsidiary; (b) the business of such Person, or the business conducted with such assets, as the case may be, constitutes
a business permitted by Section 7.03(b); and (c) at the time of and immediately after giving effect (including pro forma
effect) to any such purchase or other acquisition, (i) no Event of Default shall have occurred and be continuing, unless such
purchase or other acquisition is a Limited Condition Transaction and is financed in whole with Incremental Loans, in which case
such Event of Default condition shall be tested on the date of execution of the relevant acquisition or purchase agreement (giving
pro forma effect to the relevant transactions in accordance with Section 1.03(d)) and (ii) if the Acquisition Consideration
with respect thereto exceeds $35,000,000 (other than to the extent financed with the proceeds of the issuance of paid in Equity
Interests or Equity Equivalents (other than Disqualified Capital Stock) of the Borrower), the Borrower shall have delivered to
the Administrative Agent a certificate of a Financial Officer, certifying that all the requirements set forth in this definition
have been satisfied, or will be satisfied upon consummation of the purchase or other acquisition, with respect to such purchase
or other acquisition. Notwithstanding anything in the contrary contained in (a)(i) above, the aggregate amount of Acquisition Consideration
paid by the Borrower or any other Restricted Subsidiary for all Permitted Acquisitions of Restricted Subsidiaries that do not become
Loan Parties shall not exceed the greater of (x) $25,000,000 and (y) 25% of Consolidated EBITDA for the most recently completed
Test Period, in each case plus the Available Amount so long as the Available Amount Conditions have been met.


 


“Permitted Encumbrances”
means:


 


(a)          Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 6.04 and Liens for unpaid
utility charges;


 


(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 sixty (60) days or are being contested
in compliance with Section 6.04;


 


(c)          pledges
and deposits made (i) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance
and other social security laws or regulations or employment laws or to secure other public, statutory or regulatory obligations
and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any
Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause (c)(i) above;


 


(d)          pledges
and deposits (i) 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 and (ii) in respect of letters of
credit, bank guarantees or similar instruments issued for the account of the Borrower or any Subsidiary in the ordinary course
of business supporting obligations of the type set forth in clause (d)(i) above;


 


(e)          judgment
Liens in respect of judgments that do not constitute an Event of Default under Section 8.01(k) or securing appeal or surety
bonds related to such judgments;


 




    	 	38	 



     


    

  


(f)          easements,
zoning restrictions, rights-of-way and 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 Restricted Subsidiary; and


 


(g)          banker’s
liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions;
provided that such deposit accounts or funds are not established or deposited for the purpose of providing collateral for
any Indebtedness.


 


“Permitted Indebtedness”
means unsecured Indebtedness (including Subordinated Indebtedness) of any Loan Party and any Permitted Refinancing Indebtedness
in respect of any such Indebtedness; provided that (i) both immediately prior to and after giving effect thereto, no Event
of Default shall exist or result therefrom, (ii) such Indebtedness matures on or after, and does not require any scheduled amortization
or other scheduled payments of principal prior to, the date that is 91 days after the Latest Maturity Date (it being understood
that any provision requiring an offer or requirement to purchase or prepay such Indebtedness as a result of a change of control
or asset sale and any cash settled or net share settled conversion obligations shall not violate the foregoing restriction), (iii)
such Indebtedness is not guaranteed by any Restricted Subsidiary of the Borrower other than the Subsidiary Guarantors (which guarantees,
if such Indebtedness is subordinated, shall be expressly subordinated to the Finance Obligations on terms not less favorable to
the Lenders than the subordination terms of such Subordinated Indebtedness) and (iv) both immediately prior to and after giving
effect to the increase of such Indebtedness (on a Pro Forma Basis in accordance with Section 1.03(c)), the Total Leverage
Ratio as the end of the most recently completed Test Period shall not exceed 5.50 to 1.00.


 


“Permitted Investments”
means:


 


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


 


(b)          investments
in commercial paper maturing within 270 days 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)          certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, demand
deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any
domestic or foreign commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $250,000,000
(or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks;


 


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


 


(e)          marketable
short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized statistical rating agency);


 




    	 	39	 



     


    

  


(f)          Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor
S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency);


 


(g)          investment
funds investing substantially all of their assets in securities of the types described in clauses (a) through (f)
above;


 


(h)          in
the case of the Borrower or any Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable
credit quality and are customarily used by companies in the jurisdiction of the Borrower for cash management purposes;


 


(i)          investments
permitted pursuant to the Borrower’s investment policy as approved by the Board of Directors (or committee thereof) of the
Borrower from time to time; and


 


(j)          Dollars,
Euros, Pounds or such other currencies held by it from time to time in the ordinary course of business.


 


“Permitted Liens”
has the meaning assigned to such term in Section 7.02.


 


“Permitted Refinancing
Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund (collectively, to “Refinance”) other Indebtedness; provided that (a)
the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal
amount (or accreted value, if applicable) of the Indebtedness so refinanced (plus unpaid accrued interest and premium (including
tender, extension or prepayment premium) thereon, any committed or undrawn amounts and underwriting and original issue discounts,
fees, commissions and expenses, associated with such Permitted Refinancing Indebtedness), (b) the final maturity date of such Permitted
Refinancing Indebtedness is no earlier than the maturity date of the Indebtedness being Refinanced (it being understood that, in
each case, any provision requiring prepayment or an offer to purchase such Indebtedness as a result of a change of control or asset
sale shall not violate the foregoing restriction), (c) if the Indebtedness (including any Guarantee thereof) being Refinanced is
by its terms subordinated in right of payment to the Finance Obligations, such Permitted Refinancing Indebtedness (including any
Guarantee thereof) shall be subordinated in right of payment to the Finance Obligations on terms at least as favorable to the Lenders
as those contained in the documentation governing the Indebtedness being Refinanced, taken as a whole (as determined in good faith
by the Board of Directors of the Borrower), (d) no Permitted Refinancing Indebtedness shall have obligors or contingent obligors
that were not obligors or contingent obligors (or that would not have been required to become obligors or contingent obligors)
in respect of the Indebtedness being Refinanced and (e) if the Indebtedness being Refinanced is secured, such Permitted Refinancing
Indebtedness may be secured on terms no less favorable, taken as a whole, to the Loan Parties than those contained in the documentation
(including any intercreditor agreement) governing the Indebtedness being Refinanced (reasonably determined in good faith by the
Board of Directors of the Borrower).


 


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


 


“Plan”
means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code maintained by or contributed to by the Borrower or any of its Restricted Subsidiaries or any ERISA Affiliate,
other than a Multiemployer Plan or a Foreign Pension Plan.


 




    	 	40	 



     


    

  


“Platform”
has the meaning specified in Section 10.02.


 


“Pledged Securities” means
“Pledged Securities” as defined in the Security Agreement.


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street
Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal
Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is
no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by
the Federal Reserve Board (as determined by the Administrative Agent).


 


“Principal Amortization
Payment” means a scheduled principal payment on the Term Loans pursuant to Section 2.08(b) (including the remaining
payment due on the Term Loan Maturity Date).


 


“Principal Amortization
Payment Date” means (i) the last Business Day of each calendar quarter, commencing with December 31, 2015 and (ii) the
Term Loan Maturity Date.


 


“Pro Forma Basis”
has the meaning assigned to such term in Section 1.03(c).


 


“Pro rata Share”
has the meaning assigned to such term in Section 8.03(b).


 


“Qualified Capital
Stock” means Equity Interests of the Borrower that do not include a cash dividend (other than dividends that are solely
payable as and when declared by the Board of Directors of the Borrower) and are not mandatorily redeemable by the Borrower or any
of its Restricted Subsidiaries or redeemable at the option of the holder of such Equity Interests, in each case prior to the 91st
day following the Term Loan Maturity Date; provided, however, that an Equity Interest in any Person that is issued
to any employee or to any plan for the benefit of employees or by any such plan to such employees shall constitute Qualified Capital
Stock notwithstanding any obligation of the Borrower or any Subsidiary to repurchase such Equity Interest in order to satisfy applicable
statutory or regulatory obligations or as a result of such employee’s termination, death or disability.


 


“Qualifying
Lender” has the meaning specified in Section 2.19(d)(iii).


 


“Refinance”
has the meaning set forth in the definition of “Permitted Refinancing Indebtedness”. “Refinanced”
and “Refinancing” shall have meanings correlative to the foregoing.


 


“Refinanced
Debt” has the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness.”


 


“Refinancing
Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent
and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Eligible Assignee and Lender that
agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with
Section 2.18.


 


“Refunded Swing
Line Loans” has the meaning specified in Section 2.01(c)(iii).


 


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


 




    	 	41	 



     


    

  


“Regulation
T, U or X” means Regulation T, U or X, respectively, of the Board of Governors of the Federal Reserve System as amended,
or any successor regulation.


 


“Reimbursement
Obligations” means the Borrower’s obligation under Section 2.05(e) to reimburse L/C Disbursements.


 


“Reinvestment
Funds” means, with respect to any Net Cash Proceeds of Insurance Proceeds, any Condemnation Award or any Asset Disposition
in respect of the single event or series of related events giving rise thereto, that portion of such funds expected to be reinvested
(or to which the Borrower or any Restricted Subsidiary expects to enter into a binding commitment for any such reinvestment) within
twelve months after the occurrence of the Casualty, Condemnation or Asset Disposition giving rise thereto (or if some or all of
such Net Cash Proceeds are scheduled to be received at a later date than the date of such occurrence, within twelve (12) months
following the receipt of such Net Cash Proceeds) in assets or other property (including Equity Interests) useful in the business
of the Borrower and its Restricted Subsidiaries; provided that, if any such Net Cash Proceeds are not actually so reinvested
within twelve (12) months or eighteen (18) months if committed for such purpose within twelve (12) months of such Casualty, Condemnation
or Asset Disposition (or twelve months of such Casualty, Condemnation or Asset Disposition if not so committed on or prior to the
last day of such twelve-month period), such unreinvested portion shall no longer constitute Reinvestment Funds and shall be applied
on the last day of such period as a mandatory prepayment as provided in Section 2.09(c)(iii).


 


“Rejected Amount”
has the meaning specified in Section 2.09(f).


 


“Rejection Deadline”
has the meaning set forth in the Section 2.09(f).


 


“Rejection Notice”
has the meaning specified in Section 2.09(f).


 


“Related Obligations”
has the meaning specified in Section 9.12.


 


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


 


“Release”
means any spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration
into or through the Environment or within, upon, or from or into any building, structure, facility or fixture.


 


“Representative”
has the meaning specified in Section 10.07.


 


“Repricing Transaction”
means (i) any prepayment or repayment of Loans under the Term Facility (including by means of a Refinancing Amendment) with the
proceeds of, or any conversion of Term Loans into, any new or replacement term loans with the primary purpose of reducing the effective
interest yield less than the effective interest yield applicable to the Term Facility and (ii) any amendment to the Term Facility
with the primary purpose of reducing the effective interest yield applicable to the Loans thereunder (in each case of clauses
(i) and (ii), such effective interest yield shall take into account margins, the Adjusted LIBOR Floor or Base Rate Floor,
OID and upfront fees, which OID and upfront fees being equated to interest margins based on an assumed four-year average life to
maturity (e.g., 25 basis points of interest margin equal 100 basis points in OID and upfront fees payable on the principal amount
of debt)); provided, that any refinancing or repricing of the Term Loans in connection with a transaction that would result in
a Change of Control or is an acquisition that is not a Permitted Acquisition shall not constitute a Repricing Transaction.


 




    	 	42	 



     


    

  


“Required Lenders”
means, at any time of determination, Lenders whose aggregate Credit Exposure constitutes more than 50% of the Credit Exposure of
all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there
shall be excluded from the determination of Required Lenders such Lender and its Credit Exposure at such time.


 


“Required Revolving
Lenders” means, at any time of determination, Lenders whose aggregate Revolving Credit Exposure constitutes more than
50% of the Revolving Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be
a Defaulting Lender at such time then there shall be excluded from the determination of Required Revolving Lenders such Lender
and the aggregate principal amount of Revolving Credit Exposure of such Lender at such time.


 


“Required Term
Lenders” means, at any time of determination, Lenders whose aggregate Term Credit Exposure constitutes more than 50%
of the Term Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting
Lender at such time then there shall be excluded from the determination of Required Term Lenders such Lender and its Term Credit
Exposure at such time.


 


“Responsible
Officer” means the chief executive officer, president, senior vice president, vice president, chief financial officer,
treasurer or controller of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part
of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means (i) any dividend or other distribution (whether in cash, securities or other property), direct or indirect,
on account of any class of Equity Interests or Equity Equivalents of the Borrower or any Restricted Subsidiary, now or hereafter
outstanding and (ii) 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, termination or similar payment, purchase or other
acquisition for value, direct or indirect, of any class of Equity Interests or Equity Equivalents of the Borrower or any Restricted
Subsidiary, now or hereafter outstanding.


 


“Restricted
Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.


 


“Revolving Availability
Period” means the period from and including the Closing Date to the earliest of (i) the Revolving Termination Date, (ii)
the date of the termination of the Commitments pursuant to Section 2.10 and (iii) the date of termination of the commitment
of each Lender to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.


 


“Revolving Borrowing”
means a Borrowing comprised of Revolving Loans and identified as such in the Notice of Borrowing with respect thereto.


 


“Revolving Commitment”
means, with respect to any Lender, the commitment of such Lender, in an aggregate principal amount at any time outstanding of up
to such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (i) to make Revolving Loans in accordance
with the provisions of Section 2.01(a), (ii) to purchase Participation Interests in Swing Line Loans in accordance with
the provisions of Section 2.01(c)(iv) and (iii) to purchase Participation Interests in Letters of Credit in accordance with
the provisions of Section 2.05(d).


 




    	 	43	 



     


    

  


“Revolving Commitment
Percentage” means, for each Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s
Revolving Commitment at such time and identified as its Revolving Commitment Percentage on Schedule 2.01 hereto, as such
percentage may be (i) increased pursuant to Section 2.15 or reduced pursuant to Section 2.10 and (ii) modified in
connection with any assignment made in accordance with the provisions of Section 10.06(b).


 


“Revolving Committed
Amount” means $30,000,000 or such lesser amount to which the Revolving Committed Amount may be reduced pursuant to Section
2.10.


 


“Revolving Credit
Exposure” means, as applied to each Lender and with respect to each Class of its Commitments and/or Loans:


 


(i)          at
any time prior to the termination of the Commitments of the Lenders in respect of such Class, the sum, as applicable, of (A) the
Revolving Commitment Percentage of such Lender multiplied by the Revolving Committed Amount plus (B) the Incremental Revolving
Commitment Percentage of the relevant Class of such Lender multiplied by the total Incremental Revolving Commitments of such Class
plus (C) the Other Revolving Commitment Percentage of the relevant Class of such Lender multiplied by the total Other Revolving
Commitments of such Class; and


 


(ii)         at
any time after the termination of the Commitments of the Lenders in respect of such Class, the sum, as applicable, of (A) the principal
balance of the outstanding Loans of such Lender of such Class plus (B) in the case of the termination of the Revolving Commitments,
any Class of Incremental Revolving Commitments or any Class of Other Revolving Commitments, in each case, such Lender’s Participation
Interests in all L/C Obligations and Swing Line Loans issued under the relevant terminated Class.


 


“Revolving Lender”
means each Lender identified in Schedule 2.01 as having a Revolving Commitment and each Eligible Assignee which acquires
a Revolving Commitment or Revolving Loan pursuant to Section 10.06(b) and their respective permitted successors.


 


“Revolving Loan”
means the revolving loans made by the Revolving Lenders to the Borrower pursuant to Section 2.01(a).


 


“Revolving Note”
means a promissory note, substantially in the form of Exhibit B-1 hereto, evidencing the obligation of the Borrower to repay
outstanding Revolving Loans, as such note may be amended, modified, supplemented, extended, renewed or replaced from time to time.


 


“Revolving Outstandings”
means at any date the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans plus the aggregate Outstanding
Amount of all L/C Obligations.


 


“Revolving Termination
Date” means the date which is the fifth anniversary of the Closing Date (or, if such day is not a Business Day, the next
succeeding Business Day) or such earlier date upon which the Revolving Commitments shall have been terminated in their entirety
in accordance with this Agreement; provided that the Revolving Termination Date shall be the date that is six (6) months
prior to the scheduled maturity date of the Convertible Senior Notes if on such date both (a) more than $25,000,000 of the Convertible
Senior Notes shall remain outstanding and (b) the Secured Leverage Ratio shall be greater than 1.50 to 1.00.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., a New York corporation, and its successors or,
absent any such successor, such nationally recognized statistical rating organization as the Borrower and the Administrative Agent
may select.


 




    	 	44	 



     


    

  


“Sale/Leaseback
Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party providing
for the leasing to the Borrower or any of its Restricted Subsidiaries of any property, whether owned by the Borrower or any of
its Restricted Subsidiaries as of the Closing Date or later acquired, which has been or is to be sold or transferred by the Borrower
or any of its Restricted Subsidiaries to such Person from whom funds have been, or are to be, advanced by such Person on the security
of such property.


 


“Sanction” means any sanction
administered or enforced by the United States Government (including, without limitation, the U.S. Department of Treasury’s
Office of Foreign Assets Control), the United Nations Security Council, the European Union or Her Majesty’s Treasury.


 


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


 


“Second Lien
Intercreditor Agreement” means a Second Lien Intercreditor Agreement among the Administrative Agent and one or more Senior
Representatives for holders of Indebtedness secured by Liens on the Collateral that are junior to the Liens on the Collateral securing
the Finance Obligations, in form and substance reasonably satisfactory to the Administrative Agent.


 


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


 


“Secured Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Debt as of such date to (b)
Consolidated EBITDA for the most recently ended Test Period.


 


“Security Agreement”
means the Security Agreement, substantially in the form of Exhibit G hereto, dated as of the date hereof, among the
Borrower, the Domestic Guarantors and the Collateral Agent, as the same may be amended, modified or supplemented from time to time.


 


“Senior Credit
Obligations” means, with respect to each Loan Party, without duplication:


 


(i)          in
the case of the Borrower, all principal of and interest (including, without limitation, any interest which accrues after the commencement
of any proceeding under any Insolvency or Liquidation Proceeding with respect to the Borrower, whether or not allowed or allowable
as a claim in any such proceeding) on any Loan or L/C Obligation under, or any Note issued pursuant to, this Agreement or any other
Loan Document;


 


(ii)         all
fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by such Loan Party (including,
without limitation, any amounts which accrue after the commencement of any proceeding under any Insolvency or Liquidation Proceeding
with respect to such Loan Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement
or any other Loan Document;


 


(iii)        all
expenses of the Agents as to which one or more of the Agents have a right to reimbursement by such Loan Party under Section
10.04(a) of this Agreement or under any other similar provision of any other Loan Document, including, without limitation,
any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral
to the extent permitted under any Loan Document or applicable Law;


 




    	 	45	 



     


    

  


(iv)        all
amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement by such Loan Party under Section 10.04(b)
of this Agreement or under any other similar provision of any other Loan Document; and


 


(v)         in
the case of the Borrower and each Guarantor, all amounts now or hereafter payable by the Borrower or such Guarantor and all other
obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue
after the commencement of any proceeding under any Insolvency or Liquidation Proceeding with respect to the Borrower or such Guarantor,
whether or not allowed or allowable as a claim in any such proceeding) on the part of such Guarantor pursuant to this Agreement,
the Guaranty Agreement or any other Loan Document;


 


together in each case with all renewals,
modifications, consolidations or extensions thereof.


 


“Senior Credit
Party” means each Lender, each L/C Issuer, the Administrative Agent, the Collateral Agent and each Indemnitee and their
respective successors and assigns.


 


“Senior Representative”
means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar
agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case
may be, and each of their successors in such capacities.


 


“Solicitation
of Discount Range Prepayment Offers” means the solicitation by the Borrower or any of its Subsidiaries of offers for,
and the corresponding acceptance by a Term Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to
par pursuant to Section 2.19(c).


 


“Solicitation
of Discounted Prepayment Offers” means the solicitation by the Borrower or any of its Subsidiaries of offers for, and
the corresponding acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to
Section 2.19(d).


 


“Solicited Discount
Proration” has the meaning specified in Section 2.19(d)(iii).


 


“Solicited Discounted
Prepayment Amount” has the meaning specified in Section 2.19(d)(i).


 


“Solicited Discounted
Prepayment Notice” means an irrevocable written notice of a Solicitation of Discounted Prepayment Offers made pursuant
to Section 2.19(d)(i) substantially in the form of Exhibit P hereto.


 


“Solicited Discounted
Prepayment Offer” means an irrevocable written offer by each Term Lender, substantially in the form of Exhibit Q
hereto, submitted following the Auction Agent’s receipt of a Solicited Discounted Prepayment Notice.


 


“Solicited Discounted
Prepayment Response Date” has the meaning specified in Section 2.19(d)(i).


 


“Solvent”
means, with respect to the Borrower and its Subsidiaries (on a consolidated basis) as of a particular date, that on such date (i) the
fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their
debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property of the Borrower
and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability,
on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (iii) the Borrower and its Subsidiaries, on a consolidated basis, will be able to pay their debts
and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and (iv) the Borrower
and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have
unreasonably small capital.


 




    	 	46	 



     


    

  


“Specified Discount
Prepayment Amount” has the meaning specified in Section 2.19(b)(i).


 


“Specified Discount
Prepayment Notice” means an irrevocable written notice of the Borrower or any of its Subsidiaries of a Specified Discount
Prepayment made pursuant to Section 2.19(b)(i) substantially in the form of Exhibit L hereto.


 


“Specified Discount
Prepayment Response” means the irrevocable written response by each Term Lender, substantially in the form of Exhibit
M hereto, to a Specified Discount Prepayment Notice.


 


“Specified Discount
Prepayment Response Date” has the meaning specified in Section 2.19(b)(i).


 


“Specified Discount
Proration” has the meaning specified in Section 2.19(b)(iii).


 


“Specified Equity
Contribution” has the meaning specified in Section 7.10.


 


“Specified Person”
has the meaning assigned to such term in Section 5.21(b).


 


“Submitted Amount”
has the meaning specified in Section 2.19(c)(i).


 


“Submitted Discount”
has the meaning specified in Section 2.19(c)(i).


 


“Subordinated
Indebtedness” means Indebtedness of the Borrower or any Restricted Subsidiary, either the payment of which is subordinated
in right of payment to the Finance Obligations, which is secured by a Lien junior to the Lien securing the Finance Obligations.


 


“Subsequent
Transaction” shall have the meaning specified in Section 1.03(d).


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity
of which (i) if a corporation, more than 50% of the total voting power of stock entitled (other than stock or such other ownership
interest having such power only by reason of the happening of a contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or business entity other
than a corporation, more than 50% of the partnership or other similar ownership interests thereof (other than stock or such other
ownership interest having such power only by reason of the happening of a contingency) is at the time owned or controlled, directly
or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. Unless otherwise specified,
all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries
of the Borrower.


 




    	 	47	 



     


    

  


“Subsidiary
Guarantor” means each Restricted Subsidiary that is party to the Guaranty Agreement or other guaranty agreement pursuant
to which it Guarantees the Finance Obligations.


 


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


 


“Swap Creditor”
means any Agent, Lender or any Affiliate of any Lender or Agent from time to time party to one or more Swap Agreements (even if
entered into prior to the Closing Date) with a Loan Party and any party to a Swap Agreement with a Loan Party that was an Agent,
a Lender or an Affiliate of any Agent or Lender at the time it entered into such agreement (even if any such Lender for any reason
ceases after the execution of such agreement to be a Lender hereunder), and its successors and assigns, and “Swap Creditors”
means any two or more of them, collectively.


 


“Swap Obligations”
of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy
or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any proceeding under
any Insolvency or Liquidation Proceeding) of such Person in respect of any Swap Agreement, excluding any amounts which such Person
is entitled to set-off against its obligations under applicable Law.


 


“Swing Line
Borrowing” means a Borrowing comprised of Swing Line Loans and identified as such in the Notice of Borrowing with respect
thereto.


 


“Swing Line
Commitment” means the agreement of the Swing Line Lender to make Loans pursuant to Section 2.01(c). The Swing
Line Commitment is a part of, and not in addition to, the Revolving Committed Amount.


 


“Swing Line
Committed Amount” means $5,000,000 as such Swing Line Committed Amount may be reduced pursuant to Section 2.10.


 


“Swing Line
Lender” means Barclays Bank PLC, in its capacity as the Swing Line Lender under Section 2.01(c), and its permitted
successor or successors in such capacity.


 


“Swing Line
Loan” has the meaning specified in Section 2.01(c).


 


“Swing Line
Loan Request” has the meaning specified in Section 2.02(b).


 


“Swing Line
Note” means a promissory note, substantially in the form of Exhibit B-3, hereto, evidencing the obligation of
the Borrower to repay outstanding Swing Line Loans, as such note may be amended, modified, supplemented, extended, renewed or replaced
from time to time.


 




    	 	48	 



     


    

 


“Swing Line
Termination Date” means the earlier of (i) the fifth anniversary of the Closing Date (or, if such day is not a Business
Day, the next preceding Business Day) or such earlier date upon which the Revolving Commitments shall have been terminated in their
entirety in accordance with this Agreement and (ii) the date on which the Swing Line Commitment is terminated in its entirety in
accordance with this Agreement.


 


“Synthetic Lease”
means, as to any Person, any lease (including leases that may be terminated by the lessee at any time) of real or personal property,
or a combination thereof, (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee is
deemed to own the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is
the lessor.


 


“Synthetic Lease
Obligations” means, as to any Person, an amount equal to the capitalized amount of the remaining lease payments under
any Synthetic Lease (determined, in the case of a Synthetic Lease providing for an option to purchase the leased property, as if
such purchase were required at the end of the term thereof) that would appear on a balance sheet of such Person prepared in accordance
with GAAP if such payment obligations were accounted for as Capital Lease Obligations.


 


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


 


“Term Borrowing”
means a Borrowing comprised of Term Loans and identified as such in the Notice of Borrowing with respect thereto.


 


“Term Commitment”
means, with respect to any Lender, the commitment of such Lender to make a Term Loan on the Closing Date in a principal amount
equal to such Lender’s Term Commitment Percentage of the Term Committed Amount.


 


“Term Commitment
Percentage” means, for each Lender, the percentage of the aggregate Term Commitments represented by such Lender’s
Term Commitment at such time and identified as its Term Commitment Percentage on Schedule 2.01, as such percentage may be
(i) increased pursuant to Section 2.15 or reduced pursuant to Section 2.10 and (ii) modified in connection with any
Assignment and Assumption made in accordance with the provisions of Section 10.06(b).


 


“Term Committed
Amount” means $200,000,000.


 


“Term Credit
Exposure” means, as applied to each Lender and with respect to each Class of its Commitments and/or Loans:


 


(i)          at
any time prior to the termination of the Commitments of the Lenders in respect of such Class, the sum, as applicable, of (A) the
Term Commitment Percentage of such Lender multiplied by the Term Committed Amount of such Class plus (B) the Other Term Commitment
Percentage of the relevant Class of such Lender multiplied by the total Other Term Commitments of such Class plus (C) the Incremental
Term Loan Commitment Percentage of the relevant Class of such Lender multiplied by the total Incremental Term Loan Commitments
of such Class; and


 


(ii)         at
any time after the termination of the Commitments of the Lenders in respect of such Class, the sum, as applicable, of the principal
balance of the outstanding Loans of such Lender of such Class.


 




    	 	49	 



     


    

  


“Term Lender”
means each Lender identified on Schedule 2.01 as having a Term Commitment and each Eligible Assignee which acquires a Term
Loan pursuant to Section 10.06(b) and their respective permitted successors.


 


“Term Loan Maturity
Date” means the sixth anniversary of the Closing Date (or if such day is not a Business Day, the next succeeding Business
Day); provided that the Term Loan Maturity Date shall be the date that is six (6) months prior to the scheduled maturity
date of the Convertible Senior Notes if on such date both (a) more than $25,000,000 of the Convertible Senior Notes shall remain
outstanding and (b) the Secured Leverage Ratio shall be greater than 1.50 to 1.00.


 


“Term Loans”
means the term loans made by the Term Lenders to the Borrower pursuant to Section 2.01(b).


 


“Term Note”
means a promissory note, substantially in the form of Exhibit B-2 hereto, evidencing the obligation of the Borrower to repay
outstanding Term Loans, as such note may be amended, modified or supplemented from time to time.


 


“Test Period”
means, at any date of determination, the period of four consecutive fiscal quarters of the Borrower then last ended for which financial
statements have been delivered or were required to have been delivered pursuant to Section 6.01(a) or 6.01(b).


 


“Total Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness as of such date to (b)
Consolidated EBITDA for the most recently ended Test Period.


 


“Trademarks”
means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks
and service mark applications, including (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter
due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages
and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements
and dilutions thereof, (iv) the goodwill of each Loan Party’s business symbolized by the foregoing or connected therewith
and (v) all of each Loan Party’s rights corresponding thereto throughout the world.


 


“Transaction Costs” means
all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the transactions contemplated
hereby, including the Transactions.


 


“Transaction
Documents” means the Acquisition Agreement and the Loan Documents, collectively.


 


“Transactions”
means (a) the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement on the Closing Date and (b)
the events contemplated by the Transaction Documents.


 


“Type”
has the meaning specified in Section 1.07.


 


“UCC”
means the Uniform Commercial Code of the State of New York or of any other state the Laws of which are required to be applied in
connection with the perfection or priority of security interests in any collateral.


 




    	 	50	 



     


    

  


“Unfunded Liabilities”
means, except as otherwise provided in Section 5.11(a)(i)(B), (i) with respect to each Plan, the amount (if any) by
which the present value of all nonforfeitable benefits under each Plan exceeds the current value of such Plan’s assets allocable
to such benefits, all determined in accordance with the respective most recent valuations for such Plan using applicable PBGC plan
termination actuarial assumptions (the terms “present value” and “current value” shall have the same meanings
specified in Section 3 of ERISA) and (ii) with respect to each Foreign Pension Plan, the amount (if any) by which the present value
of all nonforfeitable benefits under each Foreign Pension Plan exceeds the current value of such Foreign Pension Plan’s assets
allocable to such benefits, all determined in accordance with the respective most recent valuations for such Plan using the most
recent actuarial assumptions and methods being used by the Foreign Pension Plan’s actuaries for financial reporting under
applicable accounting and reporting standards.


 


“United States”
or “U.S.” means the United States of America, including each of the States and the District of Columbia, but
excluding its territories and possessions.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.05(e)(iv).


 


“Unrestricted
Cash” means cash and cash equivalents (including Permitted Investments) of the Borrower or any of its Restricted Subsidiaries
that would not appear as “restricted” on a consolidated balance sheet of the Borrower or any of its Restricted Subsidiaries.


 


“Unrestricted
Subsidiary” means any Subsidiary designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 6.10
subsequent to the Closing Date.


 


“Unused Revolving
Committed Amount” means, for any period, the amount by which (i) the then applicable Revolving Committed Amount
exceeds (ii) the daily average sum for such period of (A) the aggregate principal amount of all outstanding Revolving Loans plus
(B) the aggregate amount of all outstanding L/C Obligations. For the avoidance of doubt, no deduction shall be made on account
of outstanding Swing Line Loans in calculating the Unused Revolving Commitment Amount.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i)
the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal
amount of such Indebtedness.


 


“Welfare Plan”
means a “welfare plan” as such term is defined in Section 3(1) of ERISA.


 


“Wholly Owned”
means, with respect to any Subsidiary of any Person at any date, that all of the shares of capital stock or other ownership interests
of such Subsidiary are at the time directly or indirectly owned by such Person.


 


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


 




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


 


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


 


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


 


Section 1.03         Accounting
Terms and Determinations.


 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed
herein, in any other Loan Document or as disclosed to the Administrative Agent.


 


(b)          Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth
in any Loan Document, and either (x) the Borrower or (y) within 30 days after delivery of any financial statements reflecting any
change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the
Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate
in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject
to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue
to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change
in GAAP. Notwithstanding any change in GAAP after the Closing Date that would require lease obligations that would be treated as
operating leases as of the Closing Date to the classified and accounted for as capital leases or otherwise reflected on the Loan
Parties’ consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such
obligations shall be treated in the same manner as operating leases are treated as of the Closing Date.


 




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(c)          Pro
Forma Calculations. All pro forma computations required to be made in this Agreement and in any other Loan Document
giving effect to any Material Disposition, Permitted Acquisition, other Investment permitted hereunder, any merger and acquisition
permitted hereunder, designation of any Subsidiary as an Unrestricted Subsidiary, redemption or repayment of Indebtedness or issuance,
incurrence or assumption of Indebtedness shall be calculated after giving pro forma effect thereto immediately after giving
effect to such acquisition, disposition, designation, redemption or repayment of Indebtedness, or issuance, incurrence or assumption
of Indebtedness (and to any other such transaction consummated since the first day of the period for which such pro forma
computation is being made and on or prior to the date of such computation) as if such transaction (and any other such transactions)
had occurred on the first day of the applicable Test Period, and, to the extent applicable, the historical earnings and cash flows
associated with the assets acquired or disposed of, any related repayment, redemption, incurrence or reduction of Indebtedness
(each such calculation, calculated on a “Pro Forma Basis”). If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the
date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to
such Indebtedness).


