Exhibit 10.2


 


EXECUTION
COPY


 


SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of January 25, 2021, by and among
(i) BENTLEY SYSTEMS, INCORPORATED (the “Borrower”), (ii) BENTLEY SOFTWARE, INC., BENTLEY
SYSTEMS INTERNATIONAL HOLDINGS, INC., DIGITAL WATER WORKS, INC., CITILABS, INC., and COHESIVE SOLUTIONS, LLC (collectively,
the “Subsidiary Loan Parties”; together with the Borrower, collectively, the “Loan Parties”),
(iii) the Lenders party on the date hereof to the Existing Credit Agreement (as defined below) and listed on the signature
pages hereto as a “Continuing Lender” (collectively, the “Continuing Lenders”), (iv) the
Lender(s) party on the date hereof to the Existing Credit Agreement and listed on the signature pages hereto as a “Departing
Lender” (collectively, the “Departing Lenders”; together with the Continuing Lenders, the “Existing
Lenders”), (v) the new lenders joining the Existing Credit Agreement on the date hereof (the “New Lenders”
and together with the Continuing Lenders, collectively, the “Lenders”) and (vi) PNC BANK, NATIONAL ASSOCIATION,
as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used
but not defined herein shall have the meanings assigned thereto in the Amended Credit Agreement referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the
Borrower, the Existing Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement, dated as of
December 19, 2017 (as heretofore amended, supplemented, or otherwise modified, the “Existing Credit Agreement”;
the Existing Credit Agreement, as amended, restated, supplemented or otherwise modified by this Second Amendment and as may be
further amended, restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”);


 


WHEREAS, the
Loan Parties have requested that the New Lenders join the Existing Credit Agreement as Lenders;


 


WHEREAS, the
Departing Lenders have agreed to be replaced as Lenders;


 


WHEREAS, the
Loan Parties have requested that the Lenders (a) increase the aggregate Revolving Commitments to $850,000,000, (b) extend
the Maturity Date, and (c) make certain other amendments to the Existing Credit Agreement as set forth herein; and


 


WHEREAS, the
Administrative Agent, the Continuing Lenders and the New Lenders have agreed to the above requests on and subject to the terms
and conditions hereof and each Departing Lender has agreed to execute its signature page hereto solely as a Departing Lender
in acceptance of the termination of its commitment and obligations under the Existing Credit Agreement as a “Lender”
(as defined in the Existing Credit Agreement) thereunder, and not as a Lender party to the Amended Credit Agreement, as described
in further detail in its signature page.


 






     


     


    

 


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


 


1.            Credit
Agreement Amendments. Effective upon the Second Amendment Effective Date, the Existing Credit Agreement shall be
amended to delete the stricken text (indicated textually in the same manner as the following example: stricken
text) and to add the underlined text (indicated textually in the same manner as the following example: underlined
text) as set forth in the Credit Agreement attached hereto as Exhibit A, except that any Schedule, Exhibit or
other attachment to the Existing Credit Agreement not amended pursuant to the terms of this Amendment or otherwise included as
part of said Exhibit A shall remain in effect without any amendment or other modification thereto. On the Second Amendment
Effective Date, Exhibit D (Compliance Certificate) to the Credit Agreement shall be amended and restated to read as set forth
on Exhibit B attached hereto.


 


2.            Second
Amendment Documents.  The Borrower shall execute and deliver to the Administrative Agent on the Second Amendment
Effective Date (a)(i) for each Continuing Lender whose Revolving Commitment is changing, an amended and restated revolving
note and (ii) for each New Lender, a revolving note, in each case, in an amount equal to the amount of such Lender’s
Revolving Commitment after giving effect to this Amendment (the revolving notes referred to in clauses (i) and (ii) being
collectively referred to as the “Revolving Notes” and each as a “Revolving Note”), (b) an
amended and restated swingline note and an amended and restated optional currency swingline note, each in favor of PNC, as the
Swingline Lender (each, a “Swingline Note” and together with the Revolving Notes, collectively, the “New
Notes”). The Loan Parties shall, and shall cause such other Persons party thereto to, execute and deliver to the Administrative
Agent on the Second Amendment Effective Date a reaffirmation agreement (the “Reaffirmation Agreement”). This
Amendment, together with the New Notes, and the Reaffirmation Agreement, are collectively referred to herein as the “Second
Amendment Documents” and individually as a “Second Amendment Document”.


 


3.            New
Lenders. Each New Lender (i) confirms that a copy of the Amended Credit Agreement and the other applicable
Loan Documents, together with copies of the financial statements referred to therein and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment and provide a Revolving
Credit Commitment, have been made available to such New Lender, (ii) agrees that it will, independently and without reliance
upon the Administrative Agent, any other agent or arranger listed on the cover page to the Amended Credit Agreement or any
other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Amended Credit Agreement and the other Loan Documents, including this Second
Amendment and the Second Amendment Documents, (iii) appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated
to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (iv) acknowledges
and agrees that effective on and as the Second Amendment Effective Date, such New Lender shall be a “Lender” under,
and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms
thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.


 








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4.            Second
Amendment Effective Date Reallocations; Treatment of Outstanding Loans and Letters of Credit.


 


(a)            On
the Second Amendment Effective Date (i) all “Revolving Loans” (as defined in the Existing Credit Agreement) made
under the Existing Credit Agreement which are outstanding on the Second Amendment Effective Date shall continue as Revolving Loans
under (and shall be governed by the terms of) the Amended Credit Agreement and shall either have the same Interest Periods as in
effect under the Existing Credit Agreement or an Interest Period of one Month as determined by the Administrative Agent in consultation
with the Borrower, (ii) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement
which remain outstanding on the Second Amendment Effective Date shall continue as Letters of Credit under (and shall be governed
by the terms of) the Amended Credit Agreement, (iii) each Departing Lender’s outstanding “Loans” under (and
as defined in) the Existing Credit Agreement as of the Second Amendment Effective Date shall be repaid in full in cash in immediately
available funds (accompanied by any accrued and unpaid interest and fees thereon and any other amounts or liabilities owing to
each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Commitment” under and as
defined in the Existing Credit Agreement shall be terminated and be of no further force and effect, each Departing Lender shall
not be a Lender for any purpose under the Amended Credit Agreement and the other Loan Documents (provided that each Departing Lender
shall retain its respective rights as a “Lender” under the Existing Credit Agreement to expense reimbursement and indemnification
pursuant to, and in accordance with, the terms of the Existing Credit Agreement), and such Departing Lender shall be released from
any obligation or liability under the Existing Credit Agreement, (iv) all obligations constituting “Obligations”
or “Secured Obligations” under and as defined in the Existing Credit Agreement or any Loan Document with any Lender
(but not any Departing Lender or Affiliate of a Departing Lender) which are outstanding on the Second Amendment Effective Date
and are not being paid on such date shall continue as Obligations or Secured Obligations, as applicable, under Amended Credit Agreement
and the other Loan Documents, (v) the Administrative Agent shall make such reallocations, sales, assignments or other relevant
actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order
that such Lender’s pro rata share of the outstanding Loans hereunder reflect such Lender’s pro rata share of the outstanding
aggregate Loans on the Second Amendment Effective Date based on its Applicable Percentage, and (vi) the Borrower shall compensate
each Departing Lender for any and all losses, costs and expenses incurred by such Departing Lender in connection with the repayment
of any “Eurocurrency Loans” (as defined in the Existing Credit Agreement), in each case on the terms and in the manner
set forth in