 


(d)          Limited
Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for
purposes of determining compliance with clause (y) in the proviso set forth in Section 2.15(a) and Section
2.15(b)(iii) which requires the calculation of any financial ratio or test, including the Secured Leverage Ratio and the Total
Leverage Ratio, each calculated on a Pro Forma Basis, at the option of the Borrower (the Borrower’s election to exercise
such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination
of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition
Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited
Condition Transaction, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the
relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if the Borrower has made an LCT Election
and any of such provisions as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in the
Secured Leverage Ratio, at or prior to the consummation of the relevant transaction or action, such provisions will not be deemed
to have failed to have been satisfied as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited
Condition Transaction, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to
the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or
date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such
Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction
(a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must
be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether
such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required
to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction has not been consummated until such time as such
Limited Condition Transaction has been consummated.


 


(e)          Foreign
Currency Calculations. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of
Indebtedness, the Dollar equivalent of Indebtedness denominated in a foreign currency shall be calculated based on the relevant
currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the
case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew
or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal
or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not
exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. The principal
amount of any Indebtedness incurred to extend, replace, refund, refinance, renew or defease other Indebtedness, if incurred in
a different currency from the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, shall be calculated
based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in
effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance.


 




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


 


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


 


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


 


Section 1.07         Classes
and Types of Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more Lenders made
to the Borrower pursuant to Article II on the same date, all of which Loans are of the same Class and Type (subject to Article
III) and, except in the case of Base Rate Loans, have the same initial Interest Period. Loans hereunder are distinguished by
“Class” and “Type.” The “Class” of a Loan (or of a Commitment to make such a Loan or of a Borrowing
comprised of such Loans) refers to whether such Loan is a Revolving Loan, a Term Loan, an Incremental Revolving Loan, an Incremental
Term Loan, an Other Revolving Loan or an Other Term Loan. The “Type” of a Loan refers to whether such Loan is
a Eurodollar Loan or a Base Rate Loan. Identification of a Loan (or a Borrowing) by both Class and Type (e.g., a “Term Eurodollar
Loan”) indicates that such Loan is a Loan of both such Class and such Type (e.g., both a Term Loan and a Eurodollar Loan)
or that such Borrowing is comprised of such Loans.


 




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ARTICLE II.


 


THE CREDIT FACILITIES


 


Section 2.01         Commitments
To Lend.


 


(a)          Revolving
Loans. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans
to the Borrower in Dollars pursuant to this Section 2.01(a) from time to time during the Revolving Availability Period,
commencing on the second Business Day of the Revolving Availability Period, in amounts such that its Revolving Outstandings shall
not exceed (after giving effect to all Revolving Loans repaid, all reimbursements of L/C Disbursements made, and all Refunded Swing
Line Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; provided that, immediately
after giving effect to each such Revolving Loan, (i) the aggregate Revolving Outstandings shall not exceed the Revolving Committed
Amount and (ii) with respect to each Revolving Lender individually, such Lender’s outstanding Revolving Loans plus its (other
than the Swing Line Lender’s in its capacity as such) Participation Interests in outstanding Swing Line Loans plus its Participation
Interests in outstanding L/C Obligations shall not exceed such Lender’s Revolving Commitment Percentage of the Revolving
Committed Amount. Each Revolving Borrowing comprised of Eurodollar Loans shall be in an aggregate principal amount of $1,000,000
or any larger multiple of $100,000, and each Revolving Borrowing comprised of Base Rate Loans shall be in an aggregate principal
amount of $500,000 or any larger multiple of $100,000 (except that any such Borrowing may be in the aggregate amount of the unused
Revolving Commitments and any L/C Borrowing may be in the aggregate amount of any outstanding Unreimbursed Amounts owed to one
or more L/C Issuers as provided in Section 2.05(e)(iv)) and shall be made from the several Revolving Lenders ratably in
proportion to their respective Revolving Commitment. No more than ten (10) Revolving Borrowings shall be outstanding at any time.
Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section
2.09, prepay, Revolving Loans and reborrow under this Section 2.01(a).


 


(b)          Term
Loans. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a Term Loan to the
Borrower in Dollars on the Closing Date in a principal amount not exceeding its Term Commitment. The Term Borrowing shall be made
from the several Term Lenders ratably in proportion to their respective Term Commitments. The Term Commitments are not revolving
in nature, and amounts repaid or prepaid prior to the Term Loan Maturity Date may not be reborrowed. Any Term Commitments not funded
on the Closing Date will be terminated.


 


(c)          Swing
Line Loans. (i) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the
agreements of the other Revolving Lenders set forth in this clause (c), to make a portion of the Revolving Commitments available
to the Borrower from time to time during the Revolving Availability Period by making Swing Line Loans to the Borrower in Dollars
(each such loan, a “Swing Line Loan” and, collectively, the “Swing Line Loans”); provided
that (A) the aggregate principal amount of the Swing Line Loans outstanding at any one time shall not exceed the Swing Line Committed
Amount, (B) each Swing Line Borrowing shall be in an aggregate principal amount of $100,000 or any larger multiple of $100,000,
(C) with regard to each Lender individually (other than the Swing Line Lender in its capacity as such), such Lender’s outstanding
Revolving Loans plus its Participation Interests in outstanding Swing Line Loans plus its Participation Interests in outstanding
L/C Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount,
(D) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of Swing Line Loans outstanding
plus the aggregate amount of Revolving Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed
the Revolving Committed Amount, (E) the Swing Line Committed Amount shall not exceed the aggregate of the Revolving Commitments
then in effect, (F) no Swing Line Loans may be drawn on the Closing Date or the Closing Date and (G) the Swing Line Lender shall
not be under any obligation to make any Swing Line Loans if any Revolving Lender is at such time a Defaulting Lender hereunder,
unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing
Line Lender (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the Swing Line Lenders’ actual
or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising
from either the Swing Line Loans then proposed to be made and all other Swing Line Loans as to which the Swing Line Lender has
actual or potential Fronting Exposure, as it may elect in its sole discretion. Swing Line Loans shall be made and maintained as
Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof prior to the Swing Line Termination Date.
Swing Line Loans may be made notwithstanding the fact that such Swing Line Loans, when aggregated with the Swing Line Lender’s
other Revolving Outstandings, exceed its Revolving Commitment. The proceeds of a Swing Line Borrowing may not be used, in whole
or in part, to refund any prior Swing Line Borrowing.


 




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(ii)         The
principal amount of all Swing Line Loans shall be due and payable on the earliest of (A) the fifth day after the incurrence of
such Swing Line Loan, unless another maturity date shall be agreed to by the Swing Line Lender and the Borrower with respect to
such Swing Line Loan, (B) the Swing Line Termination Date, (C) the occurrence of any proceeding with respect to the Borrower
under any Insolvency or Liquidation Proceeding or (D) the acceleration of any Loan or the termination of the Revolving Commitments
pursuant to Section 8.02.


 


(iii)        With
respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause
(ii) above, the Swing Line Lender (by request to the Administrative Agent) or the Administrative Agent at any time may, on
one Business Day’s notice, require each Revolving Lender, including the Swing Line Lender, and each such Lender hereby agrees,
subject to the provisions of this Section 2.01(c), to make a Revolving Loan (which shall be initially funded as a Base Rate
Loan) in an amount in Dollars equal to such Lender’s Revolving Commitment Percentage of the amount of the Swing Line Loans
(the “Refunded Swing Line Loans”) outstanding on the date notice is given.


 


(iv)        In
the case of Revolving Loans made by Lenders other than the Swing Line Lender under clause (iii) above, each such Revolving
Lender shall make the amount of its Revolving Loan available to the Administrative Agent, in same day funds, at the Administrative
Agent’s Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds
of such Revolving Loans shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied to repay
the Refunded Swing Line Loans. On the day such Revolving Loans are made, the Swing Line Lender’s Revolving Commitment Percentage
of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender
and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall instead
be outstanding as Revolving Loans. The Borrower authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s
account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swing Line
Lender the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Lenders, including amounts
deemed to be received from the Swing Line Lender, are not sufficient to repay in full such Refunded Swing Line Loans. If any portion
of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from
the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered
shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 2.13.


 


(v)         A
copy of each notice given by the Swing Line Lender pursuant to this Section 2.01(c) shall be promptly delivered by
the Swing Line Lender to the Administrative Agent and the Borrower. Upon the making of a Revolving Loan by a Revolving Lender pursuant
to this Section 2.01(c), the amount so funded shall no longer be owed in respect of its Participation Interest in the related
Refunded Swing Line Loans.


 




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(vi)        If
as a result of any proceeding under any Insolvency or Liquidation Proceeding, Revolving Loans are not made pursuant to this Section
2.01(c) sufficient to repay any amounts owed to the Swing Line Lender as a result of a nonpayment of outstanding Swing Line
Loans, each Revolving Lender agrees to purchase, and shall be deemed to have purchased, a participation in such outstanding Swing
Line Loans in an amount equal to its Revolving Commitment Percentage of the unpaid amount together with accrued interest thereon.
Upon one Business Day’s notice from the Swing Line Lender, each Revolving Lender shall deliver to the Swing Line Lender an
amount equal to its respective Participation Interest in such Swing Line Loans in same day funds at the office of the Swing Line
Lender specified or referred to in Section 10.02. In order to evidence such Participation Interest each Revolving Lender
agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory
to all parties. In the event any Revolving Lender fails to make available to the Swing Line Lender the amount of such Revolving
Lender’s Participation Interest as provided in this Section 2.01(c)(vi), the Swing Line Lender shall be entitled to
recover such amount on demand from such Revolving Lender together with interest at the customary rate set by the Swing Line Lender
for correction of errors among banks in New York City for one Business Day and thereafter at the Base Rate plus the then Applicable
Margin for Base Rate Loans.


 


(vii)       Each
Revolving Lender’s obligation to make Revolving Loans pursuant to clause (iv) above and to purchase Participation
Interests in outstanding Swing Line Loans pursuant to clause (vi) above shall be absolute and unconditional and shall not
be affected by any circumstance, including (without limitation) (i) any set-off, counterclaim, recoupment, defense or other right
which such Revolving Lender or any other Person may have against the Swing Line Lender, the Borrower or any other Loan Party, (ii)
the occurrence or continuance of a Default or an Event of Default or the termination or reduction in the amount of the Revolving
Commitments after any such Swing Line Loans were made, (iii) any adverse change in the condition (financial or otherwise) of the
Borrower or any other Person, (iv) any breach of this Agreement or any other Finance Document by the Borrower or any other Lender,
(v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swing Line Lender’s
demand therefor, and until such time as such Lender makes the required payment, the Swing Line Lender shall be deemed to continue
to have outstanding Swing Line Loans in the amount of such unpaid Participation Interest for all purposes of the Finance Documents
other than those provisions requiring the other Lenders to purchase a participation therein. Further, such Lender shall be deemed
to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder, to
the Swing Line Lender to fund Swing Line Loans in the amount of the Participation Interest in Swing Line Loans that such Lender
failed to purchase pursuant to this Section 2.01(c)(vii) until such amount has been purchased (as a result of such assignment
or otherwise).


 


Section 2.02         Notice
of Borrowings.


 


(a)          Borrowings
Other Than Swing Line Loans and L/C Borrowings. Except in the case of Swing Line Loans and L/C Borrowings, the Borrower
shall give the Administrative Agent an irrevocable Notice of Borrowing substantially in the form of Exhibit A-1 not later
than 12:00 P.M. on (i) the first Business Day before the proposed Base Rate Borrowing and (ii) the third Business Day before each
proposed Eurodollar Loan (unless the Borrower wishes to request an Interest Period for such Borrowing other than one, three or
six months in duration as provided in the definition of “Interest Period,” in which case on the fourth Business Day
before each such Eurodollar Loan), specifying:


 


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


 


(ii)         the
aggregate amount of such Borrowing;


 


(iii)        the
Class and initial Type of the Loans comprising such Borrowing;


 


(iv)        in
the case of a Eurodollar Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the
definition of “Interest Period” and to Section 2.06(a); and


 




    	 	57	 



     


    

  


(v)         the
location (which must be in the United States) and number of the Borrower’s account, to which funds are to be disbursed, which
shall comply with the requirements of Section 2.03.


 


If the duration of the initial Interest
Period is not specified with respect to any requested Eurodollar Loan, then the Borrower shall be deemed to have selected an initial
Interest Period of one month, subject to the provisions of the definition of “Interest Period” and to Section 2.06(a).


 


(b)          Swing
Line Borrowings. The Borrower shall request a Swing Line Loan by written notice substantially in the form of Exhibit
A-4 hereto (a “Swing Line Loan Request”) to the Swing Line Lender and the Administrative Agent not later
than 11:00 A.M. on the Business Day of the requested Swing Line Loan. Each such notice shall be irrevocable and shall specify (i)
that a Swing Line Loan is requested, (ii) the date of the requested Swing Line Loan (which shall be a Business Day) and (iii) the
principal amount of the Swing Line Loan requested. Each Swing Line Loan shall be made as a Base Rate Loan and, subject to Section
2.01(c)(ii), shall have such maturity date as agreed to by the Swing Line Lender and the Borrower upon receipt by the Swing
Line Lender of the Swing Line Loan Request from the Borrower.


 


(c)          L/C
Borrowings. Each L/C Borrowing shall be made as specified in Section 2.05(e)(iv) without the necessity of a
Notice of Borrowing.


 


Section 2.03         Notice
to Lenders; Funding of Loans.


 


(a)          Notice
to Lenders. If the Borrower has requested an Interest Period of other than one, three or six months in duration, the Administrative
Agent shall give prompt notice of such request to the applicable Lenders and determine whether the requested Interest Period is
acceptable to all of them. Not later than 11:00 A.M. on the third Business Day before the requested date of such a Eurodollar Loan,
the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the
Lenders. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of such Lender’s
ratable share (if any) of the Borrowing referred to therein, and such Notice of Borrowing shall not thereafter be revocable by
the Borrower.


 


(b)          Funding
of Loans. (i) Not later than 1:00 P.M. on the date of each Borrowing (other than a Swing Line Borrowing and an L/C Borrowing),
each Lender participating therein shall make available its share of such Borrowing, in Federal or other immediately available funds,
to the Administrative Agent at the Administrative Agent’s Office. Unless the Administrative Agent determines that any applicable
condition specified in Article IV has not been satisfied, the Administrative Agent shall make the funds so received available
to the Borrower in like funds as received by the Administrative Agent either by (A) crediting the account of the Borrower on the
books of the Administrative Agent with the amount of such funds or (B) wire transfer of such funds, in each case in accordance
with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower in the applicable Notice
of Borrowing, or, if a Borrowing shall not occur on such date because any condition precedent herein shall not have been met, promptly
return the amounts received from the Lenders in like funds, without interest.


 


(ii)         Not
later than 3:00 P.M. on the date of each Swing Line Borrowing, the Swing Line Lender shall, unless the Administrative Agent shall
have notified the Swing Line Lender that any applicable condition specified in Article IV has not been satisfied, make available
the amount of such Swing Line Borrowing, in Federal or other immediately available funds, to the Borrower at the Swing Line Lender’s
address referred to in Section 10.02.


 




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(iii)        Not
later than 1:00 P.M. on the date of each L/C Borrowing, each Revolving Lender shall make available its share of such Borrowing,
in Federal or other immediately available funds, to the Administrative Agent at the Administrative Agent’s Office. The Administrative
Agent shall remit the funds so received to the L/C Issuer which has issued Letters of Credit having outstanding Unreimbursed Amounts
as contemplated by Section 2.05(e)(v).


 


(c)          Funding
by the Administrative Agent in Anticipation of Amounts Due from the Lenders. 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
to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent
may, in reliance upon such assumption, but is not required to, make available to the Borrower on such date a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent then
the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available
to the Borrower but excluding the date of payment to the Administrative Agent at (i) in the case of a payment to be made by such
Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable thereto
pursuant to Section 2.06. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same
or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the
Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount
so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice
to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A
notice of the Administrative Agent to a Lender, the Borrower with respect to any amount owing under this clause (c) shall
be conclusive, absent manifest error.


 


(d)          Failed
Loans. If any Lender shall fail to make any Loan (a “Failed Loan”) which such Lender is otherwise obligated
hereunder to make to the Borrower on the date of Borrowing thereof, and the Administrative Agent shall not have received notice
from the Borrower or such Lender that any condition precedent to the making of the Failed Loan has not been satisfied, then, until
such Lender shall have made or be deemed to have made (pursuant to the last sentence of this clause (d)), the Failed Loan
in full or the Administrative Agent shall have received notice from the Borrower or such Lender that any condition precedent to
the making of the Failed Loan was not satisfied at the time the Failed Loan was to have been made, whenever the Administrative
Agent shall receive any amount from the Borrower for the account of such Lender, (i) the amount so received (up to the amount of
such Failed Loan) will, upon receipt by the Administrative Agent, be deemed to have been paid to the Lender in satisfaction of
the obligation for which paid, without actual disbursement of such amount to the Lender, (ii) the Lender will be deemed to have
made the same amount available to the Administrative Agent for disbursement as a Loan to the Borrower (up to the amount of such
Failed Loan) and (iii) the Administrative Agent will disburse such amount (up to the amount of the Failed Loan) to the Borrower
or, if the Administrative Agent has previously made such amount available to the Borrower on behalf of such Lender pursuant to
the provisions hereof, reimburse itself (up to the amount of the amount made available to the Borrower); provided, however,
that the Administrative Agent shall have no obligation to disburse any such amount to the Borrower, or otherwise apply it or deem
it applied as provided herein unless the Administrative Agent shall have determined in its sole discretion that to so disburse
such amount will not violate any Law, rule, regulation or requirement applicable to the Administrative Agent. Upon any such disbursement
by the Administrative Agent, such Lender shall be deemed to have made a Base Rate Loan of the same Class as the Failed Loan to
the Borrower in satisfaction, as applicable, to the extent thereof, of such Lender’s obligation to make the Failed Loan.


 




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Section 2.04         Evidence
of Loans.


 


(a)          Lender
and Administrative Agent Accounts; Notes. The Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions
made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall
not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Senior
Credit Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute
and deliver to such Lender (through the Administrative Agent) a single Revolving Note or Term Note, as applicable, in each case,
substantially in the form of Exhibit B-1 or B-2, as applicable, payable to the order of such Lender for the account
of its Lending Office in an amount equal to the aggregate unpaid principal amount of such Lender’s Revolving or Term Loans,
as applicable, which shall evidence such Lender’s Loans in addition to such accounts or records. If requested by the Swing
Line Lender, the Swing Line Loans shall be evidenced by a single Swing Line Note, substantially in the form of Exhibit B-3,
payable to the order of the Swing Line Lender in an amount equal to the aggregate unpaid principal amount of the Swing Line Loans.
Each Lender having one or more Notes shall record the date, amount, Class and Type of each Loan made by it and the date and amount
of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in connection with any
transfer or enforcement of any Note, endorse on the reverse side or on the schedule, if any, forming a part thereof appropriate
notations to evidence the foregoing information with respect to each outstanding Loan evidenced thereby; provided that the
failure of any Lender to make any such recordation or endorsement or any error in any such recordation or endorsement shall not
affect the obligations of the Borrower hereunder or under any such Note. Each Lender is hereby irrevocably authorized by the Borrower
so to endorse each of its Notes and to attach to and make a part of each of its Notes a continuation of any such schedule as and
when required.


 


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


 




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Section 2.05         Letters
of Credit.


 


(a)          Letters
of Credit. Subject to the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the
agreements of the other Revolving Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during
the period after the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit for the account,
and upon the request, of the Borrower (or jointly for the account of the Borrower and any of its Subsidiaries), and to amend or
extend Letters of Credit previously issued by it, in accordance with clause (c) below and (B) to honor drawings under its
Letters of Credit, and (ii) each Revolving Lender severally agrees to participate in Letters of Credit issued for the account of
the Borrower or any of its Subsidiaries and any drawing thereunder in accordance with the provisions of clause (e) below;
provided that, immediately after each Letter of Credit is issued, (i) the aggregate amount of the L/C Obligations shall
not exceed the L/C Sublimit, (ii) the aggregate amount of the L/C Obligations with respect to all Letters of Credit issued by such
L/C Issuer shall not exceed its L/C Issuer Sublimit, (iii) the Revolving Outstandings shall not exceed the Revolving Committed
Amount and (iv) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of such Revolving
Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than
the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s
Revolving Commitment Percentage of the Revolving Committed Amount. For the avoidance of doubt, standby Letters of Credit issued
and outstanding immediately prior to the Closing Date under the Existing Credit Agreement will automatically, without any action
on the part of any Persons be deemed to be Letters of Credit hereunder for the account of the Borrower for all purposes of this
Agreement and the other Loan Documents upon the occurrence of the Closing Date. Each request by the Borrower or any of its Subsidiaries
for the issuance or increase in the stated amount of a Letter of Credit shall be deemed to be a representation by the Borrower
or such Subsidiary that the issuance or increase in the stated amount of such Letter of Credit complies with the conditions set
forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the
Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period
specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been
drawn upon and reimbursed.


 


(b)          Certain
Limitations on Issuances of Letters of Credit. (i) No L/C Issuer shall issue any Letter of Credit, if (A) subject to clause
(c) below with respect to Auto-Extension Letters of Credit, the expiry date of such requested Letter of Credit would occur
more than twelve months after the date of issuance or last extension, unless the Administrative Agent and the applicable L/C Issuer
have approved such expiry date, or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit
Expiration Date.


 


(ii)         No
L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental
Authority shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable
to such L/C Issuer or any request or directive (whether or not having a force of Law) from any Governmental Authority with jurisdiction
over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally
or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction,
reserve or capital or liquidity requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on
the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing
Date and which such L/C Issuer in good faith deems material to it; (B) the issuance of such Letter of Credit shall violate any
Laws or one or more policies of such L/C Issuer; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer,
such Letter of Credit is in an initial stated amount less than $100,000; (D) such Letter of Credit is to be denominated in a currency
other than Dollars; or (E) a default of any Revolving Lender’s obligations to fund under clause (e)(iv) or (vi)
below exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into arrangements,
including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Revolving
Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv))
with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit
and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole
discretion.


 




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(iii)        No
L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit
in its amended form under the terms hereof.


 


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


 


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


 


(c)          Procedures
for Issuance and Increases in the Amounts of Letters of Credit. (i) Each Letter of Credit shall be issued or amended,
as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative
Agent) substantially in the form of Exhibit A-3 hereto (a “Letter of Credit Request”), appropriately
completed and signed by a Responsible Officer of the Borrower including agreed-upon draft language for such Letter of Credit reasonably
acceptable to the applicable L/C Issuer. Such Letter of Credit Request must be received by the applicable L/C Issuer and the Administrative
Agent not later than 2:00 P.M. at least four Business Days (or such later date and time as such L/C Issuer may agree in a particular
instance in its sole discretion) prior to the proposed issuance date or date of increase, as the case may be. In the case of a
request for an initial issuance of a Letter of Credit, such Letter of Credit Request shall specify in form and detail reasonably
satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);
(B) the amount thereof; (C) the expiry date thereof, (D) the name and address of the beneficiary thereof; (E) the documents to
be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) such other matters as such L/C Issuer may reasonably require. In the case
of a request for an increase in the stated amount of any outstanding Letter of Credit, such Letter of Credit Request shall specify
in form and detail satisfactory to such L/C Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment
thereof (which shall be a Business Day); (C) the amount of the proposed increase; and (D) such other matters as such L/C Issuer
may reasonably require. If requested by the applicable L/C Issuer, the Borrower shall also submit a Letter of Credit Application
on such L/C Issuer’s standard form in connection with any request for the issuance or increase in the stated amount of a
Letter of Credit. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents
and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C Documents, as such L/C Issuer
or the Administrative Agent may reasonably require.


 


(ii)         Promptly
after receipt of any Letter of Credit Request, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not,
such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from
any Revolving Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance
or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not
then be satisfied, then, subject to the terms and conditions thereof, such L/C Issuer shall, on the requested date, issue a Letter
of Credit for the account of the Borrower (or jointly for the account of the Borrower or the applicable Subsidiary) or enter into
the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business
practices.


 




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(iii)        If
the Borrower so requests in any applicable Letter of Credit Request, the applicable L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least
once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period
to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the Borrower shall
not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has
been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension
of such Letter of Credit at any time to a date not later than the Letter of Credit Expiration Date; provided, however,
that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted,
or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof
(by reason of the provisions of clause (c)(i) or (ii) above or otherwise) or (B) it has received notice (which may
be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (x) from the
Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (y) from the Administrative
Agent or any Loan Party that one or more of the applicable conditions specified in Section 4.02 are not then satisfied (for
the avoidance of doubt, the provision of any such notice to such L/C Issuer pursuant to this clause (y) shall not relieve
any Revolving Lender of its obligation to fund its share of any such Letter of Credit that is not extended, to the extent such
Letter of Credit is drawn under the terms of this Agreement), and in each such case directing such L/C Issuer not to permit such
extension.


 


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


 


(d)          Purchase
and Sale of Letter of Credit Participation. Immediately upon the issuance by an L/C Issuer of a Letter of Credit, such
L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving
Lender shall be deemed, without further action by any party hereto, to have purchased from such L/C Issuer, without recourse or
warranty, an undivided Participation Interest in such Letter of Credit and the related L/C Obligations in the proportion its Revolving
Commitment Percentage bears to the Revolving Committed Amount (although any fronting fee payable under Section 2.11 shall
be payable directly to the Administrative Agent for the account of the applicable L/C Issuer, and the Lenders (other than such
L/C Issuer) shall have no right to receive any portion of any such fronting fee) and any security therefor or guaranty pertaining
thereto. Upon any change in the Revolving Commitments pursuant to Section 10.06, there shall be an automatic adjustment
to the Participation Interests in all outstanding Letters of Credit and all L/C Obligations to reflect the adjusted Revolving Commitments
of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.


 


(e)          Drawings
and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice
of a drawing under such Letter of Credit, the applicable L/C Issuer shall promptly notify the Borrower and the Administrative Agent
thereof and shall determine in accordance with the terms of such Letter of Credit whether such drawing should be honored. If the
applicable L/C Issuer determines that any such drawing shall be honored, such L/C Issuer shall make available to such beneficiary
in accordance with the terms of such Letter of Credit the amount of the drawing and shall notify the Borrower and the Administrative
Agent as to the amount to be paid as a result of such drawing and the payment date (which date shall be one Business Day after
the date of the drawing) (each such date, an “Honor Date”).


 




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(ii)         The
Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse each L/C Issuer or each L/C Issuer through the
Administrative Agent for any amounts paid by such L/C Issuer upon any drawing under any Letter of Credit, together with any and
all reasonable charges and expenses which such L/C Issuer may pay or incur relative to such drawing. Such reimbursement payment
shall be due and payable on the same day as the Honor Date if notice is received prior to 11:00 A.M., or the next Business Day
after the Honor Date otherwise. In addition, the Borrower agrees to pay to such L/C Issuer interest, payable on demand, on any
and all amounts not paid by the Borrower to such L/C Issuer when due under this clause (e)(ii), for each day from and including
the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment,
at a rate per annum equal to the Default Rate. Each reimbursement and other payment to be made by the Borrower pursuant
to this clause (ii) shall be made to such L/C Issuer in Federal or other funds immediately available to it at its address
referred to in Section 10.02.


 


(iii)        Subject
to the satisfaction of all applicable conditions set forth in Article IV, the Borrower may, at its option, utilize the Swing
Line Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the applicable L/C Issuer,
for the reimbursement of all L/C Disbursements as required by clause (ii) above.


 


(iv)        With
respect to any L/C Disbursements that have not been reimbursed by the Borrower when due under clauses (ii) and (iii)
above (an “Unreimbursed Amount”), the Administrative Agent shall promptly notify each Revolving Lender of the
Honor Date, the amount of the Unreimbursed Amount and the amount of such Revolving Lender’s pro rata share thereof and such
Revolving Lender’s pro rata share of such unreimbursed L/C Disbursement (determined by the proportion its Revolving Commitment
Percentage bears to the aggregate Revolving Committed Amount). In such event, the Borrower shall be deemed to have requested an
“L/C Borrowing” of Revolving Loans that are Base Rate Loans to be disbursed on the next Business Day following
the Honor Date in an aggregate amount in Dollars equal to the Unreimbursed Amount, without regard to the minimum and multiples
specified in Section 2.01(a), but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions
set forth in Section 4.02 (other than the delivery of a Notice of Borrowing), and each such Revolving Lender hereby agrees
to make a Revolving Loan (which shall be initially funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving
Commitment Percentage of the Unreimbursed Amount outstanding on the date notice is given. Any such notice given by the Administrative
Agent given pursuant to this clause (iv) may be given by telephone if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 


(v)         Each
Revolving Lender (including any Revolving Lender acting as a L/C Issuer in respect of any Unreimbursed Amount) shall, upon any
notice from the Administrative Agent pursuant to clause (iv) above, make the amount of its Revolving Loan available to the
Administrative Agent in Dollars in Federal or other immediately available funds, at the Administrative Agent’s Office, not
later than 1:00 P.M. on the Business Day specified in such notice, whereupon, subject to clause (vi) below, each Revolving
Lender that so makes funds available shall be deemed to have made a Revolving Base Rate Loan to the Borrower in such amount. The
Administrative Agent shall remit the funds so received (and the Administrative Agent may apply Cash Collateral provided for this
purpose) to the applicable L/C Issuer.


 




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(vi)        With
respect to any Unreimbursed Amount that is not fully refinanced by an L/C Borrowing pursuant to clauses (iv) and (v)
above because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Administrative Agent
shall promptly notify each Revolving Lender (other than the relevant L/C Issuer), and each such Revolving Lender shall promptly
and unconditionally pay to the Administrative Agent, for the account of such L/C Issuer, such Revolving Lender’s pro rata
share of such Unreimbursed Amount (determined by the proportion its Revolving Commitment Percentage bears to the aggregate Revolving
Committed Amount) in Dollars in Federal or other immediately available funds. Such payment from the Revolving Lenders shall be
due (i) at or before 1:00 P.M. on the date the Administrative Agent so notifies a Revolving Lender, if such notice is given at
or before 10:00 A.M. on such date or (ii) at or before 10:00 A.M. on the next succeeding Business Day, together with interest on
such amount for each day from and including the date of such drawing to but excluding the day such payment is due from such Revolving
Lender at the Federal Funds Rate for such day (which funds the Administrative Agent shall promptly remit to the applicable L/C
Issuer). Each payment by a Revolving Lender to the Administrative Agent for the account of an L/C Issuer in respect of an Unreimbursed
Amount shall constitute a payment in respect of its Participation Interest in the related Letter of Credit purchased pursuant to
clause (d) above. The failure of any Revolving Lender to make available to the Administrative Agent for the account of an
L/C Issuer its pro rata share of any Unreimbursed Amount shall not relieve any other Revolving Lender of its obligation hereunder
to make available to the Administrative Agent for the account of such L/C Issuer its pro rata share of any payment made under any
Letter of Credit on the date required, as specified above, but no such Lender shall be responsible for the failure of any other
Lender to make available to the Administrative Agent for the account of such L/C Issuer such other Lender’s pro rata share
of any such payment. Upon payment in full of all amounts payable by a Lender under this clause (vi), such Lender shall be
subrogated to the rights of such L/C Issuer against the Borrower to the extent of such Lender’s pro rata share of the related
L/C Obligation so paid (including interest accrued thereon).


 


(vii)       Each
Revolving Lender’s obligation to make Revolving Loans pursuant to clause (iv) above and to make payments in respect
of its Participation Interests in Unreimbursed Amounts pursuant to clause (vi) above shall be absolute and unconditional
and shall not be affected by any circumstance, including: (A) any setoff, counterclaim, recoupment, defense or other right which
such Lender may have against the applicable L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence
or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Revolving Lender’s obligation to make Revolving Loans as a part of an L/C Borrowing pursuant to
clause (iv) above is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of
a Notice of Borrowing). No such making by a Revolving Lender of a Revolving Loan or a payment by a Revolving Lender of an amount
in respect of its Participation Interest in Unreimbursed Amounts shall relieve or otherwise impair the obligation of the Borrower
to reimburse such L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest
as provided herein.


 


(viii)      If
any Revolving Lender fails to make available to the Administrative Agent for the account of an L/C Issuer any amount required to
be paid by such Revolving Lender pursuant to the foregoing provisions of this clause (e) by the time specified therefor,
then, without limiting the other provisions of this Agreement, the applicable L/C Issuer shall be entitled to recover from such
Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately available to the applicable L/C Issuer at a rate
per annum equal to the Federal Funds Rate for such day. Any payment made by any Lender after 3:00 P.M. on any Business Day
shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Business Day. A certificate of
the applicable L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (viii) shall be conclusive absent manifest error.


 




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(f)          Repayment
of Funded Participations in Respect of Drawn Letters of Credit. (i) Whenever the Administrative Agent receives a payment
of an L/C Obligation as to which the Administrative Agent has received for the account of an L/C Issuer any payments from the Revolving
Lenders pursuant to clause (e) above (whether directly from the Borrower or otherwise, including proceeds of cash collateral
applied thereto by the Administrative Agent), the Administrative Agent shall promptly pay to each Revolving Lender which has paid
its pro rata share thereof an amount equal to such Lender’s pro rata share of the amount thereof (appropriately adjusted,
in the case of interest payments, to reflect the period of time during which the payments from the Revolving Lenders were received)
in the same funds as those received by the Administrative Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to clause (i) above is required
to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into
by such L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such L/C
Issuer its pro rata share thereof (determined by the proportion its Revolving Commitment Percentage bears to the aggregate Revolving
Committed Amount) on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Rate for such day.


 


(g)          Obligations
Absolute. The obligations of the Borrower under Sections 2.05(e)(i) and 2.05(e)(ii) above shall be absolute
(subject to the right to bring subsequent claims subject to the limitations set forth in Section 2.05(l)(v)) and unconditional
and shall be performed strictly in accordance with the terms of this Agreement, ISP and Uniform Customs and Practice for Documentary
Credits, as applicable, under all circumstances whatsoever, including, without limitation, the following circumstances:


 


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


 


(ii)         any
amendment or waiver of or any consent to departure from all or any of the provisions of this Agreement, any Letter of Credit or
any other Loan Document;


 


(iii)        the
use which may be made of the Letter of Credit by, or any acts or omission of, a beneficiary of a Letter of Credit (or any Person
for whom the beneficiary may be acting);


 


(iv)        the
existence of any claim, counterclaim, setoff, defense or other rights that the Borrower or any Subsidiary may have at any time
against a beneficiary or any transferee of a Letter of Credit (or any Person for whom the beneficiary or transferee may be acting),
any L/C Issuer or any other Person, whether in connection with this Agreement or any Letter of Credit or any document related hereto
or thereto or any unrelated transaction;


 


(v)         any
draft, demand, certificate, statement or any other document presented under a Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever, or any loss
or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;


 




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(vi)        any
payment by any L/C Issuer under a Letter of Credit against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit;


 


(vii)       any
payment made by any L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, examiner, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Insolvency or Liquidation
Proceeding; or


 


(viii)      any
other act or omission to act or delay of any kind by any L/C Issuer or any other Person or any other event or circumstance whatsoever
that might, but for the provisions of this clause (viii), constitute a legal or equitable discharge of the Borrower’s
obligations hereunder;


 


provided that the foregoing shall
not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to punitive or consequential
damages or lost profits, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered
by the Borrower that are caused by acts or omissions by such L/C Issuer constituting gross negligence or willful misconduct on
the part of such L/C Issuer (as determined by a court of competent jurisdiction in a final non-appealable judgment).


 


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


 


(h)          Role
of L/C Issuers; Reliance. Each Revolving Lender and the Borrower agree that the relevant L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing
or delivering any such document. None of the L/C Issuers, the Agents or their Related Parties or any of the respective correspondents,
participants or assignees of the L/C Issuers shall be liable to any Lender for: (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in
the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable
judgment; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter
of Credit or Letter of Credit Request. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee
with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and
shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee
at law or under any other agreement. None of the L/C Issuers, the Agents or any of their Related Parties, or any of the respective
correspondents, participants or assignees of the L/C Issuers, shall be liable or responsible for any of the matters described in
clauses (i) through (viii) of clause (g) of this Section 2.05; provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C Issuer, and
such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrower which are determined by a court of competent jurisdiction in a final and nonappealable
judgment to have been caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful
or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft
and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the L/C Issuers may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.


 




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(i)          Applicability
of ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued
the rules of the ISP shall apply to each standby Letter of Credit.


 


(j)          Conflict
with L/C Documents. In the event of any conflict between this Agreement and any L/C Document, this Agreement shall govern.


 


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


 


(l)          Indemnification
of L/C Issuers. (i) In addition to its other obligations under this Agreement, the Borrower hereby agrees to protect, indemnify,
pay and save each L/C Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges
and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that such L/C Issuer may incur or
be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such L/C
Issuer to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present
or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Government
Acts”).


 


(ii)         As
between the Borrower and each L/C Issuer, the Borrower shall assume all risks of the acts or omissions of or the misuse of any
Letter of Credit by the beneficiary thereof. No L/C Issuer shall be responsible for: (A) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter
of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for
any reason; (C) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon
a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss
or delay in the transmission or otherwise of any documents required in order to make a drawing under a Letter of Credit or of the
proceeds thereof; and (G) any consequences arising from causes beyond the control of the applicable L/C Issuer, including, without
limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any L/C Issuer’s rights
or powers hereunder.


 


(iii)        In
furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by
an L/C Issuer, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith,
shall not put such L/C Issuer under any resulting liability to the Borrower or any other Loan Party. It is the intention of the
parties that this Agreement shall be construed and applied to protect and indemnify each L/C Issuer against any and all risks involved
in the issuance of any Letter of Credit, all of which risks are hereby assumed by the Loan Parties, including, without limitation,
any and all risks, whether rightful or wrongful, of any present or future Government Acts. No L/C Issuer shall in any way be liable
for any failure by such L/C Issuer or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts
or any other cause beyond the control of such L/C Issuer.


 




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(iv)        Nothing
in this clause (l) is intended to limit the Reimbursement Obligation of the Borrower contained in this Section 2.05.
The obligations of the Borrower under this clause (l) shall survive the termination of this Agreement. No act or omission
of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of any L/C Issuer to enforce
any right, power or benefit under this Agreement.


 


(v)         Notwithstanding
anything to the contrary contained in this clause (l), the Borrower shall have no obligation to indemnify any L/C Issuer
in respect of any liability incurred by such L/C Issuer arising solely out of the gross negligence or willful misconduct of such
L/C Issuer, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Nothing in this Agreement
shall relieve any L/C Issuer of any liability to the Borrower in respect of any action taken by such L/C Issuer which action constitutes
gross negligence or willful misconduct of such L/C Issuer, as determined by a court of competent jurisdiction in a final and nonappealable
judgment.


 


(m)          Resignation
of an L/C Issuer. An L/C Issuer may resign at any time by giving 30 days’ notice to the Administrative Agent, the
Revolving Lenders and the Borrower; provided, however, that any such resignation shall not affect the rights or obligations
of such L/C Issuer with respect to Letters of Credit issued by it prior to such resignation. Upon any such resignation, the Borrower
shall (within 60 days after such notice of resignation) either appoint a successor or terminate the unutilized L/C Commitment of
such L/C Issuer; provided, however, that, if the Borrower elects to terminate such unutilized L/C Commitment, the
Borrower may at any time thereafter that the Revolving Commitments are in effect reinstate such L/C Commitment in connection with
the appointment of another L/C Issuer. Upon the acceptance of any appointment as an L/C Issuer hereunder by a successor L/C Issuer,
such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring L/C Issuer and
the retiring L/C Issuer shall be discharged from its obligations to issue Letters of Credit hereunder. The acceptance of any appointment
as L/C Issuer hereunder by a successor L/C Issuer shall be evidenced by an agreement entered into by such successor, in a form
reasonably satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement,
(i) such successor shall be a party hereto and have all the rights and obligations of an L/C Issuer under this Agreement and the
other Loan Documents and (ii) references herein and in the other Loan Documents to such L/C Issuer shall be deemed to refer to
such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require.
After the resignation of an L/C Issuer hereunder, the retiring L/C Issuer shall remain a party hereto and shall continue to have
all the rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents with respect to Letters of Credit
issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.


 


(n)          Reporting.
Each L/C Issuer (other than the Administrative Agent) will report in writing to the Administrative Agent (i) on the first
Business Day of each month, the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business
Day of the preceding month, (ii) on or prior to each Business Day on which such L/C Issuer expects to issue, amend, renew or extend
any Letter of Credit, the date of such issuance or amendment, and the aggregate face amount of Letters of Credit to be issued,
amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and such
L/C Issuer shall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewal or extension occurred
and whether the amount thereof changed), (iii) on each Business Day on which such L/C Issuer makes any L/C Disbursement, the date
and amount of such L/C Disbursement and (iv) on any Business Day on which the Borrower fails to reimburse an L/C Disbursement required
to be reimbursed to such L/C Issuer on such day, the date and amount of such failure.


 




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Section 2.06         Interest.


 


(a)          Rate
Options Applicable to Loans. Each Borrowing (other than a Swing Line Borrowing, which shall be made and maintained as Base
Rate Loans) shall be comprised of Base Rate Loans or Eurodollar Loans, as the Borrower may request pursuant to Section 2.02.
Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower may not
request any Borrowing that, if made, would result in an aggregate of more than ten separate Groups of Eurodollar Loans being outstanding
hereunder at any one time. For this purpose, Loans having different Interest Periods, regardless of whether commencing on the same
date, shall be considered separate Groups. Interest hereunder shall be due and payable in accordance with the terms hereof before
and after judgment and before and after the commencement of any proceeding under any Insolvency or Liquidation Proceeding.


 


(b)          Rates
Applicable to Loans. Subject to the provisions of clause (c) below, (i) each Eurodollar Loan shall bear interest
on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the
sum of the Adjusted Eurodollar Rate for such Interest Period plus the then Applicable Margin for Eurodollar Loans, (ii) each Base
Rate Loan shall bear interest on the outstanding principal amount thereof for each day from the date such Loan is made as, or converted
into, a Base Rate Loan until it becomes due or is converted into a Loan of any other Type, at a rate per annum equal to
the Base Rate for such day plus the then Applicable Margin for Base Rate Loans, and (iii) each Swing Line Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the then Applicable Margin for Base Rate Loans.


 


(c)          Additional
Interest. If any Loan or interest thereon or any fee described in Section 2.11 is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall thereafter
bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the full extent permitted
by applicable Laws.


 


(d)          Interest
Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and
at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof
before and after judgment, and before and after the commencement of any proceeding under any Insolvency or Liquidation Proceeding.
Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(e)          Determination
and Notice of Interest Rates. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest
rate applicable to any Interest Period for Eurodollar Loans upon determination of such interest rate. At any time when Base Rate
Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used
in determining the Base Rate promptly following the public announcement of such change. Any notice with respect to Eurodollar Loans
shall, without the necessity of the Administrative Agent so stating in such notice, be subject to the provisions of the definition
of “Applicable Margin” providing for adjustments in the Applicable Margin applicable to such Loans after the beginning
of the Interest Period applicable thereto.


 




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Section 2.07         Extension
and Conversion.


 


(a)          Continuation
and Conversion Options. The Loans included in each Borrowing shall bear interest initially at the type of rate allowed
by Section 2.06 and as specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower shall have
the option, on any Business Day, to elect to change or continue the type of interest rate borne by each Group of Loans (subject
in each case to the provisions of Article III and Section 2.07(d)), as follows:


 


(i)          if
such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Eurodollar Loans as of any Business Day; and


 


(ii)         if
such Loans are Eurodollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans
as Eurodollar Loans for an additional Interest Period, subject to Section 3.05 in the case of any such conversion or continuation
effective on any day other than the last day of the then current Interest Period applicable to such Loans.


 


Each such election shall be made by delivering
a notice, substantially in the form of Exhibit A-2 hereto (a “Notice of Extension/Conversion”), which
notice shall not thereafter be revocable by the Borrower, to the Administrative Agent not later than 12:00 Noon on the third Business
Day before the conversion or continuation selected in such notice is to be effective. A Notice of Extension/Conversion may, if
it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that
(i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice of Borrowing
applies, and the remaining portion to which it does not apply, are each $1,000,000 or any larger multiple of $1,000,000.


 


(b)          Contents
of Notice of Extension/Conversion. Each Notice of Extension/ Conversion shall specify:


 


(i)          the
Group of Loans (or portion thereof) to which such notice applies;


 


(ii)         the
date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable
clause of Section 2.07(a) above;


 


(iii)        if
the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans being converted are to be Eurodollar
Loans, the duration of the next succeeding Interest Period applicable thereto; and


 


(iv)        if
such Loans are to be continued as Eurodollar Loans for an additional Interest Period, the duration of such additional Interest
Period.


 


Each Interest Period specified in a Notice
of Extension/Conversion shall comply with the provisions of the definition of the term “Interest Period.” If no Notice
of Extension/Conversion is timely received prior to the end of an Interest Period for any Group of Eurodollar Loans, the Borrower
shall be deemed to have elected that such Group be converted to Base Rate Loans as of the last day of such Interest Period.


 


(c)          Notification
to Lenders. Upon receipt of a Notice of Extension/Conversion from the Borrower pursuant to Section 2.07(a), the
Administrative Agent shall promptly notify each Lender of the contents thereof.


 




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(d)          Limitation
on Conversion/Continuation Options. The Borrower shall not be entitled to elect to convert any Loans to, or continue any
Loans for an additional Interest Period as, Eurodollar Loans if the aggregate principal amount of any Group of Eurodollar Loans
created or continued as a result of such election would be less than $1,000,000. If an Event of Default shall have occurred and
be continuing when the Borrower delivers notice of such election to the Administrative Agent, the Borrower shall not be entitled
to elect to convert any Eurodollar Loans to, or continue any Eurodollar Loans for an Interest Period as, Eurodollar Loans having
an Interest Period in excess of one month.


 


Section 2.08         Maturity
of Loans.


 


(a)          Maturity
of Revolving Loans. The Revolving Loans shall mature on the Revolving Termination Date, and any Revolving Loans, Swing
Line Loans and L/C Obligations then outstanding (together with accrued interest thereon and fees in respect thereof) shall be due
and payable on such date.


 


(b)          Scheduled
Amortization of Term Loans. The Borrower shall repay, and there shall become due and payable, on each Principal Amortization
Payment Date in installments of 0.25% of the original aggregate principal amount of the Term Loans on the Closing Date, which payments
shall be reduced as a result of the application of prepayments in accordance with Section 2.09. Any remaining unpaid principal
amount of Term Loans shall be due and payable on the Term Loan Maturity Date.


 


Section 2.09         Prepayments.


 


(a)          Voluntary
Prepayment of Revolving Loans and Term Loans. The Borrower shall have the right to voluntarily prepay Revolving Loans and
Term Loans in whole or in part from time to time, subject to Section 3.05 and Section 2.09(g) but otherwise without
premium or penalty; provided, however, that each partial prepayment of Revolving Loans and Term Loans shall be in
a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each payment pursuant to this Section
shall be applied as directed by the Borrower.


 


(b)          Swing
Line Loans. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time
or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 P.M. on the date of
the prepayment and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify
the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein.


 


(c)          Mandatory
Prepayments.


 


 (i)          Revolving
Committed Amount. If on any date the aggregate Revolving Outstandings exceed the Revolving Committed Amount, the Borrower
shall repay, and there shall become due and payable (together with accrued interest thereon), on such date an aggregate principal
amount of Swing Line Loans equal to such excess. If the outstanding Swing Line Loans have been repaid in full, the Borrower shall
prepay, and there shall become due and payable (together with accrued interest thereon), Revolving Loans in such amounts as are
necessary so that, after giving effect to the repayment of the Swing Line Loans and the repayment of Revolving Loans, the aggregate
Revolving Outstandings do not exceed the Revolving Committed Amount. If the outstanding Revolving Loans and Swing Line Loans have
been repaid in full, the Borrower shall Cash Collateralize L/C Obligations so that, after giving effect to the repayment of Swing
Line Loans and Revolving Loans and the Cash Collateralization of L/C Obligations pursuant to this clause (i), the aggregate
Revolving Outstandings do not exceed the Revolving Committed Amount. In determining the aggregate Revolving Outstandings for purposes
of this Agreement, L/C Obligations shall be reduced to the extent that they are Cash Collateralized as contemplated by this clause
(i). Each prepayment of Revolving Loans required pursuant to this clause (i) shall be applied ratably among outstanding
Revolving Loans based on the respective amounts of principal then outstanding. Each Cash Collateralization of L/C Obligations required
by this clause (i) shall be applied ratably among L/C Obligations based on the respective amounts thereof then outstanding.


 




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(ii)         Excess
Cash Flow. Within five (5) Business Days after the day on which financial statements are required to be delivered
for the most recently ended fiscal year pursuant to Section 6.01(a), beginning with the Excess Cash Flow Period ending on
December 31, 2016, the Borrower shall prepay the Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow
for such Excess Cash Flow Period, minus (B) on a dollar-for-dollar basis the aggregate amount of all voluntary prepayments
during such Excess Cash Flow Period or, at the option of the Borrower, after such Excess Cash Flow Period but prior to such Excess
Cash Flow payment date (and without counting such amounts against the Excess Cash Flow payment for the succeeding Excess Cash Flow
Period) of principal of the Term Loans, the Incremental Term Loans, the Other Term Loans, the Revolving Loans, the Incremental
Revolving Loans, the Other Revolving Loans and Swing Line Loans in each case that are not funded with the proceeds of Credit Agreement
Refinancing Indebtedness and that are pari passu with the Term Loans in security and right of payment (but in the case of
voluntary prepayments of Revolving Loans, Other Revolving Loans or Swing Line Loans, only to the extent the Revolving Commitments,
Other Revolving Commitments, the Incremental Revolving Loans, as applicable, are permanently reduced and, in the case of prepayment
or repurchases made at a discount, the amount of cash used for such prepayment or repurchase). As used in this Section 2.09(c)(ii),
the term “Applicable ECF Percentage” for any Excess Cash Flow Period means 50%; provided that the Applicable
ECF Percentage shall be (i) reduced to 25% if the Total Leverage Ratio at the end of such Excess Cash Flow Period is equal to or
less than 4.00 to 1.00 and greater than 3.00 to 1.00 and (ii) reduced to 0% if the Total Leverage Ratio at the end of such Excess
Cash Flow Period is equal to or less than 3.00 to 1.00, in each case at the end of such Excess Cash Flow Period.


 


(iii)        Asset
Dispositions, Casualties and Condemnations, etc. Within ten (10) Business Days after receipt by the Borrower or any of
its Restricted Subsidiaries of Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted under Section
7.03 (other than clause (a)(xii), (xiii) or (xiv)), Casualty or Condemnation (excluding Net Cash
Proceeds to the extent and so long as they constitute Reinvestment Funds), the Borrower shall prepay (or cause to be prepaid) the
Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of such Asset Disposition, Casualty or Condemnation; provided
that no such prepayment caused by the receipt of Net Cash Proceeds from any Asset Disposition shall be required to the extent that
the sum of such Net Cash Proceeds and all other Net Cash Proceeds from Asset Dispositions (other than any Asset Disposition permitted
under Section 7.03 (other than clause (a)(xii), (xiii) or (xiv)) occurring after the Closing Date and
during the same fiscal year does not exceed $5,000,000 (it being understood that a prepayment shall only be required of such excess).


 


(iv)        Debt
Issuances. Within three (3) Business Days after receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash
Proceeds from any Debt Issuance (other than any Debt Issuance permitted pursuant to Section 7.01 of this Agreement), the
Borrower shall prepay (or cause to be prepaid) the Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of
such Debt Issuance.


 


(v)         Application
of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.09(c) shall be applied as follows:


 




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(A)         with
respect to all amounts paid pursuant to Section 2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous
provision in any Refinancing Amendment, first to Swing Line Loans, second to Revolving Loans and any Other Revolving Loans, as
applicable, and third to Cash Collateralize L/C Obligations; and


 


(B)         with
respect to all amounts paid by the Borrower pursuant to Section 2.09(c)(ii), (iii) or (iv), except as may
be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable, (with respect to any Other Term Loans or
Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided
that such Refinancing Amendment or Increase Joinder, as applicable, shall not provide for greater than pro rata treatment
for such Other Term Loans or Incremental Term Loans, as applicable, with respect of each other Class of Term Loans, Incremental
Term Loans and Other Term Loans), to the next eight (8) Principal Amortization Payments, then ratably to the remaining Principal
Amortization Payments (excluding the final payment on the Term Loan Maturity Date); provided that, in the case of Section 2.09(c)(iii),
at the Borrower’s option, the Borrower may apply a portion of such amounts to prepay outstanding Indebtedness incurred pursuant
to Section 7.01(s) to the extent (x) such Indebtedness is secured by the Collateral on a pari passu basis with the
Liens securing the Loans and (y) a mandatory prepayment in respect of such Asset Disposition, Casualty or Condemnation is required
under the terms of such other Indebtedness, in which case, the amount of prepayment required to be made with respect to such Net
Cash Proceeds pursuant to Section 2.09(c)(iii) shall be deemed to be the amount equal to the product of (x) the amount of
such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required
to be prepaid pursuant to Section 2.09(c)(iii) and the denominator of which is the sum of the outstanding principal amount
of such outstanding Indebtedness incurred pursuant to Section 7.01(s) and required to be prepaid under the terms of such
Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.09(c)(iii).


 


(vi)        Payments
Cumulative. Except as otherwise expressly provided in this Section 2.09, payments required under any subsection
or clause of this Section 2.09 are in addition to payments made or required under any other subsection or clause of this
Section 2.09.


 


(d)          Notice
of Mandatory Prepayment Events. The Borrower shall use commercially reasonable efforts to give to the Administrative Agent
at least one Business Day’s prior written or telecopy notice of each and every prepayment required under Section 2.09(c)(ii)
through (iv), including the estimated amount of Net Cash Proceeds expected to be received therefrom.


 


(e)          Notices
of Prepayments. The Borrower shall notify the Administrative Agent, in the case of any Revolving Loan which is a Base Rate
Loan, by 11:00 A.M. on the date of any voluntary prepayment hereunder and, in the case of any other Loan, by 11:00 A.M., at least
three Business Days prior to the date of voluntary prepayment in the case of Eurodollar Loans and at least one Business Day prior
to the date of voluntary prepayment in the case of Base Rate Loans. Each notice of prepayment shall be substantially in the form
of Exhibit S and shall specify the prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid is
a Revolving Loan or a Term Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a
Eurodollar Loan, the Interest Period of such Loan. The Administrative Agent will promptly notify each Lender of its receipt of
each such notice, and of the amount of such Lender’s pro rata share, if any, thereof. Once such notice is given by the Borrower,
the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable as specified therein.
Subject to the foregoing, amounts prepaid under Section 2.09(a) shall be applied as the Borrower may elect; provided
that, if the Borrower fails to specify the application of a voluntary prepayment of Term Loans, then, except as may be otherwise
specified in any Refinancing Amendment, such prepayments shall be applied to the remaining Principal Amortization Payments in direct
order of maturity. Amounts prepaid under Section 2.09(c) shall be applied as set forth therein. All prepayments of Eurodollar
Loans under this Section 2.09 shall be accompanied by accrued interest on the principal amount being prepaid to the date
of payment, together with any additional amounts required pursuant to Section 3.05.


 




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(f)          Rejected
Payments. In the event of any prepayment of any Term Loans of any Term Lender pursuant to Section 2.09(c)(ii), (c)(iii)
or (c)(iv) (excluding pursuant to any Refinancing Amendment) (an “Applicable Prepayment”), such Lender
may reject all, but not less than all, of its share of such Applicable Prepayment by written notice (each, a “Rejection
Notice”) to the Administrative Agent no later than 5:00 P.M. (New York time) two Business Days after the date of such
Term Lender’s receipt of notice of such Applicable Prepayment as otherwise provided herein (the “Rejection Deadline”).
If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent at or prior to the Rejection Deadline, such Term
Lender will be deemed to have accepted its share of the Applicable Prepayment. The aggregate portion of such Applicable Prepayment
that is rejected by Term Lenders pursuant to Rejection Notices shall be referred to as the “Rejected Amount.”
The Rejected Amount may be used by the Borrower in any manner not prohibited by the Loan Documents.


 


(g)          Prepayment
Premium. In the event that, on or prior to the date that is six (6) months after the Closing Date, the Borrower (x) makes
any prepayment of Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting
in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term
Lender, (I) in the case of clause (x), a prepayment premium of 1.00% of the amount of the Term Loans being prepaid and (II)
in the case of clause (y), a payment equal to 1.00% of the aggregate amount of the applicable Term Loans outstanding immediately
prior to such amendment.


 


(h)          Foreign
Proceeds. Notwithstanding any other provisions of this Section 2.09, (i) to the extent that any of or all the Net Cash
Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”), the Net Cash Proceeds of any Casualty
or Condemnation from a Foreign Subsidiary (a “Foreign Casualty Event”) or Excess Cash Flow attributable to Foreign
Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such
Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided
in this Section 2.09 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable
local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts
to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit
such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under
the applicable local law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds
or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such repatriation) applied (net
of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.09
to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of
or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or Excess Cash Flow attributable to Foreign
Subsidiaries would have materially adverse tax consequences (as determined in good faith by the Borrower) with respect to such
Net Cash Proceeds or Excess Cash Flow, such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied
to repay Term Loans at the times provided in this Section 2.09 but may be retained by the applicable Foreign Subsidiary


 




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Section 2.10         Adjustment
of Commitments.


 


(a)          Optional
Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate
the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000
or any whole multiple of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed
Amount)) upon three Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional
on the occurrence of an event to the extent specified in such notice); provided, however, that no such termination
or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced,
unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been
paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash
Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected
Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any
partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments
of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative
Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction
of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving
Committed Amount so terminated or reduced.


 


(b)          Termination.
The Revolving Commitments and the related L/C Commitments of the relevant L/C Issuers shall terminate automatically on the Revolving
Termination Date. The Swing Line Commitment of the Swing Line Lender shall terminate automatically on the Swing Line Termination
Date. The Term Commitments shall terminate automatically immediately after the making of the Term Loans on the Closing Date.


 


(c)          General.
The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of this Section
2.10, on the date of each termination or reduction of the Revolving Committed Amount, the Commitment Fee accrued through the
date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.


 


Section 2.11         Fees.


 


(a)          Commitment
Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting
Lender) a fee (the “Commitment Fee”) on such Lender’s Revolving Commitment Percentage of the daily Unused
Revolving Committed Amount, computed at a per annum rate equal to the Commitment Fee Percentage. The Commitment Fee shall
commence to accrue on the Closing Date and shall be due and payable in arrears on the last Business Day of each March, June, September
and December (and on any date that the Revolving Committed Amount is reduced as provided in Section 2.10(a) and on the Revolving
Termination Date) for the period ending on each such date; provided that the first such payment shall be due on September
30, 2015.


 




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(b)          Letter
of Credit Fees.


 


(i)          Letter
of Credit Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender that is not
a Defaulting Lender a fee (the “Letter of Credit Fee”) on such Lender’s Revolving Commitment Percentage
of the average daily maximum amount available to be drawn under each Letter of Credit (whether or not such maximum amount is then
in effect under such Letter of Credit) computed at a per annum rate for each day from the date of issuance to the date of
expiration equal to the Applicable Margin for Eurodollar Loans in effect from time to time; provided, however, that
any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which
such Defaulting Lender has not provided Cash Collateral pursuant to Section 2.05 shall instead be payable, to the maximum
extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable
Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable
to the L/C Issuers for their own respective accounts. The Letter of Credit Fee will be computed on a quarterly basis in arrears
and shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first of
such dates to occur after the date of issuance of such Letter of Credit, and on the Letter of Credit Expiration Date and thereafter
on demand.


 


(ii)         Fronting
Fee and Documentary and Processing Charges Payable to the L/C Issuers. The Borrower shall pay directly to each L/C Issuer
for its own account a fronting fee with respect to each Letter of Credit issued by such L/C Issuer, at a rate of 0.125% per
annum, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such
fronting fee shall be due and payable on last Business Day after the end of each March, June, September and December, commencing
with the first such date after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date and thereafter
on demand.


 


(iii)        L/C
Issuer Fees. In addition to the Letter of Credit Fee payable pursuant to clause (i) above and any fronting fees
payable pursuant to clause (ii) above, the Borrower promises to pay to each L/C Issuer for its own account without sharing
by the other Lenders the letter of credit fronting and negotiation fees agreed to by the Borrower and such L/C Issuer from time
to time and the customary charges from time to time agreed to by the Borrower and such L/C Issuer with respect to the issuance,
amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively,
the “L/C Issuer Fees”). L/C Issuer Fees are due when earned and payable on demand and are nonrefundable.


 


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


 


Section 2.12         Pro
rata Treatment. Except to the extent otherwise provided herein:


 


(a)          Loans.
Each Borrowing, each payment or prepayment of principal of or interest on any Loan, each payment of fees (other than the L/C Issuer
Fees retained by an L/C Issuer for its own account, and the administrative fees retained by the Agents for their own account),
each reduction of the Revolving Committed Amount and each conversion or continuation of any Loan, shall be allocated pro rata among
the relevant Lenders in accordance with the respective Revolving Commitment Percentages, Term Commitment Percentages, Other Revolving
Commitment Percentage, Other Term Commitment Percentage, Incremental Revolving Commitment Percentage and Incremental Term Loan
Commitment Percentage, as applicable, of such Lenders (or, if the Commitments of such Lenders have expired or been terminated,
in accordance with the respective principal amounts of the outstanding Loans of the applicable Class and Participation Interests
of such Lenders); provided that, in the event any amount paid to any Lender pursuant to this clause (a) is rescinded
or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay
to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment
is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 




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(b)          Letters
of Credit. Each payment of L/C Obligations shall be allocated to each Revolving Lender pro rata in accordance with its
Revolving Commitment Percentage; provided that, if any Revolving Lender shall have failed to pay its applicable pro rata
share of any L/C Disbursement as required under Section 2.05(e)(iv) or (vi), then any amount to which such Revolving
Lender would otherwise be entitled pursuant to this clause (b) shall instead be payable to the L/C Issuers.


 


Section 2.13         Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of the Loans made by it or of its Participation Interests in L/C Obligations
or Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such
Loans or such Participation Interests and accrued interest thereon greater than its pro rata share thereof as provided herein,
then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact and (ii) purchase (for
cash at face value) participation in the Loans and subparticipations in the Participation Interests in L/C Obligations and Swing
Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and other amounts owing thereon; provided that:


 


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


 


(ii)         the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender and including payments made pursuant to Section 2.18 or 2.19), (y) the application of Cash Collateral
provided for in Section 2.05 or 2.16, or (z) any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans or subparticipations in Participation Interests in L/C Obligations or Swing Line
Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions
of this Section shall apply).


 


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


 




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Section 2.14         Payments
Generally; Administrative Agent’s Clawback.


 


(a)          Payments
by the Borrower. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder (other than
fees payable directly to any L/C Issuer) shall be paid not later than 1:00 P.M. on the date when due, in Dollars and in Federal
or other funds immediately available to the Administrative Agent at the account designated by it by notice to the Borrower. Payments
received after 1:00 P.M. shall be deemed to have been received on the next Business Day, and any applicable interest or fee shall
continue to accrue. The Administrative Agent may, in its sole discretion, distribute such payments to the applicable Lenders on
the date of receipt thereof, if such payment is received prior to 1:00 P.M.; otherwise the Administrative Agent may, in its sole
discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business
Day. Whenever any payment hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended
to the next succeeding Business Day (and such extension of time shall be reflected in computing interest or fees, as the case may
be), unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment
thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of Law or otherwise,
interest thereon shall be payable for such extended time.


 


(b)          Presumption
by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the applicable Lenders or any L/C Issuer hereunder that the Borrower will not make such payment,
the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith, and may, in reliance
upon such assumption, distribute to the applicable Lenders or the applicable L/C Issuers, 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 applicable Lenders or the applicable L/C Issuers,
as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender or L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount
is distributed to but excluding the date of payment to the Administrative Agent at the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the
Administrative Agent to any Lender with respect to any amount owing under this clause (b) shall be conclusive, absent manifest
error.


 


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


 


(d)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans and to purchase Participation Interests in the
Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make a Loan required to be made
by it as part of any Borrowing hereunder or to fund a Participation Interest shall not relieve any other Lender of its obligation,
if any, hereunder to make any Loan on the date of such Borrowing or fund any such Participation Interest, but no Lender shall be
responsible for the failure of any other Lender to make the Loan to be made by such other Lender on such date of Borrowing or fund
its Participation Interest.


 


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


 




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(f)          Computations.
All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis
of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of Commitment Fees and other computations
of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest,
as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which
Loan is made (or converted or continued), and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid; provided that any Loan that is repaid on the same day on which it is made (or continued or converted)
shall, subject to clause (a) above, bear interest for one day. Each determination by the Administrative Agent of an interest
rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


Section 2.15         Increase
in Commitments.


 


(a)          Increase
in Commitments. The Borrower may by written notice to the Administrative Agent elect to add one or more incremental term
loan facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to
as “Incremental Term Loan Commitments” and loans pursuant thereto “Incremental Term Loans”)
and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Increase”;
the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto
“Incremental Revolving Loans”; the Incremental Term Facilities and the Incremental Revolving Increases are collectively
referred to as “Incremental Facilities”); provided that the total aggregate amount for all such
Incremental Facilities (assuming, in the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not
(as of any date of incurrence thereof) exceed (x) $60,000,000 (plus, to the extent utilized to effect an Incremental Revolving
Increase, $20,000,000), plus (y) an amount equal to the sum of all voluntary prepayments of Term Loans made pursuant to Section
2.09(a), plus (z) an additional unlimited amount so long as, after giving effect to the incurrence of such Incremental Facility
(excluding the cash proceeds of any Incremental Term Loans for purposes of netting and, in the case of any Incremental Revolving
Increase, assuming the full amount thereof is fully drawn), the Secured Leverage Ratio, determined on a Pro Forma Basis as of the
last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to
Section 6.01 (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Incremental
Facility (and Revolving Loans in an amount equal to the full amount of any such Incremental Revolving Increase) had been outstanding
on the last day of such four-quarter period, shall not exceed 2.50 to 1.00, with the Borrower electing whether such Incremental
Facility have been incurred (in whole or in part) under clauses (x) (including the parenthetical thereunder), (y) and/or (z) in
its sole discretion. Each Class of Incremental Facility incurred under this Section 2.15 shall be in an aggregate principal
amount that is not less than $10,000,000 (or, if incurred pursuant to the parenthetical to clause (x) in the immediately preceding
sentence, $5,000,000). Each such notice shall specify (x) the date (each, an “Increase Effective Date”) on which
the Borrower proposes that the Incremental Facility shall be effective, which shall be a date not less than five (5) Business Days
after the date on which such notice is delivered to the Administrative Agent and (y) the identity of each Eligible Assignee to
whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided
that any existing Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion,
to provide such portion of the Incremental Facility.


 


(b)          Conditions.
The Incremental Facilities shall become effective, as of such Increase Effective Date; provided that:


 


(i)          each
of the conditions set forth in Section 4.02(a) shall be satisfied;


 


(ii)         no
Event of Default shall have occurred and be continuing or would result from the Borrowings to be made on the Increase Effective
Date; provided that, if such Incremental Facility is being incurred to fund a Limited Condition Transaction, such Event
of Default condition shall be tested on the date of execution of the acquisition or purchase agreement governing such Limited Condition
Transaction;


 




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(iii)        after
giving effect to the extension of any Commitments and the making of any Loans pursuant to the Incremental Facilities and the use
of proceeds thereof, the Borrower shall be in compliance with the covenant set forth in Section 7.10 as of the last day
of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section
6.01 on a Pro Forma Basis in accordance with Section 1.03(c); and


 


(iv)        the
Borrower shall deliver or cause to be delivered a certificate of a Responsible Officer certifying as to compliance with the foregoing
conditions.


 


(c)          Terms
of Incremental Facilities. The terms and provisions of the Incremental Facilities shall be as follows:


 


(i)          the
Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity
of the existing Term Loans and the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date;


 


(ii)         in
the case of an Incremental Revolving Increase, the maturity date of such Incremental Revolving Increase shall be no earlier than
the Revolving Maturity Date, such Incremental Revolving Increase shall require no scheduled amortization or mandatory commitment
reduction (except as provided herein for all Revolving Commitments) and the Incremental Revolving Increase shall be on the exact
same terms (other than upfront fees and pricing, as set forth in the Increase Joinder) and pursuant to the exact same documentation
applicable to the existing Revolving Commitments (and Revolving Loans);


 


(iii)        the
Applicable Margins for the Incremental Loans shall be determined by the Borrower and the Lenders of the Incremental Loans; provided
that, in the event that the Applicable Margins (or similar measure of interest margin) for any Incremental Term Loans is more than
0.50% per annum greater than the Applicable Margins for the Term Loans or for any Incremental Revolving Loans is more than
0.50% per annum greater than the Applicable Margins for the Revolving Loans, then the Applicable Margins for the Term Loans
or Revolving Loans, as applicable, shall be increased to the extent necessary so that the Applicable Margins (or similar measure
of interest margin) for the Incremental Term Loans are equal to the Applicable Margins for the Term Loans, plus 0.50% per annum
and the Applicable Margins (or similar measure of interest margin) for the Incremental Revolving Loans are equal to the Applicable
Margins for the Revolving Loans, plus 0.50% per annum, as applicable; provided, further, that in determining
the Applicable Margins applicable to the Term Loans or Revolving Loans, as applicable, and the Incremental Term Loans and Incremental
Revolving Loans, as applicable, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to
constitute like amounts of OID) payable by the Borrower to the Lenders of the Term Loans or Revolving Loans, as applicable, or
the Incremental Term Loans or Incremental Revolving Loans, as applicable, at the closing thereof or in the primary syndication
thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) if, to the extent
an interest rate floor is then in effect, the applicable Incremental Loans include an interest rate floor greater than the applicable
interest rate floor under the Term Loans or Revolving Loans, as applicable, such differential between interest rate floors shall
be equated to the Applicable Margin for purposes of determining whether an increase to the Applicable Margin under the Term Loans
or Revolving Loans, as applicable, shall be required and (z) arrangement, structuring, documentation, commitment, underwriting
or similar fees payable to the arranger (or its Affiliates) in such capacity in connection with the Term Loans or Revolving Loans,
as applicable, or to one or more arrangers (or their Affiliates) in such capacity of the Incremental Loans shall be excluded; and


 




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(iv)        any
Incremental Term Loans, for purposes of prepayments, shall be treated in any event no more favorably than the Term Loans and shall
otherwise be on terms and pursuant to documentation as set forth in the Increase Joinder; provided that, to the extent such
terms and documentation are not consistent with the existing Term Loans (except to the extent permitted by clause (i) or
(ii) above), they shall be reasonably satisfactory to the Administrative Agent; provided further, that any
Incremental Term Loans may provide for the ability of the holders thereof to decline to participate in any voluntary prepayments
of the Incremental Term Loans and to receive on a pro rata or less than pro rata basis any mandatory prepayments of the Incremental
Term Loans. No Incremental Revolving Loan shall mature prior to the Revolving Termination Date.


 


The Incremental Term Loan Commitments and
the Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed
by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment or Incremental Revolving
Commitment, as applicable, in form attached hereto or otherwise in form and substance satisfactory to each of them. The Increase
Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as
may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.15.
In addition, unless otherwise specifically provided herein or in the Increase Joinder, all references in Loan Documents to Term
Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and unless otherwise
specifically provided herein, all references in Loan Documents to Revolving Loans shall be deemed, unless the context otherwise
requires, to include references to Incremental Revolving Loans and Incremental Revolving Commitments, respectively.


 


(d)          Incremental
Revolving Increases. On any Increase Effective Date on which an Incremental Revolving Increase is effective, the participations
held by the Revolving Lenders in the L/C Obligations and Swing Line Loans immediately prior to such increase will be reallocated
so as to be held by the Revolving Lenders ratably in accordance with their respective Applicable Percentages after giving effect
to such Incremental Revolving Increase. If, on the date of an Incremental Revolving Increase, there are any Revolving Loans outstanding,
the Borrower shall prepay such Revolving Loans in accordance with this Agreement on the date of effectiveness of such Incremental
Revolving Increase (but the Borrower may finance such prepayment with a concurrent borrowing of Revolving Loans from the Revolving
Lenders in accordance with their Applicable Percentages after giving effect to such Incremental Revolving Increase).


 


(e)          Making
of New Term Loans. On any Increase Effective Date on which an Incremental Term Facility is effective, subject to the satisfaction
of the foregoing terms and conditions, each Lender holding Incremental Term Commitments shall make an Incremental Term Loan to
the Borrower in an amount equal to its Incremental Term Commitment.


 


(f)          Equal
and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments
under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting
the foregoing, benefit equally and ratably from the Guaranty Agreement and security interests created by the Collateral Documents.
The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien
and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect
to the establishment of any such Class of Loans or any such new Commitments.


 




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Section 2.16         Cash
Collateral.


 


(a)          Obligation
to Cash Collateralize. Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the applicable
L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Disbursement
or (ii) if, as of the date that is ten (10) Business Days prior to the Revolver Termination Date, any L/C Obligation for any reason
remains outstanding or there are any L/C Borrowings outstanding or there are any outstanding Letters of Credit, or as otherwise
required pursuant to Section 2.05, Section 2.09(c), Section 2.17 or Section 8.02, the Borrower shall,
in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount not less than the
Minimum Collateral Amount. At any time that there shall exist a Defaulting Lender, immediately upon the written request of the
Administrative Agent or any applicable L/C Issuer or Swing Line Bank (in each case, with a copy to the Administrative Agent), the
Borrower shall Cash Collateralize all Fronting Exposure of such L/C Issuer or Swing Line Bank, as applicable, with respect to such
Defaulting Lender (determined after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by such Defaulting
Lender) in an amount not less than the Minimum Collateral Amount with respect thereto.


 


(b)          Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be
maintained in blocked, non-interest bearing deposit accounts at the Collateral Agent. The Borrower, and to the extent provided
by any Lender, such Lender, hereby grants to (and subjects to the control of) the Collateral Agent, for the benefit of the Collateral
Agent, the applicable L/C Issuers and the applicable Lenders (including the applicable Swing Line Lenders), and agrees to maintain,
a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided
as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral
may be applied pursuant to Section 2.16(c). If at any time the Collateral Agent determines that Cash Collateral is subject
to any right or claim of any Person other than the Collateral Agent as herein provided, or that the total amount of such Cash Collateral
is less than the Minimum Collateral Amount, or, if applicable, the applicable Fronting Exposure and other obligations secured thereby,
the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Collateral Agent, pay or provide to the Collateral
Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.


 


(c)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16
or Sections 2.05, 2.09(c), 2.17, 8.02 or otherwise in respect of Letters of Credit or Swing Line Loans
shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations
therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations
for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance
with Section 10.06(b))) or (ii) the determination by the Collateral Agent that there exists excess Cash Collateral; provided,
however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance
of a Default or Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in
accordance with Section 8.03) and (y) the Person providing Cash Collateral and the applicable L/C Issuer or Swing Line Lender,
as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure
or other obligations.


 




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Section 2.17         Defaulting
Lenders.


 


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


 


(i)          Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 10.01.


 


(ii)         Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise or received
by the Administrative Agent from such Defaulting Lender pursuant to Section 10.08) shall be applied at such time or times
as may be determined by the Administrative Agent as follows:


 


FIRST, to the payment of any
amounts owing by such Defaulting Lender to the Administrative Agent hereunder;


 


SECOND, to the payment on a pro
rata basis of any amounts owing by such Defaulting Lender to each applicable L/C Issuer or Swing Line Lender hereunder;


 


THIRD, to Cash Collateralize
the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16;


 


FOURTH, as the Borrower may request
(so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent;


 


FIFTH, if so determined by the
Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting
Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C
Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued
under this Agreement, in accordance with Section 2.16;


 


SIXTH, to the payment of any
amounts owing to the Lenders, each applicable L/C Issuer or applicable Swing Line Lender as a result of any judgment of a court
of competent jurisdiction obtained by any Lender, any applicable L/C Issuer or applicable Swing Line Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;


 


SEVENTH, so long as no Default
or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; and


 


EIGHTH, to such Defaulting Lender
or as otherwise directed by a court of competent jurisdiction;


 




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provided that if (x) such
payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not
fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Lender.
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)        Certain
Fees. (x) No Defaulting Lender shall be entitled to receive any Commitment Fee payable pursuant to Section 2.11(a)
for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that
otherwise would have been required to have been paid to such Defaulting Lender) and (y) each Defaulting Lender shall be limited
in its right to receive Letter of Credit Fees as provided in Section 2.11(b).


 


(iv)        Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Line Loans shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Commitment
Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions
set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise
notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions
are satisfied at such time), and (y) such reallocation does not cause the sum of, without duplication, the aggregate Outstanding
Amount of the Revolving Loans of any non-Defaulting Lender, plus such Lender’s Revolving Commitment Percentage of
the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Revolving Commitment Percentage of
the Outstanding Amount of all Swing Line Loans at such time to exceed such Lender’s Revolving Commitment. No reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such
Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s
increased exposure following such reallocation.


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, each Swing Line Lender and each L/C Issuer agree in writing that
a Defaulting Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as
of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements
with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and
funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance
with their Applicable Percentages (without giving effect to Section 2.17), whereupon such Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf
of the Borrower while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.


 




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(c)          New
Swing Line Loans and Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (i) no Swing Line
Lender shall be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving
effect to such Swing Line Loan and (ii) no L/C Issuer shall be required to issue, extend or amend any Letter of Credit unless
it is satisfied that it will have no Fronting Exposure after giving effect thereto.


 


Section 2.18         Refinancing
Amendments.


 


(a)          At
any time after the Closing Date, the Borrower may obtain, from any Lender or any Eligible Assignee, Credit Agreement Refinancing
Indebtedness in respect of (a) all or any portion of the Term Loans and Incremental Term Loans then outstanding under this Agreement
(which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any
portion of the Revolving Loans (or unused Revolving Commitments) and Incremental Revolving Loans (or unused Incremental Revolving
Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding
Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other
Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided
that such Credit Agreement Refinancing Indebtedness will rank pari passu or junior in right of payment and of security (including
unsecured) with the other Loans and Commitments hereunder. The effectiveness of any Refinancing Amendment shall be subject to the
satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested
by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates
and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes
to such legal opinions resulting from a change in law, change in fact and such other changes as are reasonably satisfactory to
the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18 shall
be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $25,000,000 in
the case of Other Revolving Loans and (y) an integral multiple of $10,000,000 in excess thereof. Any Refinancing Amendment may,
with the consent of the applicable L/C Issuers and Swing Line Lender, provide for the issuance of Letters of Credit for the account
of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Commitments established
thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under
the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing
Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall
be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing
Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as
Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment
may, without the consent of any other Lenders, 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 effect the provisions of this
Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations
in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders holding Revolving Commitments
to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided,
however, that such Participation Interests shall, upon receipt thereof by the relevant Lenders holding Other Revolving Commitments,
be deemed to be Participation Interests in respect of such Other Revolving Commitments and the terms of such Participation Interests
(including, without limitation, the commission applicable thereto) shall be adjusted accordingly.


 


(b)          This
Section 2.18 shall supersede any provisions in Section 2.12 or Section 10.01 to the contrary.


 




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Section 2.19         Discounted
Prepayments. Notwithstanding anything in any Loan Document to the contrary, the Borrower or any of its Subsidiaries may prepay
the outstanding Term Loans on the following basis:


 


(a)          The
Borrower or any of its Subsidiaries shall have the right to make a voluntary prepayment of any Term Loans at a discount to par
(such prepayment, a “Discounted Term Loan Prepayment”) pursuant to an Offer of Specified Discount Prepayment,
Solicitation of Discount Range Prepayment Offers or Solicitation of Discounted Prepayment Offers, in each case made in accordance
with this Section 2.19; provided that (i) the Borrower shall not make any Borrowing of Revolving Loans to fund any
Discounted Term Loan Prepayment, (ii) any Term Loans purchased are immediately cancelled and (iii) the Borrower or any Subsidiary,
as applicable, does not have any material non-public information (“MNPI”) with respect to the Borrower or any
of its Subsidiaries that (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect
to the Borrower or any of its Subsidiaries) prior to such time and (b) could reasonably be expected to have a material effect upon,
or otherwise be material to a Lender’s decision to participate in any Discounted Term Loan Prepayment.


 


(b)          (i) Subject
to the proviso to clause (a) above, the Borrower or any of its Subsidiaries may from time to time offer to make an Offer
of Specified Discount Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified
Discount Prepayment Notice; provided that (w) any such offer shall be made available, at the sole discretion of the Borrower
or its Subsidiary, to each Term Lender with respect to any Class of Term Loans on an individual Class basis, (x) any such offer
shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”)
with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount
to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified
Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such
an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (y) the Specified Discount
Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $100,000 in excess thereof and
(z) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly
provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount
Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00
P.M., New York time, on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the “Specified
Discount Prepayment Response Date”).


 


(ii)         Each
relevant Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment
Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified
Discount and, if so (such accepting Term Lender, a “Discount Prepayment Accepting Lender”), the amount and the
Class or Classes of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term
Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment
Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined
to accept the applicable Offer of Specified Discount Prepayment.


 




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(iii)        If
there is at least one Discount Prepayment Accepting Lender, the Borrower or its Subsidiary, as applicable, will make prepayment
of outstanding Term Loans pursuant to this clause (b) to each Discount Prepayment Accepting Lender in accordance with
the respective outstanding amount and Class of Term Loans specified in such Lender’s Specified Discount Prepayment Response
given pursuant to clause (ii); provided that, if the aggregate principal amount of Term Loans accepted for prepayment
by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro
rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid
by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower or its Subsidiary, as
applicable, and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration
(the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business
Days following the Specified Discount Prepayment Response Date, notify (x) the Borrower or its Subsidiary, as applicable, of the
respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount
of the Discounted Term Loan Prepayment and the Classes to be prepaid, (y) each Term Lender of the Discounted Prepayment Effective
Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and
(z) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount
and Class of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction
Agent of the amounts stated in the foregoing notices to the Borrower or its Subsidiary, as applicable, and Term Lenders shall be
conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower or its
Subsidiary shall be due and payable by the Borrower or its Subsidiary, as applicable, on the Discounted Prepayment Effective Date
in accordance with clause (f) below (subject to clause (j) below).


 


(c)          (i) Subject
to the proviso to clause (a) above, the Borrower or any of its Subsidiaries may from time to time solicit Discount Range
Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of a Discount Range Prepayment
Notice; provided that (w) any such solicitation shall be extended, at the sole discretion of the Borrower or its Subsidiary,
as applicable, to each Term Lender with respect to any Class of Term Loans on an individual Class basis, (x) any such notice shall
specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”),
the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount
Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid
by the Borrower or its Subsidiary (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts
may be offered with respect to different Classes of Term Loans and, in such an event, each such offer will be treated as a separate
offer pursuant to the terms of this Section), (y) the Discount Range Prepayment Amount shall be in an aggregate amount not less
than $1,000,000 and whole increments of $100,000 in excess thereof and (z) each such solicitation by the Borrower or its Subsidiaries
shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each relevant
Term Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted
by a responding relevant Term Lender to the Auction Agent (or its delegate) by no later than 5:00 P.M., New York time, on the third
Business Day after the date of delivery of such notice to the relevant Term Lenders (the “Discount Range Prepayment Response
Date”). Each relevant Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount
to par within the Discount Range (the “Submitted Discount”) at which such Term Lender is willing to allow prepayment
of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount
and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid
at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount
Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term
Loans at any discount to their par value within the Discount Range.


 




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(ii)         Auction
Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response
Date and shall determine (in consultation with the Borrower or its Subsidiary, as applicable, and subject to rounding requirements
of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable
Discount in accordance with this clause (c). The Borrower or its Subsidiary, as applicable, agrees to accept on the Discount
Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment
Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the
smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range
(such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable
Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (x)
the Discount Range Prepayment Amount and (y) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range
Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed
to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant
to the following clause (iii)) at the Applicable Discount (each such Lender, a “Participating Lender”).


 


(iii)        If
there is at least one Participating Lender, the Borrower or its Subsidiary, as applicable, will prepay the respective outstanding
Term Loans of each Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount
Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered
at a discount to par greater than the Applicable Discount exceeds the Discounted Range Prepayment Amount, prepayment of the principal
amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or
equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified
Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent
(in consultation with the Borrower or its Subsidiary, as applicable, and subject to rounding requirements of the Auction Agent
made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The
Auction Agent shall promptly, and in any case within five (5) Business Days following the Discounted Range Prepayment Response
Date, notify (w) the Borrower or its Subsidiary, as applicable, of the respective Term Lenders’ responses to such solicitation,
the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discount Term Loan
Prepayment and the Classes to be prepaid, (x) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount,
and the aggregate principal amount and Classes of Term Loans to be prepaid at the Applicable Discount on such date, (y) each Participating
Lender of the aggregate principal amount and Classes of such Lender to be prepaid at the Applicable Discount on such date and (z)
if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of
the amounts stated in the foregoing notices to the Borrower or its Subsidiary, as applicable, and Lenders shall be conclusive and
binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower or its Subsidiary,
as applicable, shall be due and payable by the Borrower or its Subsidiary, as applicable, on the Discounted Prepayment Effective
Date in accordance with clause (f) below (subject to clause (j) below).


 




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(d)          (i) Subject
to the proviso to clause (a) above, the Borrower or any of its Subsidiaries may from time to time solicit Solicited Discounted
Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of a Solicited Discounted
Prepayment Notice; provided that (w) any such solicitation shall be extended, at the sole discretion of the Borrower or
its Subsidiary, as applicable, to each Term Lender with respect to any Class of Term Loans on an individual Class basis, (x) any
such notice shall specify the maximum aggregate principal amount of the Term Loans (the “Solicited Discounted Prepayment
Amount”) and the Class or Classes of Term Loans of the Borrower or its Subsidiary, as applicable, is willing to prepay
at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different
Classes of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this
Section), (y) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments
of $500,000 in excess thereof and (z) each such solicitation by the Borrower or its Subsidiary, as applicable, shall remain outstanding
through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with
a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by
a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 P.M., New York time on the third Business
Day after the date of delivery of such notice to the relevant Term Lenders (the “Solicited Discounted Prepayment Response
Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding
until the Acceptance Date and (z) specify both a discount to par (the “Offered Discount”) at which such Term
Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and Classes
of such Term Loans (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any
Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment
Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.


 


(ii)         The
Auction Agent shall promptly provide the Borrower or its Subsidiary, as applicable, with a copy of all Solicited Discounted Prepayment
Offers received on or before the Solicited Discounted Prepayment Response Date. The Borrower or its Subsidiary, as applicable,
shall review all such Solicited Discounted Prepayment Offers and select the largest of the Offered Discounts specified by the relevant
responding Term Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Borrower or its Subsidiary, as
applicable, (the “Acceptable Discount”), if any. If the Borrower or its Subsidiary, as applicable elects to
accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount,
but in no event later than by the third Business Day after the date of receipt by the Borrower or its Subsidiary, as applicable,
from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause
(ii) (the “Acceptance Date”), the Borrower or its Subsidiary, as applicable, shall submit an Acceptance
and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an
Acceptance and Prepayment Notice from the Borrower or its Subsidiary, as applicable, by the Acceptance Date, the Borrower or its
Subsidiary, as applicable, shall be deemed to have rejected all Solicited Discounted Prepayment Offers.


 




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(iii)        Based
upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted
Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted
Prepayment Determination Date”), the Auction Agent will determine (in consultation with the Borrower or its Subsidiary,
as applicable, and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate
principal amount and the Classes of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the Borrower
or its Subsidiary, as applicable, at the Acceptable Discount in accordance with this Section 2.19(d). If the Borrower or
its Subsidiary, as applicable, elects to accept any Acceptable Discount, then the Borrower or its Subsidiary, as applicable, agrees
to accept all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response
Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each
Term Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to
the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject
to any required pro rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying
Lender”). The Borrower or its Subsidiary, as applicable, will prepay outstanding Term Loans pursuant to this clause
(d) to each Qualifying Lender in the aggregate principal amount and of the Classes specified in such Lender’s Solicited
Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying
Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment
Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than
or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified
Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (in consultation
with the Borrower or its Subsidiary, as applicable, and subject to rounding requirements of the Auction Agent made in its sole
reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the
Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (w) the Borrower or its Subsidiary, as applicable,
of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and
the Classes to be prepaid, (x) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable
Prepayment Amount of all Term Loans and the Classes to be prepaid to be prepaid at the Applicable Discount on such date, (y) each
Qualifying Lender of the aggregate principal amount and the Classes of such Lender to be prepaid at the Acceptable Discount on
such date and (z) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the
Auction Agent of the amounts stated in the foregoing notices to the Borrower or its Subsidiary, as applicable, and Lenders shall
be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower or
its Subsidiary, as applicable, shall be due and payable by the Borrower or its Subsidiary, as applicable, on the Discounted Prepayment
Effective Date in accordance with clause (f) below (subject to clause (j) below).


 


(e)          In
connection with any Discounted Term Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Auction Agent
may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses agreed to in writing
by the Borrower in connection therewith.


 


(f)          If
any Term Loan is prepaid in accordance with clauses (b) through (d) above, the Borrower or its Subsidiary, as applicable,
shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower or its Subsidiary, as applicable shall make
such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders,
or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than
11:00 A.M. (New York time) on the Discounted Prepayment Effective Date. The Term Loans so prepaid shall be accompanied by all accrued
and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date.
Each prepayment of the outstanding Term Loans pursuant to this Section 2.19 shall be paid to the Discount Prepayment Accepting
Lenders, Participating Lenders, Identified Participating Lenders, Qualifying Lenders or Identified Qualifying Lenders, as applicable.
The aggregate principal amount of the Classes and installments of the relevant Term Loans outstanding shall be deemed reduced by
the full par value of the aggregate principal amount of the Classes of Term Loans prepaid on the Discounted Prepayment Effective
Date in any Discounted Term Loan Prepayment.


 




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(g)          To
the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures
consistent with the provisions in this Section 2.19, established by the Auction Agent acting in its reasonable discretion
and as reasonably agreed by the Borrower or its Subsidiary, as applicable.


 


(h)          Notwithstanding
anything in any Loan Document to the contrary, for purposes of this Section 2.19, each notice or other communication required
to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s
(or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any
notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening
of business on the next Business Day.


 


(i)          Each
of the Borrower and the Term Lenders acknowledges and agrees that the Auction Agent may perform any and all of its duties under
this Section 2.19 by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation
of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory
provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection
with any Discounted Term Loan Prepayment provided for in this Section 2.19 as well as activities of the Auction Agent.


 


(j)          The
Borrower or its Subsidiary, as applicable, shall have the right, by written notice to the Auction Agent, to revoke in full (but
not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice,
Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor (A) at its discretion at any time on or prior
to the applicable Specified Discount Prepayment Response Date, Discount Range Prepayment Response Date or Solicited Discount Prepayment
Response Date, as applicable or (B) if, as of such time, any condition set forth in Section 2.19(a) ceases to be met prior
to the making of such Discounted Term Loan Prepayment and, in each case, such offer is revoked pursuant to the preceding clauses
(A) or (B), any failure by the Borrower or its Subsidiary, as applicable, to make any prepayment to a Term Lender, as
applicable, pursuant to this Section 2.19 shall not constitute a Default or Event of Default under Section 8.01 or
otherwise.


 


ARTICLE III.


 


TAXES, YIELD PROTECTION AND ILLEGALITY


 


Section 3.01         Taxes.


 


(a)          Payments
Free of Taxes. Any and all payments by or on account of any Loan Party under any Loan Document shall be made free and clear
of, and without deduction or withholding for or on account of, any Taxes, unless otherwise required by law. If any applicable withholding
agent shall be required by law (as determined in the good faith discretion of the applicable withholding agent) to withhold any
Taxes from or in respect of any sum payable under any Loan Document to any Lender Party or any Agent, (i) the applicable withholding
agent shall be entitled to make all such deductions, (ii) the applicable withholding agent shall timely pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law, and (iii) to the extent the deduction is on account of
Indemnified Taxes or Other Taxes, the amounts so payable by the applicable Loan Party to the Agent of Lender Party shall be increased
as may be necessary so that, after such withholding agent has made all required deductions of Indemnified Taxes and Other Taxes
(including deductions applicable to additional sums payable under this Section 3.01), such Lender Party or such Agent, as
the case may be, shall have received an amount equal to the sum it would have received had no such deductions been made.


 




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(b)          Payment
of Other Taxes by the Borrower. Without limiting the provisions of clause (a) above, the Borrower shall timely pay
any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(c)          Evidence
of Payments. Within 30 days after the date of any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental
Authority, 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.


 


(d)          Indemnification
by the Borrower. The Borrower shall indemnify each Agent and each Lender Party for and hold them harmless against the full
amount of Indemnified Taxes payable in connection with any payments made by or on account of any Loan Party under any Loan Document
and (without any duplication) Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section 3.01), and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
This indemnification shall be made within 10 days after written demand therefor. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender Party (with a copy to the Administrative Agent), or by an Agent on its own behalf,
shall be conclusive absent manifest error.


 


(e)          Treatment
of Refunds. If the Administrative Agent or any Lender Party determines, in its reasonable discretion, that it has received
a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which
any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal
to such refund (but only to the extent of indemnity payments made, or additional amount paid, by the Loan Party under this Section 3.01
with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses
(including Taxes) of the Administrative Agent or such Lender Party, attributable to such refund and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon
the request of the Administrative Agent or such Lender Party, agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender Party in the
event the Administrative Agent or such Lender Party is required to repay such amount to such Governmental Authority. This paragraph
shall not be construed to require the Administrative Agent or any Lender Party to make available its Tax returns (or any other
information relating to its Taxes that it deems confidential) to any Loan Party or any other Person. Notwithstanding anything to
the contrary in this clause (e), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this clause (e) 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 with respect to such Tax
had never been paid.


 




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(f)          Status
of Lenders.


 


(i)          Each
Lender Party that is entitled to an exemption from or reduction of any applicable 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 law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. Each Lender Party shall, whenever a lapse in time or change in circumstances renders such documentation (including
any specific documents required below in this Section 3.01(f)) obsolete, expired or inaccurate in any material respect,
deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation
reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent
in writing of its inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A), (ii)(B)
and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission
would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position
of such Lender.


 


(ii)         Without
limiting the generality of the foregoing any Lender Party shall, if it is legally eligible to do so, deliver to the Borrower and
the Administrative Agent on or prior to the date on which such Lender Party becomes a party hereto, two duly completed and executed
copies of whichever of the following is applicable:


 


(A)         in
the case of a Lender Party that is a United States person (as such term is defined in Section 7701(a)(30) of the Code), IRS Form
W-9 certifying that such Lender Party is exempt from U.S. federal backup withholding; and


 


(B)         in
the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party, IRS Form W-8BEN
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to such tax treaty;


 


(C)         in
the case of a Non-U.S. Lender claiming an exemption from U.S. federal income Taxes for income that is effectively connected with
a U.S. trade or business, executed originals of IRS Form W-8ECI;


 


(D)         in
the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit F (any such certificate, a “U.S. Tax Compliance Certificate”)
and (y) IRS Form W-8BEN;


 


(E)         to
the extent that a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or participating
Lender), IRS Form W-8IMY of the Non-U.S. Lender, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, U.S. Tax Compliance Certificate,
IRS Form W-9, and/or other certification documents from each beneficial owner that would be required under this Section 3.01(f)
if such beneficial owner were a Lender, as applicable; provided that if the Non-U.S. Lender is a partnership (and not a
participant Lender) and one or more beneficial owners are claiming the portfolio interest exemption, such Non-U.S. Lender may provide
a U.S. Tax Compliance Certificate on behalf of such beneficial owners; or


 


(F)         any
other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Taxes,
together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative
Agent to reasonably determine the withholding or deduction required to be made.


 




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(iii)        If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed under FATCA if the
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 Administrative Agent and the Borrower at the time or times
prescribed by law, and at such other time or times reasonably requested by the Administrative Agent or the Borrower, the 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 Administrative Agent or the Borrower as may be necessary for the Administrative Agent or the Borrower
to comply with its obligations under FATCA and to determine whether the Lender has complied with the Lender obligations under FATCA,
or to determine the amount to deduct and withhold from the payment. Solely for purposes of this clause (iii), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(iv)        Notwithstanding
any other provision of this Section 3.01(f), a Lender Party shall not be required to deliver any form or other documentation
that such Lender Party is not legally eligible to deliver.


 


Section 3.02         Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the
Adjusted Eurodollar Rate, or to determine or charge interest rates based upon the Adjusted Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars
in the London interbank market, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (i) any
obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall
be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest
rate on which is determined by reference to the Adjusted Eurodollar Rate component of the Base Rate, the interest rate on which
Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
reference to the Adjusted Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the
Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar
Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to
avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Eurodollar Rate component of
the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar
Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if
such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Eurodollar Rate,
the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference
to the Adjusted Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is
no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Eurodollar Rate. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any
additional amounts required pursuant to Section 3.05.


 


Section 3.03         Inability
To Determine Rates. If on or prior to the first day of any Interest Period for any Eurodollar Loan:


 




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(i)          the
Administrative Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate for such Interest Period; or


 


(ii)         Lenders
having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Eurodollar Rate as determined
by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for
such Interest Period;


 


the Administrative Agent shall forthwith
give notice thereof to the Borrower and the Lenders, whereupon, until the Administrative Agent notifies the Borrower that the circumstances
giving rise to such suspension no longer exist, (i) the obligations of the Lenders to make Eurodollar Loans, or to continue or
convert outstanding Loans as or into Eurodollar Loans, shall be suspended and (ii) each outstanding Eurodollar Loan shall be converted
into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the
Administrative Agent prior to 12:00 P.M. on the Business Day of the date of any Eurodollar Loan for which a Notice of Borrowing
has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing
in the same aggregate amount as the requested Borrowing and shall bear interest for each day from and including the first day to
but excluding the last day of the Interest Period applicable thereto at the rate applicable to Revolving Base Rate Loans for such
day.


 


Section 3.04         Increased
Costs and Reduced Return; Capital Adequacy.


 


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


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
held by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its Lending Office) (except
any reserve requirement which is reflected in the determination of the Adjusted Eurodollar Rate hereunder) or any L/C Issuer;


 


(ii)         subject
any Lender Party to any Taxes with respect to any Loan Document or any Loan made pursuant to this Agreement (other than Indemnified
Taxes and Other Taxes indemnified under Section 3.01, and Excluded Taxes); or


 


(iii)        impose
on any Lender (or its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense affecting
this Agreement or Eurodollar Loans made by such Lender or Participation Interest therein or any Letter of Credit or Participation
Interest therein;


 


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


 




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


 


(c)          Certificates
for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth in reasonable detail the amount or amounts
necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in clause (a)
or (b) above and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such
Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate promptly (but in any event within
ten (10) Business Days) after receipt thereof.


 


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


 


Section 3.05         Compensation
for Losses. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, setting forth in
reasonable detail the basis for calculating such compensation, the Borrower shall promptly (but in any event within ten days) after
such demand compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result
of (a) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure
by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of such Lender’s Eurodollar
Rate Loans pursuant to Section 3.07(b) on a day other than the last day of the Interest Period therefor, including,
in each case, any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained; provided that, for the avoidance of doubt,
the Borrower shall not be obligated to compensate any Lender under this Section for any loss of anticipated profits in respect
of any of the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section, each Lender
shall be deemed to have funded each Eurodollar Rate Loan made by it at the Adjusted Eurodollar Rate (excluding the impact of the
proviso set forth in the “Adjusted Eurodollar Rate” definition) for such Loan by a matching deposit or other borrowing
in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate
Loan was in fact so funded.


 




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Section 3.06         Base
Rate Loans Substituted for Affected Eurodollar Loans. If (i) the obligation of any Lender to make, or to continue or convert
outstanding Loans as or to, Eurodollar Loans has been suspended pursuant to Section 3.02 or (ii) any Lender or L/C Issuer
has demanded compensation under Section 3.04 with respect to its Eurodollar Loans, and in any such case the Borrower shall,
by at least five (5) Business Days’ prior notice to such Lender through the Administrative Agent, have elected that the provisions
of this Section 3.06 shall apply to such Lender, then, unless and until such Lender notifies the Borrower that the circumstances
giving rise to such suspension or demand for compensation no longer exist, all Loans which would otherwise be made by such Lender
as (or continued as or converted to) Eurodollar Loans shall instead be Base Rate Loans (on which interest and principal shall be
payable contemporaneously with the related Eurodollar Loans of the other Lenders). If such Lender notifies the Borrower that the
circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of each such Base
Rate Loan shall be converted into a Eurodollar Loan on the first day of the next succeeding Interest Period applicable to the related
Eurodollar Loans of the other Lenders.


 


Section 3.07         Mitigation
Obligations; Replacement of Lenders.


 


(a)          Designation
of a Different Lending Office. If at any time (i) any Lender requires the Borrower to pay additional amounts to any
Lender or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, (ii) any
Lender requests compensation under Section 3.04 or (iii) any Lender gives a notice pursuant to Section 3.02,
then such Lender or L/C Issuer shall, as applicable, at the request of the Borrower, use reasonable efforts to designate a different
Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender or L/C Issuer, such designation or assignment (A) would eliminate
or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future,
or eliminate the need for the notice pursuant to Section 3.02, and (B) in each case, would not subject such Lender
or L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender
or L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or
L/C Issuer in connection with any such designation or assignment.


 


(b)          Replacement
of Lenders or L/C Issuers. If at any time (i) the Borrower is required to pay additional amounts to any Lender, L/C
Issuer or any Governmental Authority for the account of any Lender or L/C Issuer pursuant to Section 3.01, (ii) any
Lender or L/C Issuer requests compensation under Section 3.04, (iii) any Lender or L/C Issuer gives a notice pursuant
to Section 3.02, (iv) any Lender or L/C Issuer is a Defaulting Lender or (v) any Lender or L/C Issuer is a Non-Consenting
Lender, then the Borrower may, at its sole expense and effort, upon notice to the Administrative Agent and such Lender or L/C Issuer,
replace such Lender or L/C Issuer by causing such Lender or L/C Issuer (and such Lender or L/C Issuer shall be obligated) to assign
pursuant to Section 10.06(b) (with the processing and recording fee under Section 10.06(b)(iii) to be paid
by the Borrower in such instance) all of its rights and obligations under this Agreement and the other Loan Documents to one or
more Eligible Assignees; provided that:


 


(A)         (i)
neither the Administrative Agent nor any Lender shall have any obligation to find a replacement assignee and (ii) the Borrower
shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless waived by the Administrative
Agent);


 


(B)         such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in outstanding
L/C Borrowings and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder
and under the other Loan Documents (including any amounts under Section 3.05 and, solely to the extent in connection
with a Repricing Transaction, Section 2.09(g)) from the applicable assignee (to the extent of such outstanding principal,
funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts);


 




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(C)         in
the case of any such assignment resulting from payments required to be made pursuant to Section 3.01 or a claim for
compensation under Section 3.02 or Section 3.04, such assignment will result in a reduction in such payments
or compensation thereafter or, in the case of any such assignment resulting from a notice pursuant to Section 3.02,
such assignment will eliminate the need for such notice;


 


(D)         such
assignment does not conflict with applicable Law;


 


(E)         [reserved];
and


 


(F)         in
the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall be deemed
to have consented to the applicable amendment, waiver or consent.


 


In connection with any
such assignment contemplated by this Section, if any such Lender does not execute and deliver to the Administrative Agent a duly
executed Assignment and Assumption pursuant to Section 10.06(b) reflecting such assignment within two Business Days
of the date on which the applicable assignee executes and delivers such Assignment and Assumption to such Lender, then such Lender
shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of such Lender, whereupon
such assignment shall become effective upon payment to such Lender of all amounts owing to such Lender under clause (B)
or (C) above (which amounts shall be calculated by the Administrative Agent and shall be conclusive absent manifest error)
and compliance with the other applicable requirements pursuant to Section 10.06(b).


 


Notwithstanding anything
in this Section to the contrary, any Revolving Lender that acts as an L/C Issuer may not be replaced hereunder at any time it has
any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Lender (including the furnishing
of a back-up standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer
or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory
to such L/C Issuer) have been made with respect to such outstanding Letter of Credit.


 


A Lender shall not be
required to make any such assignment if, prior to the date of delivery of an assignment and assumption executed by the applicable
assignee, as a result of an unconditional, permanent waiver by such Lender (including any action taken by such Lender pursuant
to clause (a) above), the circumstances entitling the Borrower to replace such Lender cease to apply.


 


Section 3.08         Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Commitments and repayment
of all other Senior Credit Obligations hereunder.


 


ARTICLE IV.


 


CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


Section 4.01         Conditions
to Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make any Credit Extension hereunder on the
Closing Date is subject to the satisfaction or waiver of the following conditions precedent:


 




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(a)          Executed
Loan Documents. Receipt by the Administrative Agent (or its counsel) of duly executed counterparts from each party thereto
of: (i) this Agreement, (ii) the Notes (to the extent requested), (iii) the Guaranty Agreement (or an affirmation thereof
in form and substance reasonably satisfactory to the Administrative Agent) and (iv) the Security Agreement (or an affirmation thereof
in form and substance reasonably satisfactory to the Administrative Agent).


 


(b)          Organization
Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i)
a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the
Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable;
(ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable
Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary
or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that,
in the case of the Borrower and any Domestic Guarantor, the Organization Documents of such Loan Party have not been amended since
the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of
organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is
a true and complete copy of the Organization Documents as in effect on the Closing Date and at all times since the date of the
resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such
date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent
governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to
be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded
or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of
the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document;
and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or
other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.


 


(c)          Officer’s
Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible
Officer of the Borrower on behalf of each Loan Party, confirming compliance with the conditions precedent set forth in Sections
4.01(f), (g), (m) and (o).


 


(d)          Opinion
of Counsel. On the Closing Date, the Administrative Agent shall have received a written opinion of (i) Goodwin Procter
LLP, counsel to the Loan Parties and (ii) to the extent any Loan Party is not organized under the laws of the State of New York,
the Commonwealth of Massachusetts or the State of Delaware, counsel to such Loan Party, in each case addressed to the Administrative
Agent, Collateral Agent and each Lender, dated the Closing Date, in a form reasonably satisfactory to the Administrative Agent.


 


(e)          Indebtedness.
After giving effect to the Transactions and the other transactions contemplated hereby, none of the Borrower or any of its Restricted
Subsidiaries shall have outstanding any Indebtedness for borrowed money other than (i) the Loans and Credit Extensions hereunder,
(ii) the Borrower’s Convertible Senior Notes, (iii) the Indebtedness owed to the Borrower or any Guarantor and (iv) the Indebtedness
set forth on Schedule 7.01.


 


(f)          Consummation
of the Refinancing. The outstanding interest, principal, fees and other amounts owing to the Existing Lenders under the
Existing Credit Agreement (other than standby Letters of Credit issued and outstanding immediately prior to the Closing Date under
the Existing Credit Agreement) shall have been paid in their entirety.


 




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(g)          Consummation
of the Acquisition. The Acquisition shall have been consummated substantially simultaneously with the funding of the Term
Loans hereunder on the date of the consummation of the Acquisition, in accordance with the terms and conditions of the Acquisition
Agreement.


 


(h)          Perfection
of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent
shall have received:


 


(i)          a
Perfection Certificate executed by each Loan Party;


 


(ii)         appropriate
financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated
and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement
or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended
to be created by the Collateral Documents;


 


(iii)        copies
of UCC, United States Patent and Trademark Office and United States Copyright Office, Tax and judgment lien searches or equivalent
reports or searches within the United States, each of a recent date listing all effective financing statements, lien notices or
comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which the
Borrower or any Domestic Guarantor is organized or maintains its principal place of business and such other searches within the
United States that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none
of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens);


 


(iv)        all
of the Pledged Securities, which Pledged Securities shall be in suitable form for transfer by delivery, or shall be accompanied
by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each
case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and


 


(v)         all
other filings and recordings of or with respect to the Collateral Documents and of all other actions in each case to the extent
required by such Collateral Documents on or prior to the Closing Date.


 


(i)          Solvency
Certificate. On or prior to the Closing Date, the Borrower shall have delivered or caused to be delivered to the Administrative
Agent a solvency certificate from a Financial Officer of the Borrower, substantially in the form of Exhibit K hereto,
setting forth the conclusions that, after giving effect to the consummation of the Transactions contemplated herein, the Borrower
and its Subsidiaries (on a consolidated basis) are Solvent.


 


(j)          [Reserved].


 


(k)          Financial
Statements. The Lead Arranger shall have received the financial statements described in Section 5.05(a).


 




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(l)          Payment
of Fees. All costs, fees and expenses due and payable to the Administrative Agent, the Collateral Agent and the Lenders
in accordance with this Agreement and the Fee Letter on or before the Closing Date shall have been paid, or will be paid, to the
extent invoiced in reasonable detail at least three Business Days prior to the Closing Date (which amounts may be offset against,
to the extent permitted hereunder, using the proceeds of the Term Loans or the Revolving Loans).


 


(m)          Representations
and Warranties. On the Closing Date, the representations and warranties of the Borrower and the other Loan Parties (after
giving effect to the Transactions contemplated herein) contained in Article V of this Agreement shall be (i) in the case
of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language,
true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material
respects.


 


(n)          Patriot
Act. At least three Business Days prior to the Closing Date, each Loan Party shall have provided the documentation and
other information concerning such Loan Party to the Administrative Agent and the Lead Arranger as has been reasonably requested
in writing at least 10 days prior to the Closing Date by the Administrative Agent (as requested by any Lender to the Administrative
Agent) that the Lenders reasonably determine is required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.


 


(o)          No
Default. No Default or Event of Default shall exist or would result from any proposed Credit Extensions on the Closing
Date or from the application of the proceeds thereof.


 


The documents referred
to in this Section 4.01 shall be delivered to the Administrative Agent no later than the Closing Date. The certificates
and opinions referred to in this Section 4.01 shall be dated the Closing Date.


 


Without limiting the
generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to
be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.


 


Promptly after the Closing
Date occurs, the Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive
and binding on all parties hereto.


 


Section 4.02         Conditions
to All Credit Extensions. The obligation of any Lender to make a Loan on the occasion of any Borrowing, and the obligation
of any L/C Issuer to issue (or renew or extend the term of) any Letter of Credit, is subject to the satisfaction or waiver of the
following conditions; provided, that, such conditions shall be subject to customary limited condition or funds certain conditionality
in the case of Loans entered into in connection with any Limited Conditionality Transaction:


 


(a)          Notice.
The Borrower shall have delivered (i) in the case of any Revolving Loan, to the Administrative Agent, an appropriate Notice of
Borrowing, duly executed and completed, by the time specified in, and otherwise as permitted by, Section 2.02, (ii) in the
case of any Letter of Credit, to the applicable L/C Issuer, an appropriate Letter of Credit Request duly executed and completed
in accordance with the provisions of Section 2.05 and (iii) in the case of any Swing Line Loan, to the Swing Line Lender,
a Swing Line Loan Request, duly executed and completed, by the time specified in Section 2.02(b).


 




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(b)          Representations
and Warranties. The representations and warranties of the Borrower and the other Loan Parties contained in Article V
of this Agreement and in any other Loan Document, or which are contained in any Compliance Certificate furnished at any time under
or in connection herewith, shall be (i) in the case of representations and warranties qualified by “materiality,” “Material
Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and
warranties, true and correct in all material respects, in each case, on and as of the date of such Credit Extension, except to
the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and
correct on the basis set forth above as of such earlier date. The representations and warranties contained in Section 5.05(b)
shall be deemed to refer to the most recent statements furnished after the Closing Date pursuant to Sections 6.01(a) and
(b).


 


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


 


The delivery of each
Notice of Borrowing, Swing Line Loan Request and each request for a Letter of Credit shall constitute a representation and warranty
by the Loan Parties of the correctness of the matters specified in clauses (b) and (c) above.


 


ARTICLE V.


 


REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants to the Administrative Agent and the Lenders that on and as of the Closing Date and after giving effect to the making
of the Loans and the other financial accommodations on the Closing Date and on and as of each date as required by Section 4.01
or 4.02:


 


Section 5.01         Existence,
Qualification and Power. The Borrower and each of its Restricted Subsidiaries (i) is duly organized or formed, validly existing
and in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the jurisdiction of its
incorporation or organization, (ii) has all requisite corporate or other organizational power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (A) own its assets and carry on its business as presently conducted except
to the extent that failure to possess such governmental licenses, authorizations, consents and approvals would not reasonably be
expected to have a Material Adverse Effect and (B) execute, deliver and perform its obligations under the Loan Documents to which
it is a party and (iii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such qualification or license except to the extent that
failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


Section 5.02         Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is
party (x) have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational
action, and (y) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict
with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any Contractual
Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or
contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii)
violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect.


 




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Section 5.03         Governmental
Authorization; Other Consents. Except for (i) filings necessary to perfect the Liens in favor of the Collateral Agent in the
Collateral, (ii) consents, authorizations, notices, approvals and exemptions that have been obtained prior to or as of the Closing
Date and (iii) consents, authorizations, notices, approvals and exemptions, the failure of which to obtain or make would not reasonably
be expected to have a Material Adverse Effect, no approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by,
or enforcement against, any Loan Party of this Agreement or any other Loan Document to which it is a party.


 


Section 5.04         Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered
will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto
in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, examinership,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights
of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless
of whether enforcement is sought by proceedings in equity or at law) (clauses (i) and (ii) being the “Enforceability
Limitations”).


 


Section 5.05         Financial
Condition; No Material Adverse Effect.


 


(a)          Financial
Statements. Each of the financial statements delivered to the Lead Arranger for the fiscal years ended December 31, 2012,
December 31, 2013 and December 31, 2014 (x) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein and (y) fairly present in all material respects the financial condition
of the Borrower, as of the date thereof and its results of operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein and, in the case of unaudited financial
statements, the absence of footnotes and year-end adjustments. The unaudited consolidated financial statements of the Borrower
for the quarter ended March 31, 2015, (x) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein and, in the case of unaudited financial statements, the absence of footnotes
and year-end audit adjustments and (y) fairly present in all material respects the financial condition of the Borrower, as of the
respective dates thereof and their respective results of operations for the respective periods covered thereby in accordance with
GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein and, in
the case of unaudited financial statements, the absence of footnotes and year-end audit adjustments.


 


(b)          Post-Closing
Financial Statements. After the Closing Date, the financial statements of the Borrower and its Subsidiaries delivered pursuant
to Section 6.01(a) have been prepared in accordance with GAAP (except as noted therein) and present fairly in all material
respects the financial condition and results of operations and cash flows of the Borrower and its Subsidiaries as of the dates
and for the period to which they relate. After the Closing Date, the unaudited financial statements the Borrower and its Subsidiaries
delivered pursuant to Section 6.01(b) have been prepared in accordance with GAAP (except as noted therein and for year-end
audit adjustments and absence of footnotes) and present fairly in all material respects the financial condition and results of
operations and cash flows of the Borrower and its Subsidiaries as of the dates and for the period to which they relate.


 




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(c)          Material
Adverse Change. Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.


 


Section 5.06         Litigation.
There are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the knowledge
of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries that could reasonably
be expected to result in a Material Adverse Effect.


 


Section 5.07         Ownership
of Property, Liens.


 


(a)          Generally.
Each Loan Party has good title to, valid leasehold interests in, or licenses in, all its property material to its business and
Mortgaged Property, free and clear of all Liens, except for Permitted Liens and minor irregularities or deficiencies in title that,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The property of the
Loan Parties, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear and damage by casualty
excepted) and (ii) constitutes all the property which is required for the business and operations of the Loan Parties as presently
conducted, in each case, to the extent that it would not be reasonably likely to have a Material Adverse Effect.


 


(b)          Real
Property. Schedules 7(a) and 7(b) to the Perfection Certificate dated the Closing Date contain a true and
complete list as of the Closing Date (after giving effect to the consummation of the Acquisition) of each interest in material
real property owned by any Loan Party as of the Closing Date. Except as described in Schedule 7(b) thereto (as updated from
time to time pursuant to the terms hereof and the other Loan Documents): (i) no Loan Party has entered into any leases, subleases,
tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or
grantor with respect to any of the real property described in Schedule 7(a) thereto and (ii) no Loan Party has any material
Leases which require the consent of the landlord, tenant or other party thereto to the Transactions.


 


(c)          No
Casualty Event. No Loan Party has received any notice of the occurrence of any Casualty Event affecting all or any portion
of its property, except for any such Casualty Event as would not reasonably be expected to result in a Material Adverse Effect.
No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and
Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless
flood insurance available under such Act or otherwise reasonably acceptable to the Administrative Agent has been obtained in accordance
with Section 6.05.


 


Section 5.08         Environmental
Matters. Except for any matters which, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect:


 


(a)          Each
of the Borrower and each of its Restricted Subsidiaries are in compliance with applicable Environmental Law;


 


(b)          Each
of the Borrower and each of its Restricted Subsidiaries has obtained, or has applied in a timely manner for, all Environmental
Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under
Environmental Law;


 




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(c)          There
has been no Release or, to the knowledge of any of the Borrower or any of its Restricted Subsidiaries, threatened Release of Hazardous
Material on, at, under or from any real property or facility presently or, to the knowledge of the Borrower and each of its Restricted
Subsidiaries, formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or their predecessors in
interest that could reasonably be expected to result in Environmental Liability;


 


(d)          There
is no Environmental Liability pending or, to the knowledge of any of the Borrower or any of its Restricted Subsidiaries, threatened
against any of the Borrower or any of its Restricted Subsidiaries;


 


(e)          Neither
the Borrower nor any of its Restricted Subsidiaries is obligated to perform any action or otherwise incur any expense under Environmental
Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation
of law, and none of them is conducting or financing, in whole or in part, any investigation, response or other corrective action
pursuant to any Environmental Law at any location; and


 


(f)          No
Lien has been recorded or, to the knowledge of any of the Borrower or any of its Restricted Subsidiaries, threatened under any
Environmental Law with respect to any real property or other assets of any of the Borrower or any of its Restricted Subsidiaries.


 


Section 5.09         Insurance.
The properties of the Borrower and each of its Restricted Subsidiaries are insured with insurance companies that the Borrower believes
are financially sound and reputable that are not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance
compatible with the following standards), with such deductibles and covering such risks as are prudent in the reasonable business
judgment of the Borrower’s officers.


 


Section 5.10         Taxes.


 


(a)          The
Borrower and each of its Subsidiaries have each timely filed, or caused to be filed, all federal, state, provincial, local and
foreign Tax returns required to be filed, and paid all Taxes owing by it (including in their capacity as a withholding agent),
whether or not shown on any such Tax returns, except (a) Taxes the validity or the amount of which are being contested in good
faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves with respect thereto in accordance with GAAP, and (b) to the extent that the failure to so file or so pay could not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries
knows of any pending investigation, Tax audit or deficiencies of any of the Borrower or any of its Subsidiaries by any taxing authority
or proposed Tax assessments against any of the Borrower or any of its Subsidiaries that would, individually or in the aggregate,
if made, result in a Material Adverse Effect.


 


(b)          Neither
the Borrower nor any of its Subsidiaries has ever “participated” in a “listed transaction” within the meaning
of Treasury Regulation Section 1.6011-4.


 


Section 5.11         ERISA;
Foreign Pension Plans; Employee Benefit Arrangements.


 


(a)          ERISA.


 


(i)          Except
as would not reasonably be expected to have a Material Adverse Effect, there are no Unfunded Liabilities (A) with respect to the
Borrower or any of its Restricted Subsidiaries and (B) with respect to any ERISA Affiliate; provided that for purposes of
this Section 5.11(a)(i)(B) only, Unfunded Liabilities means the amount (if any) by which the projected benefit obligation
exceeds the value of the plan’s assets as of its last valuation date using the actuarial assumptions and methods being used
by the plan’s actuaries for making such determination.


 




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(ii)         Each
Plan and Employee Benefit Arrangement, other than a Multiemployer Plan, complies in all respects with the applicable requirements
of ERISA and the Code (including pursuant to any applicable correction procedures under applicable Law, as appropriate), and each
of the Borrower and each of its Restricted Subsidiaries complies in all respects with the applicable requirements of ERISA and
the Code with respect to all Multiemployer Plans to which it contributes, except, in each case, to the extent that the failure
to comply therewith would not reasonably be expected to have a Material Adverse Effect.


 


(iii)        Except
as would not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to
occur with respect to any Plan.


 


(iv)        Neither
the Borrower nor any of its Restricted Subsidiaries: (A) is or has been within the last six years a party to any Multiemployer
Plan; or (B) has completely or partially withdrawn from any Multiemployer Plan, in each case, that would not reasonably be expected
to have a Material Adverse Effect.


 


(v)         Neither
the Borrower nor any of its Restricted Subsidiaries has any contingent liability with respect to any postretirement benefit under
a Welfare Plan that could reasonably be expected to have a Material Adverse Effect.


 


(b)          Foreign
Pension Plans. Each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of
any and all applicable Laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing
with applicable regulatory authorities except to the extent that the failure to comply therewith would not reasonably be expected
to have a Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has incurred any obligation in an
amount that would reasonably be expected to have a Material Adverse Effect in connection with the termination of or withdrawal
from any Foreign Pension Plan.


 


(c)          Employee
Benefit Arrangements.


 


(i)          All
liabilities under the Employee Benefit Arrangements are (A) funded to at least the minimum level required by Law or, if higher,
to the level required by the terms governing the Employee Benefit Arrangements, (B) insured with a reputable insurance company,
(C) provided for or recognized in the financial statements most recently delivered to the Administrative Agent pursuant to
Section 6.01 hereof or (D) estimated in the formal notes to the financial statements most recently delivered to the Administrative
Agent pursuant to Section 6.01 hereof, where such failure to fund, insure, provide for, recognize or estimate the liabilities
arising under such arrangements could reasonably be expected to have a Material Adverse Effect.


 


(ii)         There
are no circumstances which may give rise to a liability in relation to the Employee Benefit Arrangements which are not funded,
insured, provided for, recognized or estimated in the manner described in clause (i) above and which could reasonably be
expected to have a Material Adverse Effect.


 


(iii)        The
Borrower and each of its Restricted Subsidiaries is in compliance with all applicable Laws, trust documentation and contracts relating
to the Employee Benefit Arrangements (including pursuant to any applicable procedures under applicable Law, as appropriate), except
as would not reasonably be expected to have a Material Adverse Effect.


 




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Section 5.12         Subsidiaries;
Equity Interests. Schedule 5.12 sets forth a complete and accurate list as of the Closing Date (after giving effect
to the consummation of the Acquisition) of all Subsidiaries of the Borrower. Schedule 5.12 sets forth as of the Closing
Date (after giving effect to the consummation of the Acquisition) the jurisdiction of formation of each such Subsidiary, whether
each such Subsidiary is a Guarantor, the number and percentage of outstanding shares of each class of Equity Interests of each
such Subsidiary owned (directly or indirectly) by any Person and the number and effect, if exercised, of all Equity Equivalents
with respect to Equity Interests of each such Subsidiary. All the outstanding Equity Interests of each Restricted Subsidiary of
the Borrower are validly issued, fully paid and non-assessable (to the extent applicable and except as may arise under mandatory,
nonwaivable provisions of applicable law) and were not issued in violation of the preemptive rights of any shareholder and, as
of the Closing Date, those owned by the Loan Parties directly are free and clear of all Liens (other than those arising under the
Collateral Documents). Other than as set forth on Schedule 5.12, as of the Closing Date (after giving effect to the consummation
of the Acquisition), no such Restricted Subsidiary has outstanding any Equity Equivalents nor does any such Person have outstanding
any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent
or otherwise) of, or any calls, commitments or claims of any character relating to, its Equity Interests.


 


Section 5.13         Margin
Regulations; Investment Company Act.


 


(a)          Neither
the Borrower nor any of its Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying Margin Stock. No part of the Letters of Credit or proceeds of the
Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock in violation of Regulation
U. Margin Stock does not constitute more than 25% of the value of the consolidated assets of the Borrower and its Consolidated
Subsidiaries. None of the transactions contemplated by this Agreement (including the direct or indirect use of the proceeds of
the Loans) will violate or result in a violation of the Securities Act, the Exchange Act or Regulation T, U or X.


 


(b)          Neither
the Borrower nor any of its Restricted Subsidiaries is an “investment company” registered or required to be registered
under the Investment Company Act of 1940, as amended.


 


Section 5.14         Disclosure.
No written financial statement, certificate or other information (other than projections, budgets, estimates and other forward
looking information or information of a general or industry specific nature), furnished in writing concerning the Borrower, the
Acquired Business or any of their Restricted Subsidiaries by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the transactions contemplated hereby or delivered hereunder or under any other Loan Document (in each
case, as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement
of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not materially misleading in light of the circumstances under which they were made. With respect to
projections, budgets, estimates and other forward-looking information, the Borrower represents that such information was prepared
in good faith based upon assumptions believed to be reasonable by the preparer thereof at the time made (it being understood and
agreed that projections as to future events are not to be viewed as facts or guaranties of future performance, that actual results
during the period or periods covered by such projections may differ from the projected results and that such differences may be
material and that the Loan Parties make no representation that such projections will in fact be realized).


 




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Section 5.15         Compliance
with Law. Each of the Borrower and its Restricted Subsidiaries is in compliance with all requirements of Law applicable to
it or to its properties, except for any such failure to comply which could not reasonably be expected to cause a Material Adverse
Effect. To the knowledge of the Loan Parties, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective
material properties or assets is in default with respect to any judgment, writ, injunction, decree or order of any court or other
Governmental Authority which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
As of the Closing Date, neither the Borrower nor any of its Restricted Subsidiaries has received any written communication from
any Governmental Authority that alleges that any of the Borrower or any of its Restricted Subsidiaries is not in compliance in
any material respect with any Law, except for allegations that have been satisfactorily resolved and are no longer outstanding
or which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


Section 5.16         Intellectual
Property. Each of the Borrower and each of its Restricted Subsidiaries owns, or possesses the right to use, all of the Intellectual
Property that is reasonably necessary for the operation of its respective business, without conflict (to the knowledge of the Loan
Parties) with the rights of any other Person except for those conflicts which could not reasonably be expected to have a Material
Adverse Effect.


 


Section 5.17         Use
of Proceeds. The proceeds of (a) the Term Loans funded on the Closing Date will be used by the Borrower or its Subsidiaries
on the Closing Date to consummate the Transactions and to pay related costs and expenses, (b) Incremental Loans, the Revolving
Loans and the Swing Line Loans will be used by the Borrower after the Closing Date to provide for ongoing working capital requirements
of the Borrower and its Subsidiaries and for general corporate purposes, including Permitted Acquisitions, Investments and Restricted
Payments hereunder and (c) the Letters of Credit will be used by the Borrower and its Subsidiaries for general corporate purposes.


 


Section 5.18         Solvency.
On the Closing Date, the Borrower and its Subsidiaries (on a consolidated basis) are Solvent.


 


Section 5.19         Collateral
Documents.


 


(a)          Article
9 Collateral. The Security Agreement, when executed and delivered, is effective to create in favor of the Collateral Agent,
for the benefit of the Finance Parties, a legal, valid and enforceable security interest in the Collateral described therein and,
when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and
the Pledged Securities are delivered to the Collateral Agent, the Security Agreement shall constitute a fully perfected Lien on
all right, title and interest of the grantors thereunder in such of the Collateral in which a security interest can be perfected
under Article 9 of the UCC by filing or by possession thereof, in each case prior and superior in right to any other Person, other
than with respect to Permitted Liens, and except for (i) certain items of Collateral with respect to which such Lien may be perfected
only by possession thereof where the failure of the Collateral Agent to have possession thereof is expressly permitted pursuant
to the Security Agreement and (ii) certain items of Collateral located in or otherwise subject to foreign law where the grant of
a Lien or priority and perfection thereof in accordance with the UCC may not be recognized or enforceable.


 




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(b)          Intellectual
Property. When financing statements in the appropriate form are filed in the offices specified on Schedule 6 to the Perfection
Certificate, the Patent Security Agreement, substantially in the form of Exhibit II to the Security Agreement, and the Trademark
Security Agreement, substantially in the form of Exhibit III to the Security Agreement, is filed in the United States Patent and
Trademark Office and the Copyright Security Agreement, substantially in the form of Exhibit IV to the Security Agreement,
is filed in the United States Copyright Office, then, to the extent that Liens may be perfected by such filings, the Security Agreement
shall constitute a fully perfected Lien on all right, title and interest of the grantors thereunder in the United States patents,
trademarks, copyrights, licenses and other intellectual property rights covered in such agreements, in each case prior and superior
in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and
the United States Copyright Office may be necessary to perfect a lien on U.S. issued patents, patent applications, registered trademarks,
trademark applications and copyrights acquired by the Loan Parties after the Closing Date).


 


(c)          Status
of Liens. The Collateral Agent, for the benefit of the Finance Parties, has the Liens provided for in the Collateral Documents
and, subject to the filing by the Collateral Agent of continuation statements to the extent required by the UCC and to the qualifications
and limitations set forth in clauses (a) and (b) above, the Collateral Documents are sufficient to constitute valid
and continuing liens of record and first priority perfected security interests in all the Collateral (other than Permitted Liens)
referred to therein, except (i) as priority may be affected by Permitted Liens as a result of the Collateral Agent’s failure
to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral Documents,
(ii) for certain items of Collateral located in or otherwise subject to foreign law where the grant of a Lien or priority and perfection
thereof in accordance with the UCC may not be recognized or enforceable and (iii) exceptions to perfection set forth in the Collateral
Documents.


 


(d)          Mortgages.
Each Mortgage, when executed and delivered, is effective to create, in favor of the Collateral Agent, for its benefit and the benefit
of the Finance Parties, legal, valid and enforceable first priority Liens on all of the Loan Parties’ right, title and interest
in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages
are filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions
of Section 6.09, the Mortgages shall constitute fully perfected Liens on all right, title and interest of the Loan Parties
in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than
Permitted Liens.


 


Section 5.20         Senior
Indebtedness. The Senior Credit Obligations constitute “Senior Indebtedness” (or any comparable term) under and
as defined in the documentation governing any Subordinated Indebtedness.


 


Section 5.21         Anti-Money
Laundering and Economic Sanctions Laws.


 


(a)          No
Loan Party, Acquired Business nor any Subsidiary of the foregoing and, to the knowledge of the Borrower, none of the respective
officers, directors or agents of such Loan Party, Acquired Business or Subsidiary has violated or is in violation of any applicable
Anti-Money Laundering Laws.


 


(b)          No
Loan Party, Acquired Business nor any Subsidiary of the foregoing, nor, to the knowledge of the Borrower, any director, officer,
employee, agent, Affiliate or representative of such Loan Party, Acquired Business or Subsidiary (each, a “Specified Person”)
is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or
target of any Sanctions or (b) located, organized or resident in a Designated Jurisdiction.


 


(c)          The
Borrower will not use, directly or indirectly, any proceeds of the Loans or lend, contribute or otherwise make available such proceeds
to any Person for the purpose of financing the activities of or with any Person or in any country or territory that, at the time
of funding, is an Embargoed Person or is the subject of Sanctions, unless such activities are authorized under the applicable Sanctions.


 




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(d)          No
Loan Party, nor any of its Subsidiaries and, to the knowledge of the Borrower, none of the respective officers, directors, brokers
or agents of such Loan Party or Subsidiary acting or benefiting in any capacity in connection with the Loans (i) conducts
any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed
Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant
to any Sanction or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading
or avoiding, or attempts to violate, any of the applicable prohibitions set forth in any Economic Sanctions Laws.


 


(e)          Each
of the Loan Parties, the Acquired Business and their respective Subsidiaries is in compliance in all material respects with and
has not committed any material violation of applicable law or regulation, permit, order or other decision or requirement having
the force or effect of law or regulation of any governmental entity concerning the importation of products, the exportation or
re-exportation of products (including technology and services), the terms and conduct of international transactions and the making
or receiving of international payments, including, as applicable, the Tariff Act of 1930, as amended, and other laws, regulations
and programs administered or enforced by U.S. Customs and Border Protection and U.S. Immigration and Customs Enforcement, and their
predecessor agencies, the Export Administration Act of 1979, as amended, the Export Administration Regulations, the International
Emergency Economic Powers Act, as amended, the Trading With the Enemy Act, as amended, the Arms Export Control Act, as amended,
the International Traffic in Arms Regulations, Executive Orders of the President regarding embargoes and restrictions on transactions
with designated entities, the embargoes and restrictions administered by OFAC, the anti-boycott laws administered by the U.S. Department
of Commerce and the anti-boycott laws administered by the U.S. Department of the Treasury.


 


Section 5.22         Anti-Corruption
Laws. None of the Borrower and its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee
or Affiliate of such Loan Party or Subsidiary is aware of or has taken any action, directly or indirectly, that would result in
a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(the “FCPA”) or any other applicable anti-corruption laws, including, without limitation, making use of the
mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of
value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political
party or official thereof or any candidate for foreign political office in contravention of the FCPA or any other applicable anti-corruption
laws. The Borrower, and its Subsidiaries and their respective Affiliates have conducted their businesses in compliance, in all
material respects, with applicable anti-corruption laws and the FCPA and will maintain policies and procedures designed to promote
and achieve compliance, in all material respects, with such laws and with the representation and warranty contained herein. The
Borrower will not use, directly or indirectly, any proceeds of the Loans or lend, contribute or otherwise make available such proceeds
to any Person, in violation of the FCPA or any other applicable anti-corruption laws.


 


Section 5.23         No
Default. Neither the Borrower nor any Subsidiary thereof is in default under or with respect to any Material Indebtedness that,
either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 




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Section 5.24         Labor
Relations. There are no grievances, disputes or controversies with any union or other organization of the Borrower’s
or any Subsidiary’s employees, or, to the Borrower’s knowledge, any threatened strikes, work stoppages or demands for
collective bargaining, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


ARTICLE VI.


 


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, terminated or been Cash Collateralized and all LC Disbursements shall have
been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


Section 6.01         Financial
Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of each Lender:


 


(a)          within
ninety (90) days after the end of each fiscal year of the Borrower, an audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries as of the end of and
for such year, setting forth in each case in comparative form the figures for the previous fiscal year, with such audited balance
sheet and related consolidated financial statements reported on by 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;


 


(b)          within
forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with
the quarter ending June 30, 2015, a condensed consolidated balance sheet and related statements of income or operations and cash
flows for the Borrower and its Consolidated Subsidiaries 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, 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, 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;


 


(c)          concurrently
with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate of a Financial
Officer of the Borrower (x) with respect to clauses (a) and (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
and (ii) demonstrating compliance with the financial covenant set forth in Section 7.10 and (b) with respect to clause
(a), setting forth in reasonable detail the calculation of the Excess Cash Flow;


 


(d)          concurrently
with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above,
calculations reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated
financial statements;


 




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(e)          concurrently
with the delivery of financial statements under clause (a) above, supplements to the exhibits to the Perfection Certificate
specifying any changes to such exhibits since the previous updating required hereby (provided that if there have been no
changes to any such exhibits since the previous updating required thereby, the Borrower shall indicate that there has been “no
change” to the applicable exhibits);


 


(f)          as
soon as available, but in any event not more than seventy-five (75) days after the end of each fiscal year of the Borrower, a copy
of the plan and forecast (including a projected consolidated balance sheet, income statement (or statement of operations) and cash
flow statement) of the Borrower for each quarter of the fiscal year then in progress as customarily prepared by management of the
Borrower for its internal use;


 


(g)          promptly
after any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower
or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as may be reasonably requested by the Administrative
Agent or by any Lender through the Administrative Agent, subject, in all respects to any confidentiality and/or legal privilege;
and


 


(h)          promptly
upon an ERISA Event or upon request by the Administrative Agent, the most recently prepared actuarial reports in relation to the
Employee Benefit Arrangements for the time being operated by the Borrower or any of its Restricted Subsidiaries which are prepared
in order to comply with the then current statutory or auditing requirements within the relevant jurisdiction. Promptly upon request
by the Administrative Agent, the Borrower shall also furnish the Administrative Agent and the Lenders with such additional information
concerning any Plan, Foreign Pension Plan or Employee Benefit Arrangement as may be reasonably requested, including, but not limited
to, with respect to any Plans, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments
thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively,
for each “plan year” (within the meaning of Section 3(39) of ERISA).


 


Section 6.02         Notices
of Material Events. The Borrower will, upon knowledge thereof by a Responsible Officer, furnish to the Administrative Agent
prompt written notice of the following:


 


(a)          the
occurrence of any Default;


 


(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 would reasonably be expected to result in a Material Adverse Effect;


 


(c)          the
occurrence of any ERISA Event or Foreign Benefit Event that, alone or together with any other ERISA Events or Foreign Benefit Events
that have occurred, could reasonably be expected to result in a Material Adverse Effect; and


 


(d)          any
other development that results in, or would reasonably be expected to have a Material Adverse Effect.


 


Section 6.03         Existence;
Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, 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,
privileges, franchises, governmental authorizations and intellectual property rights material to the conduct of its business, and
maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; except in each
case to the extent (other than with respect to the preservation of the existence of the Borrower) that failure to do so would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or pursuant to any merger, consolidation,
liquidation, dissolution or Disposition permitted by Article VII.


 




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Section 6.04         Payment
of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect 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) the Borrower or such Restricted 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 6.05         Maintenance
of Properties; Insurance. The Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep and maintain all
property material to the conduct of its business, including the Mortgaged Property, in good working order and condition, ordinary
wear and tear excepted, except if the failure to so keep and maintain would not reasonably be expected to have a Material Adverse
Effect and (b) maintain with carriers that the Borrower believes are financially sound and reputable (i) insurance in such amounts
(after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks
as are prudent in the reasonable business judgment of the Borrower’s officers and (ii) all insurance required pursuant to
the Mortgages; provided that, notwithstanding the foregoing, in no event shall the Borrower or any Restricted Subsidiary
be required to obtain or maintain insurance that is more restrictive than its normal course of practice (it being understood that
if any Mortgaged Property is in a flood hazard area, such evidence of flood insurance shall be in such amounts and in such form
as reasonably acceptable to the Administrative Agent). Each such policy of insurance shall as appropriate, (i) name the Collateral
Agent as an additional insured thereunder as its interests may appear and/or (ii) in the case of each casualty insurance policy,
contain a mortgagee/loss payable clause or endorsement that names the Collateral Agent as the mortgagee/loss payee thereunder.


 


Section 6.06         Books
and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books
of record and account in which full, true and correct entries in conformity with GAAP and applicable law are made of all material
financial dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Restricted
Subsidiaries to, permit any representatives designated by the Administrative Agent (pursuant to a request made through the Administrative
Agent), at reasonable times upon reasonable prior notice (but not more than once annually if no Event of Default shall exist),
to visit and inspect its properties, to examine and make extracts from its books and records, including examination of its environmental
assessment reports and Phase I or Phase II studies, if any, and to discuss its affairs, finances and condition with its officers,
all at such reasonable times, as often as reasonably requested and at the expense of the Borrower. The Borrower acknowledges that
the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports
pertaining to the Borrower and its Restricted Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders.


 


Section 6.07         Compliance
with Laws. The Borrower will, and will cause the Acquired Business and each Subsidiary of the foregoing, to comply with all
laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, in each case except where the
failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 




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Section 6.08         Use
of Proceeds. The Borrower will use the proceeds of the Loans and will use the Letters of Credit solely for the purposes set
forth in Section 5.17. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose
that entails a violation of any of the Regulations of the Board of Governors of the Federal Reserve System, including Regulations
T, U and X.


 


Section 6.09         Subsidiary
Guarantors; Pledges; Additional Collateral; Further Assurances.


 


(a)          Within
the time periods specified in the last paragraph of this Section 6.09, after (i) any Person becomes a Restricted Subsidiary
that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is not an Unrestricted Subsidiary ceases to be an Excluded
Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary
that is no longer an Excluded Subsidiary), in each case, the Borrower shall provide the Administrative Agent with written notice
thereof shall cause each such New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Guaranty
Agreement in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Finance Parties’ obligations
under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence, in each case as specified
by, and in form and substance reasonably satisfactory to, the Administrative Agent, securing payment of all the Finance Obligations
of such Subsidiary under the Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation
and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative
Agent and its counsel.


 


(b)          Subject
to Section 6.14, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property
to be subject at all times to perfected Liens in favor of the Collateral Agent for the benefit of the Finance Parties to secure
the Finance Obligations in accordance with the terms and conditions of the Collateral Documents on a first priority basis, subject
to no other Liens other than Permitted Liens. Without limiting the generality of the foregoing, subject to Section 6.14,
the Borrower (i) will cause 100% of the issued and outstanding Equity Interests of each Subsidiary directly owned by the Borrower
or any other Loan Party to be subject at all times to a perfected Lien on a first priority basis, subject to Permitted Liens, in
favor of the Administrative Agent to secure the Finance Obligations in accordance with the terms and conditions of the Collateral
Documents or such other pledge and security documents as the Administrative Agent shall reasonably request and (ii) will, and will
cause each other Loan Party to, deliver Mortgages with respect to each Mortgaged Property, together with Mortgage Instruments.


 


(c)          Without
limiting the foregoing, the Borrower will, and will cause each other Loan Party 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, fixture filings, Mortgages 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 ensure perfection and priority of the Liens created or intended to be created by the Collateral
Documents, all at the expense of the Borrower.


 




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(d)          If
any asset constituting Collateral is acquired by a Loan Party after the Closing Date (other than assets constituting Collateral
under the Collateral Documents that become subject to the Lien in favor of the Collateral Agent upon acquisition thereof), the
Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such
Collateral to be subject to a Lien securing the Finance Obligations and will take, and cause the other Loan Parties to take, such
actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions
described in clause (c) above, all at the expense of the Borrower; provided that, with respect to Equity Interests,
such actions will be limited to those specified in clause (b) above.


 


(e)          Notwithstanding
the foregoing, with respect to any property, including Mortgaged Property, acquired after the Closing Date or with respect to any
New Loan Party, the Loan Parties shall have ninety (90) days after the acquisition thereof or such Person becomes a New Loan Party
(or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect
thereto) to take the actions required by this Section.


 


Section 6.10         Designation
of Subsidiaries. The Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted
Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after
such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to
such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis
in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, the Borrower
shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such
compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary,
together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% of
the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended
fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have
been delivered pursuant to Section 6.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after
the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal
to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower).
The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation
of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable
Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date
of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower
nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.


 


Section 6.11         Ratings.
Until the Term Loans are paid in full and terminated in accordance with this Agreement, the Borrower shall use commercially reasonable
efforts to cause (x) S&P and Moody’s to continue to issue ratings for the Term Loans, (y) Moody’s to continue to
issue a corporate family rating (or the equivalent thereof) of the Borrower and (z) S&P to continue to issue a corporate credit
rating (or the equivalent thereof) of the Borrower (it being understood, in each case, that such obligation shall not require the
Borrower to maintain a specific rating).


 


Section 6.12         Compliance
with Environmental Laws. Each of the Loan Parties and Restricted Subsidiaries will comply, and use commercially reasonable
efforts to cause all lessees and other Persons occupying real property of any Loan Party to comply, with all Environmental Laws
and Environmental Permits applicable to its operations, real property and facilities; obtain and renew all material Environmental
Permits applicable to its operations, real property and facilities; and conduct all investigations, response and other corrective
actions to address the Release or threat of Release of Hazardous Materials to the extent required by, and in accordance with, Environmental
Laws, except in each case for any such failure which would not be reasonably expected to have a Material Adverse Effect; provided
that no Loan Party or Restricted Subsidiary shall be required to undertake any such action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to
such circumstances in accordance with GAAP.


 




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Section 6.13         Lender
Calls. The Borrower shall cause one of its Responsible Officers or any other appropriate representatives, upon the request
of the Administrative Agent or the Required Lenders, to participate in a conference call with the Administrative Agent and Lenders
once during each fiscal year.


 


Section 6.14         Post-Closing
Obligations.


 


(a)          Each
of the Loan Parties shall deliver to the Administrative Agent the documents set forth on Schedule 6.14, within the time
limits specified on such schedule.


 


(b)          The
Borrower will ensure that no Acquired Business unlawfully (i) conducts any business or engages in making or receiving any contribution
of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction
related to, any property or interests in property blocked pursuant to any Sanction or (iii) engages in or conspires to engage in
any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the applicable
prohibitions set forth in any Economic Sanctions Laws.


 


ARTICLE VII.


 


NEGATIVE COVENANTS


 


Until the Commitments
have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired, terminated or been Cash Collateralized and all L/C Disbursements shall have been reimbursed,
the Borrower covenants and agrees with the Lenders that:


 


Section 7.01         Indebtedness.
The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness,
except:


 


(a)          the
Finance Obligations;


 


(b)          Indebtedness
existing on the date hereof or contemplated after giving effect to the consummation of the Acquisition and set forth in Schedule
7.01 and any Permitted Refinancing Indebtedness in respect thereof;


 


(c)          Indebtedness
of the Borrower to any Subsidiary and of any Restricted Subsidiary to the Borrower or any other Subsidiary; provided that
Indebtedness of any Restricted Subsidiary that is not a Loan Party to any Loan Party shall be subject to, and shall comply with,
clause (i) of the proviso set forth in Section 7.04(d);


 


(d)          Guarantees
by the Borrower or any Restricted Subsidiary of Indebtedness or other obligations of (i) the Borrower or (ii) any Subsidiary; provided
that, in the case of clause (ii), the aggregate amount of Indebtedness and other payment obligations (other than in respect
of any overdrafts and related liabilities arising in the ordinary course of business from treasury, depository and cash management
services or in connection with any automated clearing-house transfer of funds) of Subsidiaries that are not Loan Parties that is
Guaranteed by any Loan Party shall be permitted under clause (i) of the proviso set forth in Section 7.04(d);


 




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(e)          Indebtedness
of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, repair or improvement of any fixed
or capital assets, including Capital Lease Obligations, Synthetic Lease Obligations and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted
Refinancing Indebtedness in respect thereof; provided that (i) such Indebtedness (but not any Permitted Refinancing Indebtedness
in respect thereof) is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair
or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed, on
a Pro Forma Basis determined in accordance with Section 1.03(c), immediately after giving effect to the issuance or incurrence
of such Indebtedness the greater of (x) $20,000,000 and (y) 25% of Consolidated EBITDA for the most recently completed Test Period,
at any time outstanding;


 


(f)          Indebtedness
of the Borrower or any Restricted Subsidiary as an account party in respect of trade letters of credit in the ordinary course of
business;


 


(g)          Indebtedness
owed in respect of any services covered by Secured Cash Management Agreements and any other Indebtedness in respect of netting
services, business credit card programs, overdraft protection and other treasury, depository and cash management services or incurred
in connection with any automated clearing-house transfers of funds;


 


(h)          Indebtedness
under bid bonds, performance bonds, surety bonds and similar obligations, in each case, incurred by the Borrower or any of its
Restricted Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit
supporting such bid bonds, performance bonds, surety bonds and similar obligations;


 


(i)          Indebtedness
of the Borrower or any Restricted Subsidiary in respect of Swap Agreements entered into not for speculative purposes (i) to hedge
or mitigate risks to which the Borrower or any Restricted Subsidiary has actual exposure (other than those in respect of Equity
Interests of the Borrower or any of its Restricted Subsidiaries) or (ii) 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 Restricted Subsidiary;


 


(j)          Indebtedness
of Foreign Subsidiaries, and guarantees thereof by Foreign Subsidiaries, in an aggregate principal amount not to exceed, on a Pro
Forma Basis in accordance with Section 1.03(c), immediately after giving effect to the issuance or incurrence of such Indebtedness
the greater of (x) $40,000,000 and (y) 30% of Consolidated EBITDA for the most recently completed Test Period, at any time outstanding;


 


(k)          Guarantees
of Indebtedness of directors, officers, employees, consultants, agents and advisors of the Borrower or any of its Restricted Subsidiaries
in respect of expenses of such Persons in connection with relocations and other ordinary course of business purposes, if the aggregate
amount of Indebtedness so Guaranteed, when added to the aggregate amount of unreimbursed payments theretofore made in respect of
such Guarantees and the amount of loans and advances then outstanding under Section 7.04(p), shall not at any time exceed
$5,000,000;


 


(l)          Indebtedness
arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties,
surety bonds or performance bonds securing the performance of the Borrower or any of its Restricted Subsidiaries pursuant to such
agreements, in connection with Permitted Acquisitions, the Acquisition or permitted Dispositions;


 




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(m)          Indebtedness
representing installment insurance premiums owing in the ordinary course of business;


 


(n)          Indebtedness
representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current
and former employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business or existing on
the Closing Date;


 


(o)          unsecured
Indebtedness arising out of judgments not constituting an Event of Default;


 


(p)          Indebtedness
of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated
with or into a Restricted Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person
that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in a Permitted
Acquisition or other Investment permitted hereunder, and any refinancing, renewal, extension or replacement in respect thereof;
provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated)
or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary
(or such merger or consolidation) or such assets being acquired and (B) neither the Borrower nor any Restricted Subsidiary (other
than such Person or the Restricted Subsidiary with which such Person is merged or consolidated or that so assumes such Person’s
Indebtedness) shall Guarantee or otherwise become liable for the payment of such Indebtedness;


 


(q)          Permitted
Indebtedness;


 


(r)          other
Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate outstanding principal amount not in excess of the
greater of (x) $25,000,000 and (y) 25% of Consolidated EBITDA for the most recently completed Test Period;


 


(s)          (i)
Credit Agreement Refinancing Indebtedness that is not incurred pursuant to a Refinancing Amendment; provided that (A) such
Indebtedness is not secured by any property or assets of any Loan Party or any Subsidiary other than the Collateral and (B) the
security agreements, if any, relating to such Indebtedness are substantially the same as the Collateral Documents (as determined
in good faith by the Borrower and the Administrative Agent) and (ii) any Permitted Refinancing Indebtedness in respect thereof;


 


(t)          Indebtedness
consisting of the Borrower’s Convertible Senior Notes; and


 


(u)          Indebtedness
incurred outside of this Agreement consisting of letters of credit, bank guarantees, cash management facilities (including credit
card facilities) or hedging obligations in an aggregate principal amount not to exceed the greater of (x) $5,000,000 and (y) 8.75%
of Consolidated EBITDA at any one time outstanding.


 


The accrual of interest,
the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an
incurrence of Indebtedness for purposes of this Section 7.01. The principal amount of any non-interest bearing Indebtedness
or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a
balance sheet of the Borrower dated such date prepared in accordance with GAAP.


 




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Section 7.02         Liens.
The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, except the following (collectively, “Permitted Liens”):


 


(a)          Liens
created pursuant to any Loan Document;


 


(b)          Permitted
Encumbrances;


 


(c)          any
Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof or contemplated by the Acquisition
Agreement to be existing immediately after giving effect to the consummation of the Acquisition and set forth in Schedule 7.02
and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided
that (i) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary other than improvements
thereon or proceeds from the disposition of such property or asset and (ii) such Lien shall secure only those obligations which
it secures on the date hereof and any Permitted Refinancing Indebtedness thereof (other than as permitted by Section 7.01);


 


(d)          any
Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing
on any property or asset of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that
is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof prior to the time
such Person becomes a Restricted Subsidiary (or such merger or consolidation occurs) and any modifications, replacements, renewals
or extensions thereof; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition
or such Person becoming a Restricted Subsidiary (or such merger or consolidation), as the case may be, (ii) such Lien shall not
apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than, in the case of any such merger
or consolidation, the assets of any Subsidiary without significant assets that was formed solely for the purpose of effecting such
acquisition) 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 Restricted Subsidiary (or is so merged or consolidated), as the case may be, and any refinancing, extensions,
renewals or replacements thereof that do not increase the outstanding principal amount thereof (other than as permitted by Section
7.01);


 


(e)          Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that
(i) such Liens secure Indebtedness permitted by Section 7.01(e) and obligations relating thereto not constituting Indebtedness
in respect thereof and (ii) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary
other than improvements thereon or proceeds from the disposition of such property or assets; provided further that in the event
Indebtedness under Section 7.01(e) is owed to any Person with respect to financing under a single credit facility of more
than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all
such fixed or capital assets financed by such Person under such credit facility;


 


(f)          (i)
Dispositions of assets not prohibited by Section 7.03 and in connection therewith, customary rights and restrictions contained
in agreements relating to such Dispositions pending the completion thereof, or in the case of a license, during the term thereof
and (ii) any option or other agreement to Dispose any asset not prohibited by Section 7.03;


 




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(g)          in
the case of (A) any Subsidiary that is not a wholly-owned Subsidiary or (B) the Equity Interests in any Person that is not a Subsidiary,
any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such
other Person set forth in the Organizational Documents of such Subsidiary or such other Person or any related joint venture, shareholders’
or similar agreement;


 


(h)          any
interest or title of a lessor under any lease or sublease entered into by the Borrower or any Restricted Subsidiary in the ordinary
course of its business and other statutory and common law landlords’ liens under leases;


 


(i)          any
interest or title of a licensor under any license or sublicense entered into by the Borrower or any Restricted Subsidiary as a
licensee or sublicensee (A) existing on the date hereof or (B) in the ordinary course of its business;


 


(j)          licenses,
sublicenses, leases or subleases granted to other Persons permitted under Section 7.03;


 


(k)          Liens
on earnest money deposits of cash or cash equivalents made, or escrow or similar arrangements entered into, in connection with
any Permitted Acquisition or other Investment permitted pursuant to Section 7.04 or other acquisitions not prohibited hereunder;


 


(l)          Liens
in the nature of the right of setoff in favor of counterparties to contractual agreements with the Loan Parties in the ordinary
course of business;


 


(m)          Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the
Borrower or any Restricted Subsidiary in the ordinary course of business;


 


(n)          Liens
(i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods in the ordinary course of business and (ii) on specific items of inventory or other goods and proceeds
thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued
or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or such other goods
in the ordinary course of business;


 


(o)          Liens
on the assets and equity interests of non-Guarantor Foreign Subsidiaries that secure only Indebtedness or other obligations of
such non-Guarantor Foreign Subsidiaries permitted hereunder;


 


(p)          Liens
on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 7.01(m);


 


(q)          Liens
(i) of a collection bank arising under Section 4-208 of the UCC (or other applicable Law) on the items in the course of collection
and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business
and not for speculative purposes;


 


(r)          Liens
arising from precautionary UCC financing statements or similar filings made in respect of operating leases entered into by the
Borrower or any of its Subsidiaries;


 


(s)          Liens
in favor of Borrower or any Guarantor securing Indebtedness permitted under Section 7.01(c);


 




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(t)          Liens
on the Collateral securing Indebtedness permitted pursuant to Section 7.01(s); provided that such Liens shall
either be (i) pari passu with the Liens on the Collateral securing the Senior Credit Obligations on the terms
set forth in a First Lien Intercreditor Agreement or (ii) junior to the Liens on the Collateral securing the Finance Obligations
on the terms set forth in a Second Lien Intercreditor Agreement;


 


(u)          Liens
on assets of the Borrower and its Restricted Subsidiaries not otherwise permitted above so long as the aggregate amount of obligations
subject to such Liens does not immediately after giving effect to the incurrence of such obligations exceed the greater of (x)
$15,000,000 and (y) 20% of Consolidated EBITDA for the most recently completed Test Period


 


(v)         Liens
securing Indebtedness permitted under Section 7.01(u).


 


Section 7.03         Fundamental
Changes and Asset Sales.


 


(a)          The
Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit
any other Person to merge into or consolidate with it, or sell, transfer, lease, exclusively license or otherwise dispose of (in
one transaction or in a series of transactions) any of its assets (including pursuant to a Sale/Leaseback Transaction), or any
of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve,
except that:


 


(i)          any
Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation;


 


(ii)         any
(x) Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the
surviving entity is such Restricted Subsidiary (provided that any such merger, consolidation or liquidation involving a
Subsidiary Guarantor must result in the surviving entity becoming a Subsidiary Guarantor) and any (y) non-Loan Party may merge
into or consolidate with the Borrower or any Subsidiary of the Borrower (provided that any such merger, consolidation or
liquidation involving a Subsidiary Guarantor must result in the surviving entity becoming a Subsidiary Guarantor);


 


(iii)        any
Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person in a transaction permitted under
clauses (xiv), (xv) and (xvii) hereunder in which the surviving entity is not a Subsidiary;


 


(iv)        any
Restricted Subsidiary (other than the Borrower) may Dispose of or exclusively license any or all of its assets (upon voluntary
liquidation, dissolution or otherwise) to the Borrower or any other Loan Party;


 


(v)         any
Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation
or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders;


 


(vi)        sales,
transfers and other Dispositions of inventory, used, worn out, obsolete or surplus property, cash and Permitted Investments in
the ordinary course of business and the assignment, cancellation, abandonment or other Disposition or exclusive license of intellectual
property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct
of the business of the Borrower and the Restricted Subsidiaries, taken as a whole;


 




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(vii)       (x)
Dispositions (including Equity Interests of Subsidiaries) or exclusive licenses to the Borrower or any Restricted Subsidiary; provided
that (i) any such Disposition or exclusive license made by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall
be made in compliance with Section 7.04 and (ii) Equity Interests of a Loan Party may not be transferred to a Subsidiary
that is not a Loan Party or (y) Dispositions by the Borrower or any Restricted Subsidiary to any Subsidiary that is not a Restricted
Subsidiary in an amount not to exceed $5,000,000 per fiscal year;


 


(viii)      Dispositions
or the discount or sale, in each case without recourse, of receivables arising in the ordinary course of business;


 


(ix)         leases,
subleases, licenses or sublicenses of property to other Persons in the ordinary course of business not materially interfering with
the business of the Borrower and the Restricted Subsidiaries taken as a whole;


 


(x)          Liens
permitted by Section 7.02;


 


(xi)         Investments
permitted by Section 7.04;


 


(xii)        subject
to Section 2.09(c)(iii), dispositions of property as a result of a Casualty Event involving such property or any disposition
of real property to a Governmental Authority as a result of a Condemnation of such real property;


 


(xiii)       Dispositions
of investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture
parties set forth in joint venture arrangements and similar binding arrangements;


 


(xiv)      sales
or other Dispositions of non-core assets acquired in the Acquisition, any Permitted Acquisition or other Investment; provided
that such sales shall be consummated within two years of such acquisition or Investment; provided, further, that
the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in
good faith by the Board of Directors of the Borrower);


 


(xv)       Dispositions
of assets that are not permitted by any other clause of this Section 7.03; provided that (i) the consideration
received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the
Board of Directors of the Borrower) and (ii) no less than 75% thereof (excluding any consideration arising from the assumption
of liabilities other than Indebtedness) shall be paid in cash;


 


(xvi)      the
surrender, waiver or settlement of contractual rights or claims and litigation claims in the ordinary course of business;


 


(xvii)     Dispositions
of Equity Interests in any Subsidiary acquired in connection with a Permitted Acquisition, in each case pursuant to any stock appreciation
rights, plans, equity incentive or achievement plans or any similar plans or the exercise of warrants, options or other securities
convertible into or exchangeable for the Equity Interests of such Subsidiary, so long as such rights, plans, warrants, options
or other securities were not entered into or issued in connection with or in contemplation of such person becoming a Subsidiary;
and


 




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(xviii)    Dispositions
of cash to Unrestricted Subsidiaries in order to consummate the Acquisition (including any fees and expenses related thereto) and
to pay any purchase price or working capital adjustments or indemnification payments related thereto.


 


(b)          
The Borrower will not, and will not permit any of its Restricted Subsidiaries to engage to any material extent in any business
other than businesses of the type conducted by the Borrower and its Restricted Subsidiaries (including the Acquired Business and
its Subsidiaries, after giving effect to the consummation of the Acquisition) on the date of execution of this Agreement and businesses
reasonably related, complementary or ancillary thereto or similar or complementary thereto or reasonable extensions thereof.


 


(c)          The
Borrower will not, nor will it permit any of its Restricted Subsidiaries to, change its fiscal year from the basis in effect on
the Closing Date; provided, however, that the Loan Parties may, upon written notice to the Administrative Agent,
change their respective fiscal years to any other fiscal year reasonably acceptable to the Administrative Agent, in which case,
the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement
that are necessary to reflect such change in fiscal year.


 


Section 7.04         Investments,
Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any of its Restricted Subsidiaries
to, make any Investment except:


 


(a)          cash
and Permitted Investments;


 


(b)          Permitted
Acquisitions and the Acquisition;


 


(c)          Investments
by the Borrower and its Restricted Subsidiaries existing on the date hereof or contemplated immediately after giving effect to
the consummation of the Acquisition (including, for purposes of financing the Acquisition) or made by the Borrower and its Restricted
Subsidiaries pursuant to legally binding written contracts in existence on the date hereof, and in each case set forth on Schedule
7.04, and any modification, conversion, replacement, reinvestment, renewal or extension thereof to the extent not involving
any additional net Investment; provided that the amount of the original Investment is not increased except as otherwise
permitted by this Section 7.04;


 


(d)          Investments
made by the Borrower in or to any Restricted Subsidiary or Unrestricted Subsidiary and made by any Restricted Subsidiary in or
to the Borrower or any Unrestricted Subsidiary or another Restricted Subsidiary and Guarantees by the Borrower or any Restricted
Subsidiary of obligations of any Unrestricted Subsidiary or Restricted Subsidiary; provided that (i) the amount of any Investment
under this clause (d) by a Loan Party in a Restricted Subsidiary which is not a Loan Party or in any Unrestricted Subsidiary
made after the Closing Date or constituting a Guarantee of obligations of any Restricted Subsidiary that is not a Loan Party or
a Guarantee of obligations of any Unrestricted Subsidiary made after the Closing Date shall not exceed, together with the aggregate
amount of all other Investments (including Guarantees) made pursuant to this clause (d), the greater of (x) $30,000,000
and (y) 30% of Consolidated EBITDA for the most recently completed Test Period at the time made (excluding any intercompany accounts
payable and receivable, guarantee fees and transfer pricing arrangements) and (ii) in the case of any intercompany Indebtedness
(other than Indebtedness among Subsidiaries that are not Loan Parties and, for the avoidance of doubt, any intercompany accounts
payable and receivable, guarantee fees and transfer pricing arrangements), (A) each item of intercompany Indebtedness shall be
evidenced by a promissory note (which shall be substantially in the form of Exhibit H hereto or as otherwise agreed to by
the Administrative Agent in its sole discretion), (B) each promissory note evidencing intercompany Indebtedness made by a Subsidiary
that is not a Loan Party to a Loan Party shall contain the subordination provisions set forth in Exhibit I or as otherwise
agreed to by the Administrative Agent in its sole discretion and (C) each promissory note evidencing intercompany Indebtedness
held by a Loan Party shall be pledged to the Collateral Agent pursuant to the applicable Collateral Documents to the extent required
thereby;


 




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(e)          (i)
Guarantees constituting Indebtedness permitted by Section 7.01, and (ii)Guarantees by (a) any Loan Party of operating leases
(other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case, entered into
any Loan Party in the ordinary course of business and (ii) any Restricted Subsidiary that is not a Loan Party of operating leases
(other than Capital Lease Obligations) or of obligations that do not constitute Indebtedness, in each case, entered into by any
Subsidiary that is not a Loan Party in the ordinary course of business;


 


(f)          Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, in each case in the ordinary course of business;


 


(g)          Investments
made as a result of the receipt of non-cash consideration from a Disposition, of any asset in compliance with Section 7.03;


 


(h)          Investments
in the form of Swap Agreements entered into (i) to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has
actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Restricted Subsidiaries) or (ii)
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 Restricted Subsidiary;


 


(i)          payroll,
travel, education, relocation, entertainment and similar advances or loans to directors, officers, consultants and employees of
the Borrower or any Restricted Subsidiary that are made in the ordinary course of business;


 


(j)          extensions
of trade credit in the ordinary course of business;


 


(k)          Investments
(including acquisitions) to the extent the consideration paid therefor consists of Equity Interests or Equity Equivalents (other
than Disqualified Capital Stock) of the Borrower or the proceeds of the issuance thereof;


 


(l)          Investments
of any Person in existence at the time such Person becomes a Restricted Subsidiary; provided such Investment was not made
in connection with or anticipation of such Person becoming a Restricted Subsidiary and any modification, replacement, renewal or
extension thereof;


 


(m)        any
customary upfront, milestone, marketing or other funding payment in the ordinary course of business to another Person in connection
with obtaining a right to receive royalty or other payments in the future;


 


(n)         Investments
in joint ventures and acquisitions of Equity Interests that would constitute Permitted Acquisitions but for the fact that Persons
in which such Equity Interests are acquired do not become Wholly Owned Subsidiaries of a Loan Party; provided that the sum
of the aggregate amount of such Investments, plus the aggregate consideration paid in all such acquisitions, made under this clause
(n) after the Closing Date shall not exceed $15,000,000 at any time outstanding;


 




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(o)          Investments
consisting of Permitted Liens, Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection
or deposit and Article 4 customary trade arrangements with customers consistent with past practices;


 


(p)          loans,
notes or advances to directors and employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business;
provided that the aggregate amount of such loans and advances outstanding, when aggregated with the Guarantees then outstanding
under Section 7.01(k), at any time shall not exceed $5,000,000;


 


(q)          any
other Investment so long as the aggregate amount of all such Investments made after the Closing Date does not exceed the greater
of (x) $30,000,000 or 30% of Consolidated EBITDA for the most recently completed Test Period at the time made;


 


(r)          the
Borrower and its Restricted Subsidiaries may make additional Investments using the Available Amount so long as the Available Amount
Conditions have been met;


 


(s)          the
Acquisition;


 


(t)          Investments
made to Unrestricted Subsidiaries consisting of the purchase price of the Acquisition in order to consummate the Acquisition and
pay Transaction Costs;


 


(u)          Investments
by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary made for tax planning reorganization purposes, so long
as the Borrower provides to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that, after giving
pro forma effect to such Investments, the granting, perfection, validity and priority of the security interest in the Collateral
is not impaired in any material respect by such Investment (as long as no material assets, on a net basis (as determined in good
faith in writing by a Responsible Officer), are moved from Loan Parties to Restricted Subsidiaries that are not Loan Parties in
reliance on this subclause;


 


(v)         Investments
consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(w)         Investments
consisting of the conversion of any loans and advances (including any accrued but unpaid interest thereon) from any Loan Party
to any Loan Party or Non-Loan Party, or from any Non-Loan Party to any Non-Loan Party into Equity Interests of such Person; and


 


(x)          Investments
consisting of the Borrower or any Restricted Subsidiary making any intercompany loans or advances to repay, or to allow the relevant
Subsidiary to repay, Indebtedness of the Acquired Business existing on the Closing Date (after giving effect to the consummation
of the Acquisition) in an amount not to exceed $45,000,000.


 


For purposes of covenant compliance with
this Section 7.04, the amount of any Investment shall be the aggregate cash investment at the time such Investment is made,
without adjustment for subsequent increases or decreases in the value of such Investment or accrued and unpaid interest or dividends
thereon, less all dividends or other distributions or any other amount paid, repaid, returned, distributed or otherwise received
in cash in respect of such Investment. For the avoidance of doubt, if an Investment would be permitted under any provision of this
Section 7.04 (other than Section 7.04(b)) and as a Permitted Acquisition, such Investment need not satisfy the requirements
otherwise applicable to Permitted Acquisitions unless such Investment is consummated in reliance on Section 7.04(b).


  




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Section 7.05         Transactions
with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries 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 (other than the Borrower or any Restricted Subsidiary), except (a) transactions
that are on terms and conditions not materially less favorable to the Borrower or such Restricted Subsidiary than it would obtain
on an arm’s-length basis from a Person that is not an Affiliate, (b) any Restricted Payment permitted by Section
7.06, (c) customary fees paid and indemnifications provided to directors of the Borrower and its Restricted Subsidiaries, (d)
compensation (including bonus and severance arrangements) and indemnification of, and other employment agreements and arrangements,
employee benefit plans, and stock incentive plans with, directors, officers, consultants and employees of the Borrower or any Restricted
Subsidiary entered in the ordinary course of business (including management and employee benefit plans or agreements, subscription
agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights
with present or former employees, officers or directors and stock option or incentive plans and other compensation arrangements),
(e) Investments permitted by Section 7.04, (f) leases or subleases of property in the ordinary course of business not materially
interfering with the business of the Borrower and the Restricted Subsidiaries taken as a whole, (g) transactions between or among
the Borrower and/or any Loan Party and any entity that becomes a Loan Party as a result of such transaction, (h) the payment of
fees, expenses and indemnities and other payments pursuant to, and the transactions pursuant to, the agreements set forth on Schedule
7.05 (as such agreements are in effect on the Closing Date or as contemplated after giving effect to the consummation of the
Acquisition, together with any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material
respect), (i) the granting of registration and other customary rights in connection with the issuance of Equity Interests by the
Borrower not otherwise prohibited by the Loan Documents and the payment of reasonable out-of-pocket costs and expenses relating
to registration rights and indemnities provided in connection therewith, (j) consummation of the transactions contemplated by the
Transaction Documents, and payment of related fees and expenses, (k) transactions pursuant to agreements in existence or contemplated
on the Closing Date and set forth on Schedule 7.05 or any amendment thereto to the extent such an amendment is not adverse
to the Lenders in any material respect, (l) customary payments by the Borrower and any of the Restricted Subsidiaries made for
any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including
in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors
or a majority of the disinterested members of the board of directors of the Borrower or a Restricted Subsidiary in good faith,
(m) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes
in the ordinary course of business, and (n) transactions undertaken in good faith (as certified by a Responsible Officer of the
Borrower) for the purpose of improving the consolidated tax efficiency of the Borrower and its Subsidiaries and not for the purpose
of circumventing any covenant set forth in this Agreement.


 


Section 7.06         Restricted
Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except:


 


(a)          the
Borrower may declare and pay dividends or make other Restricted Payments with respect to its Equity Interests payable solely in
additional Equity Interests of the Borrower (other than Disqualified Equity Interests);


 




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(b)          the
Borrower and any Restricted Subsidiaries may repurchase (i) Equity Interests upon the exercise of Equity Equivalents if such Equity
Interests represent a portion of the exercise price of such Equity Equivalents and (ii) Equity Interests from any current or former
officer, director, employee or consultant (or their current or former spouses, estates, estate planning vehicles and family members)
or other holder of Equity Interests to comply with Tax withholding obligations relating to Taxes payable by such person upon the
grant or award of such Equity Interests (or upon vesting thereof);


 


(c)          the
Borrower and any Restricted Subsidiaries may make cash payments in lieu of the issuance of fractional shares in connection with
the exercise or conversion of Equity Equivalents;


 


(d)          Restricted
Subsidiaries may declare and pay dividends or make other distributions to any Loan Party; provided that in the case of a
dividend or other distribution by a non-Wholly Owned Restricted Subsidiary, such dividends or distributions shall be made ratably
with respect to their Equity Interests;


 


(e)          the
Borrower and any Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with stock incentive plans
or other employee benefit plans for directors, officers or employees of the Borrower and its Subsidiaries;


 


(f)          so
long as no Default or Event of Default has occurred and is continuing or would arise after giving effect thereto, the Borrower
and any Restricted Subsidiaries may purchase Equity Interests from present or former officers, directors, consultants or employees
(or their current or former spouses, estates, estate planning vehicles and family members) of the Borrower or any Subsidiary upon
the death, disability, retirement or termination of employment or service of such officer, director, consultant or employee, in
an aggregate amount not exceeding $10,000,000 in any fiscal year of the Borrower, with any unused amount in any fiscal year being
carried over to the subsequent fiscal year to increase the basket in such fiscal year, plus, the proceeds received by the Borrower
or any Restricted Subsidiary of any key man life insurance;


 


(g)          the
payment of any dividend or distribution, or the consummation of any irrevocable redemption, within 60 days after the date of declaration
of the dividend or distribution or giving of the redemption notice, as the case may be, if at such date of declaration or redemption
notice such dividend, distribution or redemption, as the case may be, would have complied with this Section 7.06;


 


(h)          redemptions,
repurchases, retirements or other acquisitions of Equity Interests in the Borrower or any of the Restricted Subsidiaries deemed
to occur upon exercise of stock options or warrants or similar rights if such Equity Interests represent a portion of the exercise
price of, or tax withholdings with respect to, such options or warrants or similar rights;


 


(i)          the
Borrower and its Restricted Subsidiaries may make additional Restricted Payments using the Available Amount so long as the Available
Amount Conditions have been met;


 


(j)          the
Borrower and its Restricted Subsidiaries may make Restricted Payments to consummate the Transactions in respect of amounts owing
under the Acquisition Documents in accordance with the Acquisition Documents;


 




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(k)          other
Restricted Payments of the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000;
and


 


(l)          the
Borrower and its Restricted Subsidiaries may purchase the remaining outstanding Equity Interests (and any Equity Equivalents) of
any Subsidiary acquired in an Investment made in compliance with Section 7.04 that is structured as a tender offer followed
by a back-end merger.


 


Section 7.07         Restrictive
Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (x) the
ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets
or (y) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests
or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower
or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to:


 


(a)          restrictions
and conditions imposed by Law, by any Loan Document or by any instrument governing Indebtedness permitted hereunder;


 


(b)          restrictions
and conditions existing on the date hereof or contemplated by the Acquisition Documents immediately after giving effect to the
consummation of the Acquisition and identified on Schedule 7.07 and any amendments or modifications thereof that do not
materially expand the scope of any such restriction or condition taken as a whole;


 


(c)          restrictions
and conditions imposed by agreements of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a
Restricted Subsidiary and any amendments or modifications thereof that do not materially expand the scope of any such restriction
or condition taken as a whole; provided that such restrictions and conditions apply only to such Restricted Subsidiary;


 


(d)          customary
restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets of the Borrower or any Restricted
Subsidiary pending such sale; provided such restrictions and conditions apply only to the Subsidiary (or the Equity Interests
thereof) that is to be sold and such sale is permitted hereunder;


 


(e)          restrictions
imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations
referred to in clauses (a), (b) or (c) of this Section 7.07; provided that such amendments
or refinancings do not materially expand the scope of any such restriction or condition;


 


(f)          any
restriction arising under or in connection with any agreement or instrument governing Equity Interests of any joint venture that
is formed or acquired after the Closing Date;


 


(g)          customary
restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 7.03
pending the consummation of such Disposition;


 


(h)          customary
provisions restricting the transfer or encumbrance of the specific property subject to a Permitted Lien;


 




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(i)          restrictions
or conditions set forth in any agreement governing Indebtedness permitted by Section 7.01; provided that such restrictions
and conditions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable restrictions
and conditions set forth in this Agreement as determined in the good faith judgment of the Board of Directors of the Borrower;


 


(j)          customary
provisions restricting assignment of any agreement entered into in the ordinary course of business; and


 


(k)          restrictions
on cash or other deposits (including escrowed funds) or net worth imposed under contracts (including letters of credit and bank
guarantees) entered into in the ordinary course of business;


 


and (ii) clause (x) of the foregoing
shall not apply to (1) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement
secured by specific assets if such restrictions or conditions apply only to the specific assets securing such Indebtedness and
(2) customary provisions in leases, subleases, licenses, sublicenses and other agreements entered into in the ordinary course of
business.


 


Section 7.08         Amendments
to Subordinated Indebtedness Documents or Organization Documents; Prepayments of Indebtedness.


 


(a)          Neither
the Borrower nor any Restricted Subsidiary will (i) amend, modify or waive any of its rights under any agreement or instrument
governing or evidencing any Subordinated Indebtedness or unsecured Indebtedness to the extent such amendment, modification or waiver,
taken as a whole, would reasonably be expected in the good faith judgment of the Borrower to be adverse in any material respect
to the Lenders; provided, however, that no amendment, modification or waiver in respect of Subordinated Indebtedness
or unsecured Indebtedness in connection with the incurrence of Permitted Refinancing Indebtedness in respect of the relevant Subordinated
Indebtedness or unsecured Indebtedness shall be prohibited under this Section 7.08(a) if the terms of such amendment, modification
or waiver would be permitted either (i) pursuant to the definition of “Permitted Refinancing Indebtedness” or (ii)
such Indebtedness as modified would be permitted to be incurred at the time of such modification pursuant to section 7.01, or (ii)
amend or otherwise modify any of their Organization Documents to the extent such amendment or modification, taken as a whole, would
reasonably be expected to be adverse in any material respect to the Lenders.


 


(b)          Neither
the Borrower nor any of its Restricted Subsidiaries will make any Junior Debt Payment, except the Borrower and its Restricted Subsidiaries
may make Junior Debt Payments: (i) using the Available Amount so long as the Available Amount Conditions have been met; and (ii)
so long as no Event of Default shall exist or result therefrom, in an aggregate principal amount not to exceed $10,000,000, plus,
any additional amount so long as, on a Pro Forma Basis in accordance with Section 1.03(c), the Total Leverage Ratio shall
not exceed 3.50 to 1.00; and


 


(c)          Neither
the Borrower nor any of its Restricted Subsidiaries will release, cancel, compromise or forgive in whole or in part any Indebtedness
evidenced by any Intercompany Note (unless either a Loan Party is the obligor with respect to such Indebtedness or the release,
cancellation, compromise or forgiveness thereof is otherwise permitted pursuant to Section 7.04).


 


Section 7.09         Sale/Leaseback
Transactions. None of the Borrower or any Restricted Subsidiary will enter into any Sale/Leaseback Transaction unless (a) the
sale or transfer of the property thereunder is permitted by Section 7.03, (b) any Capital Lease Obligations and Synthetic
Lease Obligations arising in connection therewith are permitted by Section 7.01 and (c) any Liens arising in connection
therewith (including Liens deemed to arise in connection with any such Capital Lease Obligations and Synthetic Lease Obligations)
are permitted by Section 7.02.


 




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Section 7.10         Financial
Covenant. The Borrower will not permit the Secured Leverage Ratio at the end of any Test Period to exceed the ratio set forth
below:


 


	Test Period	 	Secured Leverage Ratio
	 	 	 
	September 30, 2015 through September 30, 2017	 	3.00:1.00
	 	 	 
	December 31, 2017 through September 30, 2018	 	2.75:1.00
	 	 	 
	December 31, 2018 and thereafter	 	2.50:1.00


 


In the event the Borrower
fails to comply with the financial covenants set forth in this Section 7.10 as of the last day of any fiscal quarter, any
Net Cash Proceeds of the issuance of Equity Interests or Equity Equivalents (other than Disqualified Capital Stock) received by
the Borrower on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to
be delivered for such Fiscal Quarter pursuant to Section 6.01(a) or 6.01(b), as the case may be, will, at the irrevocable
election of Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter solely for the purposes of
determining compliance with such covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal
quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”);
provided that (a) notice of Borrower’s intent to make a Specified Equity Contribution shall be delivered no later
than the tenth (10th) day following the date on which financial statements are required to be delivered for the applicable
Fiscal Quarter pursuant to Section 6.01(a) or 6.01(b), as the case may be, (b) in each consecutive four fiscal
quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is made, (c) the amount
of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with
such covenants, (d)  all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated
EBITDA for all other purposes, including calculating basket levels, financial ratio determinations, pricing and other items governed
by reference to Consolidated EBITDA (other than for determining compliance with this Section 7.10), (e) there shall
be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, (f) any Term Loans voluntarily
prepaid with the proceeds of Specified Equity Contributions in a manner permitted by this Agreement shall be deemed no longer outstanding
for purposes of determining compliance with this Section 7.10; provided that in no event shall any such reduction
of Consolidated Secured Debt be given effect during the Fiscal Quarter with regard to which the Specified Equity Contribution is
made, and (g) upon the Administrative Agent’s receipt of the notice of Borrower’s intent to make a Specified Equity
Contribution and until ten (10) Business Days after the day on which the financial statements are required to be delivered for
the applicable fiscal quarter pursuant to Section 6.01(a) or 6.01(b), as the case may be, neither the Administrative
Agent nor any Lender shall accelerate the Finance Obligations or otherwise exercise any remedies available to it during the continuance
of a Default or Event of Default under the Loan Documents, including any remedies pursuant to Section 8.02.


 


Section 7.11         Anti-Corruption
Laws; Sanctions. The Borrower and its Restricted Subsidiaries will not directly or indirectly use the proceeds of any Letters
of Credit or Loans for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act
2010, or other similar legislation in other jurisdictions. The Borrower and its Restricted Subsidiaries will not directly or indirectly,
use the proceeds of any Letters of Credit or Loans, or lend, contribute or otherwise make available such proceeds in any other
manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction,
whether as a Lender, Lead Arranger, Administrative Agent, Collateral Agent, L/C Issuer, Swing Line Lender or otherwise) of Sanctions.


 




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ARTICLE VIII.


 


EVENTS OF DEFAULT


 


Section 8.01         Events
of Default. An Event of Default shall exist upon the occurrence of any of the following specified events or conditions (each,
an “Event of Default”):


 


(a)          the
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any L/C 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 Section 8.01) payable under this Agreement or any other Loan Document, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;


 


(c)          any
representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party in or in connection with
this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder,
or in any certificate furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or
modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;


 


(d)          any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.02(a), 6.03
(with respect to the Borrower’s existence), 6.08 or 6.09 or in Article VII;


 


(e)          the
Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained
in this Agreement (other than those specified in clause (a), (b) or (d) of this Section 8.01) or any
other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request of the Required Lender);


 


(f)          [reserved];


 


(g)          any
event or condition that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits,
after the expiration of any applicable grace period provided in the applicable agreement or instrument under which such Indebtedness
was created, the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such 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 or, with respect to any Material Indebtedness consisting
of Swap Agreements, termination events or equivalent events pursuant to the terms of such Swap Agreements and not as a result of
any default thereunder by the Borrower or any of its Restricted Subsidiaries;


 




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(h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, examination, composition,
assignment, arrangement, moratorium of any indebtedness, reorganization, winding up, dissolution or other relief in respect of
the Borrower or any Material Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Bankruptcy Law
now or hereafter in effect or (ii) the appointment of a receiver, liquidator, examiner, trustee, custodian, sequestrator, conservator
or similar official for the Borrower or any Material Restricted Subsidiary or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering
any of the foregoing shall be entered;


 


(i)          the
Borrower or any Material Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
examination, reorganization compromise, composition, assignment, arrangement with any creditor or other relief under any Bankruptcy
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 Section 8.01, (iii) apply for or consent to the appointment
of a receiver, examiner, liquidator, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any
Material Restricted 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)          the
Borrower or any Material Restricted Subsidiary shall become unable, is deemed under any applicable law to be unable or is declared
to be 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 $25,000,000 shall be rendered against the Borrower,
any Restricted Subsidiary or any combination thereof and the same shall remain unpaid or undischarged for a period of sixty (60)
consecutive days after such judgment becomes final during which execution shall not be effectively stayed; provided that
any such amount shall be calculated after deducting from the sum so payable any amount of such judgment or order that is covered
by (x) a valid and binding policy of insurance in favor of the Borrower or such Restricted Subsidiary (but only if the applicable
insurer shall have been advised of such judgment and of the intent of the Borrower or such Restricted Subsidiary to make a claim
in respect of any amount payable by it in connection therewith and such insurer shall not have disputed coverage) or (y) any third-party
indemnification obligation;


 


(l)          an
ERISA Event or Foreign Benefit Event shall have occurred that, when taken together with all other ERISA Events or Foreign Benefit
Event that have occurred, could reasonably be expected to result in a Material Adverse Effect;


 


(m)         a
Change of Control shall occur;


 


(n)         any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
or the Borrower or any Restricted Subsidiary shall contest in writing the enforceability of any material provision of any Loan
Document or shall deny in writing it has any or further liability or obligation under any Loan Document; or


 


(o)         any
Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any material
portion of the Collateral purported to be covered thereby (and to the extent required thereby).


 




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Section 8.02         Acceleration;
Remedies. Upon the occurrence of and during the continuation of an Event of Default, the Administrative Agent (or the Collateral
Agent, as applicable) shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following
actions:


 


(a)          Termination
of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.


 


(b)          Acceleration
of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans, any Reimbursement Obligations
arising from drawings under Letters of Credit and any and all other indebtedness or obligations of any and every kind (other than
contingent indemnification obligations) owing by a Loan Party to any of the Lenders hereunder to be due whereupon the same shall
be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Loan Parties.


 


(c)          Cash
Collateral. Direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence
of an Event of Default under Section 8.01(h), (i)or (j), it will immediately pay) to the Collateral Agent
additional cash, to be held by the Collateral Agent, for the benefit of the Lenders, in a cash collateral account as additional
security for the L/C Obligations in respect of subsequent drawings under all then outstanding Letters of Credit in an amount equal
to the maximum aggregate amount which may be drawn under all Letters of Credit then outstanding plus all accrued interest and fees
thereon.


 


(d)          Enforcement
of Rights. Enforce any and all rights and interests created and existing under the Loan Documents, including, without limitation,
all rights and remedies existing under the Loan Documents, all rights and remedies against a Guarantor and all rights of setoff.


 


(e)          Enforcement
Rights Vested Solely in Administrative Agent and Collateral Agent. The Lenders agree that this Agreement may be enforced
only by the action of the Administrative Agent, acting upon the instructions of the Required Lenders, and, with respect to the
Collateral, the Collateral Agent, and that no other Finance Party shall have any right individually to seek to enforce any Loan
Document or to realize upon the security to be granted hereby.


 


Notwithstanding the foregoing,
if an Event of Default specified in Section 8.01(h), (i) or (j) shall occur, then the Commitments shall automatically
terminate, all Loans, all Reimbursement Obligations under Letters of Credit, all accrued interest in respect thereof and all accrued
and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Loan Documents shall immediately
become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations, as aforesaid shall automatically
become effective, in each case without the giving of any notice or other action by the Administrative Agent or the Lenders, which
notice or other action is expressly waived by the Loan Parties.


 


Section 8.03         Allocation
of Payments After Event of Default.


 


(a)          Priority
of Distributions. The Borrower hereby irrevocably waives the right to direct the application of any and all payments in
respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event
of Default and agrees that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations
have been required to be Cash Collateralized), all amounts collected or received on account of any Finance Obligation shall, subject
to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following order:


 




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FIRST, to
pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any
Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;


 


SECOND, to
the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’
fees) of the Administrative Agent or the Collateral Agent then due and payable and under any Loan Document in connection with enforcing
the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect
of the Collateral, and all advances incurred or made by the Collateral Agent in connection therewith, and any other obligations
owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its
security interest in the Collateral;


 


THIRD, to
the payment of all reasonable and documented out-of-pocket costs and expenses of (i) each of the Lenders (including any L/C Issuer
in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the
Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the
Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank
in connection with enforcing any of its rights under any Secured Cash Management Agreement;


 


FOURTH, to
the payment of all of the Senior Credit Obligations consisting of accrued fees and interest;


 


FIFTH, except
as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance
Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent
(in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other
Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving
an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit
Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid
to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors,
with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the
proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed
 and (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management
Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds
are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and


 


SIXTH, to
the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.


 


In carrying out the foregoing,
(i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding
category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied
pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for
distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of
Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.05 and 2.16, such amounts
shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse each applicable L/C Issuer
from time to time for any drawings under any Letters of Credit and (y) then, following the expiration of all Letters of Credit,
to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03.


 




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(b)          Pro
rata Treatment. For purposes of this Section 8.03, “Pro rata Share” means, when calculating a
Finance Party’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator
of which is the then unpaid amount of such Finance Party’s Senior Credit Obligations, Swap Obligations or Cash Management
Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Senior Credit Obligations,
Swap Obligations or Cash Management Obligations, as the case may be. If any payment to any Finance Party of its Pro rata Share
of any distribution would result in overpayment to such Finance Party, such excess amount shall instead be distributed in respect
of the unpaid Senior Credit Obligations, Swap Obligations or Cash Management Obligations, as the case may be, of the other Finance
Parties, with each Finance Party whose Senior Credit Obligations, Swap Obligations or Cash Management Obligations, as the case
may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which
is the unpaid Senior Credit Obligations, Swap Obligations or Cash Management Obligations, as the case may be, of such Finance Party
and the denominator of which is the unpaid Senior Credit Obligations, Swap Obligations or Cash Management Obligations, as the case
may be, of all Finance Parties entitled to such distribution.


 


(c)          Distributions
with Respect to Letters of Credit. Each of the Finance Parties agrees and acknowledges that if (after all outstanding Loans
and Reimbursement Obligations with respect to Letters of Credit have been paid in full) the Lenders are to receive a distribution
on account of undrawn amounts with respect to Letters of Credit issued (or deemed issued) under this Agreement, such amounts shall
be deposited in a cash collateral account to be controlled by the Collateral Agent as cash security for the repayment of Finance
Obligations owing to the Lenders as such. Upon termination of all outstanding Letters of Credit, all of such cash security shall
be applied to the remaining Finance Obligations of the Lenders. If there remains any excess cash security, such excess cash shall
be withdrawn by the Collateral Agent from such cash collateral account and distributed in accordance with Section 8.03(a)
hereof.


 


(d)          Reliance
by Collateral Agent. For purposes of applying payments received in accordance with this Section 8.03, the Collateral
Agent shall be entitled to rely upon (i) the Administrative Agent under this Agreement and (ii) the Representative, if any, for
the Swap Creditors for a determination (which the Administrative Agent, each Representative for any Swap Creditor and the Finance
Parties agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Senior Credit Obligations and
Swap Obligations owed to the Agents, the Lenders or the Swap Creditors, as the case may be. Unless it has actual knowledge (including
by way of written notice from a Swap Creditor or any Representatives thereof) to the contrary, the Collateral Agent, in acting
hereunder, shall be entitled to assume that no Swap Agreements are in existence.


 




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ARTICLE IX.


 


AGENCY PROVISIONS


 


Section 9.01         Appointment
and Authority. Each of the Lenders and each L/C Issuer hereby irrevocably appoints Barclays Bank PLC, to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. Each of the Lenders and each L/C Issuer hereby irrevocably appoints
Barclays Bank PLC, to act on its behalf as the Collateral Agent hereunder and under the other Loan Documents and authorizes the
Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the
terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lead Arranger, the Lenders and the L/C Issuers,
and none of the Borrower or any other Loan Party shall have rights as a third party beneficiary of any of such provisions.


 


Each L/C Issuer shall
act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,
and each L/C Issuer shall have all of the benefits and immunities (a) provided to the Agents in this Article with respect to any
acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued
by it and L/C Documents pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article
and the definition of “Agent Related Person” included such L/C Issuer with respect to such acts or omissions, and (b)
as additionally provided herein with respect to each L/C Issuer.


 


Section 9.02         Rights
as a Lender. Each Person serving as an Agent or a Lead Arranger 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 an Agent or a Lead Arranger, as applicable, and
the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as an Agent or a Lead Arranger, as applicable, hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof
as if such Person were not an Agent or a Lead Arranger, as applicable, hereunder and without any duty to account therefor to the
Lenders.


 


Section 9.03         Exculpatory
Provisions. Each Agent and each Lead Arranger, each in its capacity as such, shall not have any obligations, duties or responsibilities
under this Agreement but shall be entitled to all benefits of this Article IX. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality
of the foregoing, none of the Agents or any Lead Arranger:


 


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


 


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


 


(iii)        shall,
except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as such Agent or any of its Affiliates in any capacity.


 




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No Agent shall be liable
for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Article VIII and Section 10.01) or (ii) in the absence of its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction by final and nonappealable judgment. No Agent shall be deemed to have knowledge
or notice of the occurrence of any Default unless and until notice describing such Default is given to such Agent by the Borrower,
a Lender or an L/C Issuer and stating that such notice is a “notice of default.”


 


No Agent shall be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of
any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this
Agreement with reference to the Administrative Agent or the Collateral 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 us used merely as a matter
of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.


 


Each party to this Agreement
acknowledges and agrees that the Administrative Agent will use an outside service provider for the tracking of all UCC financing
statements required to be filed pursuant to the Loan Documents and notification to the Administrative Agent, of, among other things,
the upcoming lapse or expiration thereof. No Agent shall be liable for any action taken or not taken by such service provider.


 


Section 9.04         Reliance
by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer
unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making
of such Loan or the issuance of such Letter of Credit. Each 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 9.05         Delegation
of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable
judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 




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Section 9.06         Indemnification
of Agents. Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand each
Agent Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of any
Loan Party to do so) on a pro rata basis (determined as of the time that the applicable payment is sought based on each Lender’s
ratable share at such time) and hold harmless each Agent Related Person against any and all Indemnified Liabilities incurred by
it; provided that (a) no Lender shall be liable for payment to any Agent Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment of a court of competent jurisdiction to have resulted from
such Agent Related Person’s own gross negligence or willful misconduct (and no action taken in accordance with the directions
of the Required Lender shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section) and (b)
to the extent any L/C Issuer or Swing Line Lender is entitled to indemnification under this Section solely in its capacity and
role as an L/C Issuer or as a Swing Line Lender, as applicable, only the Revolving Lenders shall be required to indemnify such
L/C Issuer or such Swing Line Lender, as the case may be, in accordance with this Section (determined as of the time that the applicable
payment is sought based on each Revolving Lender’s Revolving Commitment Percentage thereof at such time). In the case of
any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section applies whether any such investigation,
litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse
the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements
and other charges of counsel) incurred by the Administrative Agent in connection with preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect
of rights and responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Administrative Agent is not reimbursed for such costs or expenses by or on behalf of the Borrower.


 


Section 9.07         Resignation
of Agents. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon
receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has
occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a
successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United
States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within
30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the
L/C Issuers, with, so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not
to be unreasonably withheld or delayed), appoint a successor Agent meeting the qualifications set forth above; provided
that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from
its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held
by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent
shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (b)
all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each
Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this
Section 9.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) (and for the avoidance
of doubt, any successor Collateral Agent shall be deemed to have actual knowledge of any Swap Agreements outstanding at such time),
Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents
(if not already discharged therefrom as provided above in this Section 9.07). The fees payable by the Borrower to a successor
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section
10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.


 




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Any resignation by Barclays
Bank PLC as Administrative Agent pursuant to this Section 9.07 shall also constitute its resignation as an L/C Issuer
and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of a retiring L/C Issuer and Swing Line
Lender, (ii) a retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for
the Letters of Credit issued by the retiring L/C Issuer, if any, outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters
of Credit.


 


Section 9.08         Non-Reliance
on Agents and Other Lenders. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon any
Agent Related Person or any other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender further represents and
warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged
and accepted the terms and conditions applicable to the recipients thereof and each L/C Issuer also acknowledges that it will,
independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents
and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


Section 9.09         No
Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Agents or any Lead Arranger shall have any
powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, the Collateral Agent, a Lender or L/C Issuer hereunder.


 


Section 9.10         Administrative
Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, examinership, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative
Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or
by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall
be entitled and empowered, by intervention in such proceeding or otherwise:


 


(i)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Senior Credit Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Section 2.09
and 10.04) allowed in such judicial proceeding;


 




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


 


(iii)        and
any custodian, receiver, examiner, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender and L/C Issuer to make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative
Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Section 2.09 and 10.04.


 


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


 


Section 9.11         Collateral
and Guaranty Matters. Each Lender agrees that any action taken by the Administrative Agent, the Collateral Agent or the Required
Lenders (or, where required by the express terms of this Agreement, a greater or lesser proportion of the Lenders) in accordance
with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent, the Collateral
Agent or Required Lenders (or, where so required, such greater or lesser proportion) of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.
Without limiting the generality of the foregoing, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent,
at its option and in its discretion:


 


(i)          to
release any Lien on any property granted to or held by the Administrative Agent and Collateral Agent under any Finance Document
(A) upon Discharge of Senior Credit Obligations, (B) that is sold, transferred, disposed or to be sold, transferred, disposed as
part of or in connection with any Disposition (other than any sale to a Loan Party) permitted hereunder, (C) subject to Section
10.01, if approved, authorized or ratified in writing by the Required Lenders or (D) to the extent such property is owned by
a Guarantor upon the release of such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below;


 


(ii)         to
subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document
to the holder of any Lien on such property that is permitted by clause (c) or (d) of the definition of Permitted
Encumbrances;


 


(iii)        to
release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Restricted Subsidiary or
becomes an Excluded Subsidiary as a result of a transaction permitted hereunder (or designation as an Unrestricted Subsidiary in
accordance with Section 6.10); and


 


(iv)        to
enter into non-disturbance and similar agreements in connection with the licensing of intellectual property permitted pursuant
to the terms of this Agreement.


 




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Upon request by the Administrative Agent
at any time the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement
pursuant to this Section 9.11.


 


In each case as specified
in this Section 9.11, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the
Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request
(i) to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under
the Collateral Documents, (ii) to enter into non-disturbance or similar agreements in connection with the licensing of intellectual
property or (iii) to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance
with the terms of the Loan Documents and this Section 9.11 and in form and substance reasonably acceptable to such Agent.


 


Section 9.12         Related
Obligations. The benefit of the Loan Documents and of the provisions of this Agreement relating to the Collateral shall extend
to and be available in respect of any Swap Obligations and Cash Management Obligations permitted hereunder from time to time owing
to one or more Affiliates of one or more Lenders or owing to one or more Swap Creditors or Cash Management Banks (collectively,
“Related Obligations”) solely on the condition and understanding, as among the Collateral Agent and all Finance
Parties, that (i) the Related Obligations shall be entitled to the benefit of the Loan Documents and the Collateral to the extent
expressly set forth in this Agreement and the other Loan Documents and to such extent the Administrative Agent and the Collateral
Agent shall hold, and have the right and power to act with respect to, the Guaranty Agreement and the Collateral on behalf of and
as agent for the holders of the Related Obligations, but the Administrative Agent and the Collateral Agent are otherwise acting
solely as agent for the Lenders and the L/C Issuers and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure
or other obligation whatsoever to any holder of Related Obligations, (ii) all matters, acts and omissions relating in any manner
to the Guaranty Agreement, the Collateral, or the omission, creation, perfection, priority, abandonment or release of any Lien,
shall be governed solely by the provisions of this Agreement and the other Loan Documents and no separate Lien, right, power or
remedy shall arise or exist in favor of any Finance Party under any separate instrument or agreement or in respect of any Related
Obligation, (iii) each Finance Party shall be bound by all actions taken or omitted, in accordance with the provisions of this
Agreement and the other Loan Documents, by the Administrative Agent, the Collateral Agent and the Required Lenders, as applicable,
each of whom shall be entitled to act at its sole discretion and exclusively in its own interest given its own Commitments and
its own interest in the Loans, L/C Obligations and other Senior Credit Obligations to it arising under this Agreement or the other
Loan Documents, without any duty or liability to any Swap Creditor or Cash Management Bank or as to any Related Obligation and
without regard to whether any Related Obligation remains outstanding or is deprived of the benefit of the Collateral or becomes
unsecured or is otherwise affected or put in jeopardy thereby and (iv) no holder of Related Obligations and no other Finance Party
(except the Lenders to the extent set forth in this Agreement) shall have any right to be notified of, or to direct, require or
be heard with respect to, or to consent to, any action taken or omitted in respect of the Collateral or under this Agreement or
the Loan Documents.


 




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Section 9.13         Withholding
Tax. To the extent required by any applicable law, the Administrative Agent may deduct or withhold from any payment to any
Lender Party an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section
3.01, each Lender Party shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand
therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges, and disbursements
of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service
or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts
paid to or for the account of any Lender Party for any reason (including, without limitation, because the appropriate form was
not delivered or not properly executed, or because such Lender Party failed to notify the Administrative Agent of a change in circumstances
that rendered the exemption from, or reduction of, withholding Tax ineffective, whether or not such Tax was 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 Party by the Administrative Agent shall be conclusive absent manifest error. Each Lender Party hereby authorizes
the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Party under this Agreement or
any other Loan Document against any amount due to the Administrative Agent under this Section 9.13. The agreements in this
Section 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by,
or the replacement of, a Lender Party, the termination of the Agreement or Commitments and the repayment, satisfaction or discharge
of all other obligations.


 


ARTICLE X.


 


MISCELLANEOUS


 


Section 10.01         Amendments,
etc.


 


(a)          Amendments
Generally. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or
any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the
same shall be in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders
or such other number or percentage of the Lenders as may be specified herein) and the Borrower, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given; provided that the Administrative
Agent and the Borrower may, without the consent of the other Lenders, amend, modify or supplement this Agreement and any other
Loan Document to cure any ambiguity, omission, typographical error, defect or inconsistency if such amendment, modification or
supplement is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.


 


(b)          Amendments
and Waivers Pertinent to Affected Lenders. Notwithstanding clause (a) above, no amendment, waiver or consent shall:


 


(i)          extend
or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition
precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of any Commitments
shall not constitute an extension or increase of any Commitment of any Lender);


 


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


 


(iii)        reduce
or forgive the principal of, or the rate of interest or any premium specified herein on, any Loan or unreimbursed L/C Disbursement,
or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly
affected thereby; provided, however, that only the consent of (A) the Required Lenders will be required to amend
the definition of “Default Rate” and (B) the Required Revolving Lenders will be required to amend the financial covenant
hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any
Loan or any unreimbursed L/C Disbursement or to reduce any fee payable hereunder;


 




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(iv)        other
than to the extent required to make the Lenders under Incremental Term Loans, Incremental Revolving Loans (and Incremental Revolving
Commitments), Other Term Loans or Other Revolving Loans (and Other Revolving Commitments) or new Lenders under a Refinancing Amendment
share, or, at their option, not share, in pro rata payments, change Section 2.12, Section 2.13 or Section 8.03
in a manner that would alter the pro rata sharing of payments or the order of payment required thereby without the written consent
of each Lender directly affected thereby;


 


(v)         except
in connection with the implementation of any Incremental Loans, Incremental Term Loan Commitments or Incremental Revolving Commitments,
change any provision of this Section 10.01 or the definition of “Applicable Percentage,” “Required Lenders,”
or “Required Revolving Lenders” or any other provision hereof specifying the percentage of Lenders required to amend,
waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent
of each Lender which is a Lender of the applicable Class so specified;


 


(vi)        permit
the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent
of each Lender;


 


(vii)       subordinate
the Finance Obligations by contract to any other obligation without the written consent of each Lender;


 


(viii)      (a)
release all or substantially all of the value of the Guaranty Agreement without the written consent of each Lender (provided
that the Administrative Agent may, without the consent of any Lender, release any Guarantor (or all or substantially all of the
assets of a Guarantor) that is sold or transferred (other than to any Loan Party) in compliance with Section 7.03 or released
in compliance with Section 9.11) and (b) release the Borrower from the Guaranty Agreement without the written consent of
each Lender;


 


(ix)         release
all or substantially all of the Collateral securing the Senior Credit Obligations hereunder without the written consent of each
Lender (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold
or transferred by a Loan Party (other than to any other Loan Party) in compliance with Section 7.03 or released in compliance
with Section 9.11);


 


(x)          impose
any greater restrictions on the ability of the Lenders of any Class to assign any of their respective rights or obligations hereunder
without the written consent of (A) each Revolving Lender if such Class is the Revolving Loans or (B) each Term Lender if such Class
is the Term Loans;


 


(xi)         (w)
adversely affect the rights or duties of any L/C Issuer under this Agreement or any Letter of Credit Request relating to any Letter
of Credit issued or to be issued by it, without the prior written consent of such L/C Issuer; (x) adversely affect the rights or
duties of the Swing Line Lender under this Agreement, without the prior written consent of the Swing Line Lender; and (y) adversely
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, without the prior written
consent of the Administrative Agent;


 




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(xii)        amend,
modify or waive (A) any Loan Document so as to alter the ratable treatment of (i) Senior Credit Obligations outstanding after the
payment of accrued fees and interest, (ii) Swap Obligations and (iii) Cash Management Obligations or (B) the definition of “Swap
Creditor,” “Swap Obligations,” “Finance Obligations,” “Claimholders,” “Senior Credit
Obligations,” “Discharge of Senior Credit Obligations,” “Secured Cash Management Agreement,” “Cash
Management Agreement,” “Cash Management Obligations” or “Cash Management Bank” in each case in a
manner adverse to any Swap Creditor or Cash Management Bank, as applicable, with Swap Obligations or Cash Management Obligations,
as applicable, then outstanding without the written consent of any such Swap Creditor or Cash Management Bank (except that additional
obligations may be secured pari passu with the Senior Credit Obligations, Swap Obligations and Cash Management Obligations
and additional parties may be secured pari passu as Swap Creditors or Cash Management Banks, as applicable); and


 


(xiii)       (a)
waive any condition set forth in Section 4.01 (other than Section 4.01(l)) without the written consent of each Lender;
and (b) waive any condition set forth in Section 4.02 as to any Borrowing or the issuance of any Letter of Credit without
the written consent of the applicable Required Revolving Lenders.


 


Notwithstanding anything
to the contrary contained in this Section 10.01, (i) this Agreement and the other Loan Documents may be amended, modified
or supplemented with the consent of the Administrative Agent and/or the Collateral Agent at the request of the Borrower without
the need to obtain the consent of any other Lender if such amendment is delivered in order to effectuate any amendment, modification
or supplement pursuant to the proviso of Section 10.01(a) and (ii) any amendment or waiver that by its terms affects the
rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments
of any other Class) will require only the requisite percentage in interest of the affected Class of Lenders that would be required
to consent thereto if such Class of Lenders were the only Class of Lenders.


 


Each Lender and each
holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section 10.01 regardless of
whether its Note shall have been marked to make reference therein, and any consent by any Lender or holder of a Note pursuant to
this Section 10.01 shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been
so marked.


 


Section 10.02         Notices.


 


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


 


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


 


Albany Molecular Research, Inc.


26 Corporate Circle


Albany, New York 12212


Attn: Lori Henderson and Felicia Ladin


Fax No.: (518) 512-2075


 


And


 




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Goodwin Procter LLP


The New York Times Building


New York, New York


Attn: Jennifer K. Bralower


Fax No.: (212) 355-3333


 


(ii)      if
to the Administrative Agent, the Collateral Agent or the Swing Line Lender, at:


 


Legal Address:


 


Barclays Bank PLC


745 Seventh Avenue


New York, NY 10019


 


Servicing Contact:


(for payments and requests for Credit Extensions):


 


Barclays Bank PLC


1301 Sixth Avenue


New York, NY 10019


Attn: Joe Tricamo


Phone: (212) 320-7564


Fax: (917) 522-0569


Email: xraUSLoanOps5@barclays.com /Joe.Tricamo@barclays.com


 


Other Notices as Administrative Agent:


 


Barclays Bank PLC


745 Seventh Avenue


New York, NY 10019


Attn: Vanessa Kurbatskiy


Phone: (212) 526-2799


Fax: (212) 526-5115


Email: vanessa.kurbatskiy@barclays.com / ltmny@barclays.com


 


with a copy to:


 


Paul Hastings LLP


75 East 55th Street


New York, NY 10022


Attn: John Cobb


Phone: (212) 318-6959


Fax: (212) 230-5169


Email: johncobb@paulhastings.com


 




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L/C Issuer:


 


Barclays Bank PLC


200 Park Avenue


New York, NY 10166


Attn: Letter of Credit Department / Dawn Townsend


Phone: (212) 320-7534


Fax: (212) 412-5011


Email: Dawn.Townsend@barclays.com / XraLetterofCredit@barclays.com


 


(iii)      if
to a Lender, to it at its address (or its telecopier number, electronic email address or telephone number) set forth in its Administrative
Questionnaire.


 


Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic
communications to the extent provided in clause (b) below shall be effective as provided in said clause (b).


 


(b)          Electronic
Communications. Notices and other communications to the Agents, the Lenders and the L/C Issuers hereunder may (subject
to Section 10.02(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any
Lender or L/C Issuer pursuant to Article II if such Lender or L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Collateral
Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it (including as set forth in Section 10.02(d)); provided that approval of such
procedures may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement); provided that if such notice 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 for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor.


 


(c)          Change
of Address, etc. Any party hereto may change its address or telecopier number for notices and other communications hereunder
by notice to the other parties hereto. In addition, each Lender agrees to notify the Administrative Agent from time to time to
ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number
and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender.


 




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(d)          Posting.
Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that
it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices,
requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such
communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including
any election of an interest rate or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount
due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv)
is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other
extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”; such
excluded communications the “Excluded Communications”), by transmitting the Communications in an electronic/soft
medium in a format reasonably acceptable to the Administrative Agent at vanessa.kurbatskiy@barclays.com and ltmny@Barclays.com
or at such other e-mail address(es) provided to the Borrower from time to time or in such other form, including hard copy delivery
thereof, as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications
to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including
hard copy delivery thereof, as the Administrative Agent shall require. Nothing in this Section 10.02 shall prejudice the
right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other
Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require. Excluded
Communications shall be delivered to the Administrative Agent by facsimile communication or as the Administrative Agent shall direct.


 


The Communications required
to be delivered pursuant to Section 6.01 may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i), in the case of financial statements and Communications referred to in Sections 6.01(a) and (b)
and Section 6.02 on which such financial statements and/or appropriate disclosures are publicly available as posted on the
Electronic Data Gathering, Analysis and Retrieval system (EDGAR) or any successor filing system of the SEC, (ii) Borrower posts
such documents, or provides a link thereto on the Borrower’s website on the Internet; or (iii) on which such documents are
posted on the Borrower’s behalf on an Internet or Intranet website, if any, to which the Administrative Agent has access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written
request by the Administrative Agent, the Borrower shall deliver copies (which may be electronic) of such documents to the Administrative
Agent until a written request to cease delivering copies is given by the Administrative Agent and (ii) the Borrower shall notify
(which may be by facsimile or electronic mail) the Administrative Agent (and each Lender if there is at the time no incumbent Administrative
Agent) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.
soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies
of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any
such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies
of such documents. Furthermore, if any financial statement, certificate or other information required to be delivered pursuant
to Section 6.01 shall be required to be delivered on any date that is not a Business Day, such financial statement, certificate
or other information may be delivered to the Administrative Agent on the next succeeding Business Day after such date.


 


To the extent consented
to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications
by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications
to the Administrative Agent for purposes of the Loan Documents; provided that the Borrower shall also deliver to the Administrative
Agent an executed original of each Compliance Certificate required to be delivered hereunder.


 




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Each Loan Party further
agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on a Platform.
The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness
of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications.
No warranty of any kind, express, implied or statutory, including, without limitation, 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 in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties
have any liability to the Loan Parties, any Lender, any L/C Issuer, or any other Person for damages of any kind, including direct
or indirect, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative
Agent’s transmission of communications through the Internet, except to the extent the liability of such Person is found in
a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s gross negligence,
bad faith or willful misconduct. Additionally, in no event shall the Administrative Agent or any of its Related Parties have any
liability to the Loan Parties, any Lender, any L/C Issuer, or any other Person for any special, incidental or consequential damages.


 


The Borrower hereby acknowledges
that (i) the Administrative Agent and/or the Lead Arranger will make available to the Lenders and the L/C Issuers materials and/or
information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain
of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information
with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing) (each, a “Public
Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities
that are issued pursuant to a public offering registered with the SEC or in a private placement for resale pursuant to Rule 144A
under the Securities Act of 1933, as amended, or is actively contemplating issuing any such securities: (i) all Borrower Materials
are to be made available to Public Lenders unless clearly and conspicuously marked “Private – Contains Non-Public Information”
which, at a minimum, shall mean that the words “Private – Contains Non-Public Information” shall appear prominently
on the first page thereof; (ii) by not marking Borrower Materials “Private – Contains Non-Public Information,”
the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arranger, the L/C Issuers and the Lenders to
treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its or their
securities for purposes of United States Federal and state securities laws (provided, however, that to the extent
such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (iii) all Borrower
Materials that are marked “Public – Does Not Contain Non-Public Information” are permitted to be made available
through a portion of the Platform designated “Public Investor,” and (iv) the Administrative Agent and the Lead Arranger
shall treat only any Borrower Materials that are marked “Public – Does Not Contain Non-Public Information” as
being suitable for posting on a portion of the Platform designated “Public Investor.”


 


Section 10.03         No
Waiver; Cumulative Remedies. No failure by any Lender or any L/C Issuer or by the Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.


 




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Section 10.04         Expenses;
Indemnity; Damage Waiver.


 


(a)          Costs
and Expenses. The Loan Parties, jointly and severally, agree to pay (i) all reasonable and documented out-of-pocket costs
and expenses incurred by the Administrative Agent, the Collateral Agent and the Lead Arranger and their respective Affiliates (including
the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel for the Administrative Agent and/or
the Collateral Agent and any local counsel reasonably necessary) in connection with the syndication and closing of the Loans provided
for herein, the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents or, with respect
to the Administrative Agent and Collateral Agent, any administration, amendment, amendment and restatement, modification or waiver
of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including
in connection with post-closing searches to confirm that security filings and recordations have been properly made and including
any costs and expenses of the service provider referred to in Section 9.03 and in connection with its the protection
of its rights and remedies (A) in connection with this Agreement and the other Loan Documents, including its rights under this
Section 10.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable
out-of-pocket expenses incurred during any legal proceeding, including any Insolvency or Liquidation Proceeding, and including
in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (ii) all reasonable
and documented out of pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable and documented out of pocket expenses incurred
by the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer (including the reasonable and documented fees,
charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer), in connection
with the enforcement or protection of its rights and remedies (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section 10.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder,
including all such reasonable and documented out-of-pocket expenses incurred during any legal proceeding, including any proceeding
under any Bankruptcy Law, and including in connection with any workout, restructuring or negotiations in respect of such Loans
or Letters of Credit; provided, however, that the Borrower will not be required to pay the fees and expenses of more
than one lead counsel to the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer (plus one local counsel
in each applicable local jurisdiction and one specialty counsel in each applicable specialty) and, in the case of an actual or
potential conflict of interest, one additional counsel per affected party in connection with the enforcement or protection of its
rights and remedies.


 


(b)          Indemnification
by Borrower. The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof),
the Collateral Agent (and any sub-agent thereof), the Lead Arranger, each Lender and each L/C Issuer, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs
(including settlement costs), disbursements and out-of-pocket fees and expenses (including the fees, charges and disbursements
of counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan
Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document,
or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or
the consummation of the transactions contemplated hereby, thereby, or related thereto or, in the case of the Administrative Agent
(and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii)
any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor
a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials
on, at, under or from any property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries at any time,
or any Environmental Liability related in any way to the Borrower or any of its Restricted Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee
is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or a Related Party thereof,
or (y) disputes solely among Indemnitees not involving any act or omission of any Loan Party or any of their respective Related
Parties (other than a dispute against the Administrative Agent, Collateral Agent or any Lead Arranger in their capacities as such);
provided, further, that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than
one counsel (in addition to one special counsel in each specialty area, up to one local counsel in each applicable local jurisdiction
and any additional counsel for an Indemnified Party reasonably deemed appropriate by virtue of potential conflicts of interests
incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry
or investigation) or claim (whether or not any Agent, any Lender or any other such Indemnified Party is a party to any action or
proceeding out of which any such expenses arise)).


 




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(c)          Waiver
of Consequential Damages, Etc. To the full extent permitted by applicable Law, no Loan Party shall assert, and each Loan
Party hereby waives, any claim against any Indemnitee, and each of the Agents, each L/C Issuer and each Lender agrees not to assert
or permit any of their respective subsidiaries to assert any claim against the Borrower or any of its Subsidiaries or any of their
respective directors, officers, employees, attorneys, agents or advisors, on any theory of liability, for special, indirect, consequential
(including, without limitation, any loss of profits, business or anticipated savings) or punitive damages (in each case, as opposed
to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit
or the use of the proceeds thereof (for the avoidance of doubt, nothing in this Section 10.04(c) shall limit any Indemnitee’s
right to indemnification provisions for third party claims as set forth in Section 10.04(b)). No Indemnitee referred to
in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(d)          Payments.
All amounts due under this Section shall be payable not later than thirty days after receipt of invoice in reasonable detail of
such amounts.


 


(e)          Survival.
The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer, the replacement of any
Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Senior Credit Obligations.


 


Section 10.05         Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower or any other Loan Party is made to the Administrative
Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds
of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to
a trustee, receiver or any other party, in connection with any proceeding under any Insolvency or Liquidation Proceeding or otherwise,
then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally
agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to
the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (ii)
of the preceding sentence shall survive the payment in full of the Senior Credit Obligations and the termination of this Agreement.


 




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Section 10.06         Successors
and Assigns.


 


(a)          Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the L/C Issuers, the Swing
Line Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)
to an Eligible Assignee in accordance with the provisions of clause (b) below, (ii) by way of participation in accordance
with the provisions of clause (d) below or (iii) by way of pledge or assignment of a security interest subject to the restrictions
of clause (f) below (and any other attempted assignment or transfer by the Borrower or any Lender shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) below and, to the
extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.


 


(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees, which, for the avoidance of doubt, shall
not include any Disqualified Institution, all or a portion of its rights and obligations under this Agreement (including all or
a portion of its Commitments and the Loans (including for purposes of this clause (b), any Participation Interests in the
Letters of Credit and Swing Line Loans) at the time owing to it); provided, however, that:


 


(i)          except
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans owing to it
or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate
amount of the Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the Revolving
Commitments are not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to
each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall
not be less than $1,000,000 unless each of the Administrative Agent and, so long as no payment or bankruptcy Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; 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 the Borrower has received notice thereof); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single
Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes
of determining whether such minimum amount has been met;


 


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


 




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(iii)        the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in
its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further,
that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved
Funds with respect to any Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire;


 


(iv)        No
such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (iv); and


 


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


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to clause (c) below, from and after the effective date specified in each Assignment
and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b)
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 (d) below.


 


(c)          Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative
Agent’s Office 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 Commitments of, and principal amounts (and related interest amounts) of the Loans and L/C Obligations
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The Register shall record
each transfer of the Loans to a transferee upon written notification by the registered owner of such transfer; provided,
however, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s
Commitments in respect of any Loan. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the
Administrative Agent, the L/C Issuers and the Lenders shall treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition,
the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of
any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower, the L/C Issuers, the Collateral
Agent, the Swing Line Lender and, with respect to its own interest only, any other Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 




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(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the L/C Issuers or the
Swing Line Lender sell participations to any Person (other than a natural Person, the Borrower or any of its Subsidiaries, or any
Disqualified Institution; provided, however, that, participations may be sold to Disqualified Institutions unless
a list of Disqualified Institutions has been made available to all Lenders by or on behalf of the Borrower) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders
and L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement.


 


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 the
Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; 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 clauses (i), (ii) or (iii) of Section 10.01 that directly affects such Participant.
Subject to clause (e) below, the Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.01 or 3.04, and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if
it were a Lender (but, with respect to any particular Participant, to no greater extent than the Lender that sold the participation
to such Participant) and had acquired its interest by assignment pursuant to clause (b) above. To the extent permitted by
Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender (but, with respect
to any particular Participant, to no greater extent than the Lender that sold the participation to such Participant); provided
such Participant agrees to be subject to Section 2.13 as though it were a Lender.


 


Each Lender that sells
a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it
enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s
interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the
identity of any Participant or any information relating to a Participant’s interest in any Commitments, Credit Extensions
or other obligations under any Loan Document) except to the extent that such disclosure is necessary in connection with a Tax audit
or other proceeding to establish that any such Commitment, Credit Extension 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.


 


No participation shall
be or shall be deemed to be a discharge, rescission, extinguishment or substitution of any outstanding Loan and any Loan subject
to a participation shall continue to be the same obligation and not a new obligation.


 




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(e)          Limitations
on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.01 or
3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participation is made with the Borrower’s prior consent.


 


(f)          Certain
Pledges. Any Lender may at any time, without the consent of the Borrower or the Administrative Agent, pledge or assign
a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


(g)          Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of
like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature 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.


 


(h)          Disqualified
Institution Information. Notwithstanding anything herein or in any other Loan Document to the contrary, the Administrative
Agent shall not (i) except to the extent of its own gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final non-appealable judgment) in taking or failing to take any action, be responsible for, have any liability
with respect to, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement
relating to Disqualified Institutions or have any liability with respect to or arising out of any assignment or participation of
Loans or Commitments to any Disqualified Lender and (ii) except to the extent arising out of its gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final non-appealable judgment), have any liability with respect to any
disclosure of confidential information to any Disqualified Institutions.


 


Section 10.07         Treatment
of Certain Information; Confidentiality. Each of the Agents, the Lenders and each L/C Issuer agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors, managing members or managers, counsel, accountants and other
representatives (collectively, “Representatives”) in connection with the transactions contemplated hereby (it
being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority or regulatory
authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case,
the Administrative Agent or such Lender or L/C Issuer, as applicable, shall use reasonable efforts to notify the Borrower prior
to such disclosure to the extent practicable and legally permitted to do so), (c) to the extent required by applicable Laws or
by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder
or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder, (f) to any state, federal or foreign authority or examiner regulating any Lender, (g) (i) any
rating agency, and (ii) subject to an agreement containing provisions substantially the same as those of this Section 10.07,
to (x) any assignee of or Participant (other than any Disqualified Institution; provided, however, that, participations
may be sold to Disqualified Institutions unless a list of Disqualified Institutions has been made available to all Lenders by or
on behalf of the Borrower) in (or their Representatives, it being understood that the Persons to whom such disclosure is made will
be informed of the confidential nature of such Information and instructed to keep such Information confidential), or any prospective
assignee of or Participant in (or their Representatives, it being understood that the Persons to whom such disclosure is made will
be informed of the confidential nature of such Information and instructed to keep such Information confidential) any of its rights
or obligations under this Agreement or (y) any actual or prospective counterparty (or its Representatives, it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential) to any swap or derivative transaction relating to the Borrower and its obligations, (h)
with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of
a breach of this Section and not in breach of any agreement binding on any Person (to the knowledge of such Person) or (y) becomes
available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis
from a source other than the Borrower. For purposes of this Section, “Information” means all information received from
or on behalf of the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective
businesses or Affiliates, other than any such information that is available to the Administrative Agent, any Lender or any L/C
Issuer on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries. Any Person required to maintain
the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord
to its own confidential information.


 




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Section 10.08         Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer, and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the full extent permitted by applicable Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the
credit or the account of the Borrower or any other Loan Party against any and all of the then due and owing obligations of the
Borrower or such Loan Party, as applicable, now or hereafter existing under this Agreement or any other Loan Document to such Lender
or L/C Issuer, irrespective of whether or not such Lender or L/C Issuer shall have made any demand under this Agreement or any
other Loan Document or (x) such obligations may be contingent or unmatured or (y) are owed to a branch or office of such Lender
or L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that
in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over
immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Senior Credit Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff. The rights of each Lender and L/C Issuer and their respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have.
Each Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application;
provided that the failure to give such notice shall not affect the validity of such setoff and application.


 


Section 10.09         Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be
paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.
In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense,
fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Senior Credit Obligations
hereunder.


 




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Section 10.10         Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and 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; provided that, notwithstanding anything contained herein, the Fee
Letter shall survive the Closing Date. Except as provided in Section 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.


 


Section 10.11         Survival
of Agreement. 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 Agents, the L/C Issuers or any Lender may have had notice or knowledge of any
Default, Event of Default, or incorrect representation or warranty at the time of any Credit Extension, and shall continue in full
force and effect until the Discharge of Senior Credit Obligations (other than contingent indemnification obligations). The provisions
of Sections 2.14, 3.01, 3.04, 3.05, 10.04, and Sections 10.10 through 10.15 shall
survive and remain in full force and effect regardless of the repayment of the Loans, the payment of the Reimbursement Obligations,
the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision
hereof.


 


Section 10.12         Severability.
Any provision of this Agreement 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 hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the
extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Bankruptcy
Laws, as determined in good faith by the Administrative Agent, the L/C Issuers or the Swing Line Lender, as applicable, then such
provisions shall be deemed to be in effect only to the extent not so limited.


 


Section 10.13         Governing
Law; Jurisdiction; Service of Process; Waiver of Jury Trial.


 


(a)          Governing
Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other
Loan Document, as expressly set forth therein), and the transactions contemplated hereby and thereby shall be governed by, and
construed in accordance with, the Law of the State of New York.


 




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(b)          Submission
to Jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally
submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may
be heard and determined in such New York State court or, to the full extent permitted by applicable Law, in such Federal court.
Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or
in any other Loan Document shall affect any right that the Administrative Agent, any Lender or any L/C Issuer may otherwise have
to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties
in the courts of any jurisdiction.


 


(c)          Waiver
of Venue. Each party hereby irrevocably and unconditionally waives, to the full extent permitted by applicable Laws, 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 Section 10.13(b). Each of the parties hereto hereby
irrevocably waives, to the full extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.


 


(d)          Service
of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or
relating to any Loan Document, in the manner provided for notices (other than telecopier) in Section 10.02. Nothing in this
Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by
applicable Laws.


 


(e)          Waiver
of Jury Trial. Each party hereby waives, to the full extent permitted by applicable Laws, 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 (whether based on contract, tort or any other theory). Each party hereto (a) certifies that
no representative, agent or 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 10.13.


 


Section 10.14         PATRIOT
Act. Each Lender that is subject to the U.S. Patriot Act and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrower and the other Loan Parties that pursuant to the requirements of the PATRIOT Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”)), it is required to obtain, verify
and record information that identifies the Borrower and the other Loan Parties, which information includes the name, address and
tax identification number of each Loan Party and other information regarding the Borrower and the other Loan Parties that will
allow such Lender or the Administrative Agent, as applicable, to identify each such Loan Party in accordance with the Patriot Act.
This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Lenders and the Administrative
Agent.


 




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Section 10.15         No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Borrower
acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder
and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its
Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent, the Lead Arranger and the Lenders, on the other
hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of
the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof
or thereof); (ii) in connection with the process leading to such transaction, the Administrative Agent, the Collateral Agent and
the Lead Arranger are and have been acting solely as a principal and are not the agent or fiduciary for the Borrower or any of
its Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent, the Collateral
Agent nor the Lead Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower
with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment,
waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Collateral
Agent or the Lead Arranger has advised or is currently advising the Borrower or any of its Affiliates on other matters) and neither
the Administrative Agent, the Collateral Agent nor the Lead Arranger has any obligation to the Borrower or any of its Affiliates
with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents; (iv) the Administrative Agent, the Collateral Agent and the Lead Arranger 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 neither
the Administrative Agent, the Collateral Agent nor the Lead Arranger has any obligation to disclose any of such interests by virtue
of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent, the Collateral Agent and the Lead Arranger
have not provided and will not provide any legal, accounting, regulatory or Tax advice with respect to any of the transactions
contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower
has consulted its own legal, accounting, regulatory and Tax advisors to the extent it has deemed appropriate. The Borrower hereby
waives and releases, to the full extent permitted by law, any claims that it may have against the Administrative Agent, the Collateral
Agent and the Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty.


 


Section 10.16         No
Novation; Amendment and Restatement. This Agreement does not constitute a novation of the obligations and liabilities existing
under the Existing Credit Agreement and the other Existing Loan Documents or evidence payment of all of such obligations and liabilities.
This Agreement amends and restates the Existing Credit Agreement in its entirety.


 


[Signature Pages Follow]


 




    	 	159	 



     


    

  


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


 


	 	Albany Molecular Research, Inc., as the Borrower
	 	 	 
	 	By:	/s/ Felicia I. Ladin
	 	 	Name:  Felicia I. Ladin
	 	 	Title:  Chief Financial Officer


 


[Signature Page to Credit Agreement]


 




     


     


    

  


	 	BARCLAYS BANK PLC, as a L/C Issuer, Swing Line Lender and a Lender
	 	 	 	 
	 	By:	/s/ Vanessa A. Kurbatskiy
	 	 	Name:	Vanessa A. Kurbatskiy
	 	 	Title:	Vice President
	 	 	 	 
	 	BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent
	 	 	 	 
	 	By:	/s/ Vanessa A. Kurbatskiy
	 	 	Name:	Vanessa A. Kurbatskiy
	 	 	Title:	Vice President


 


[Signature Page to Credit Agreement]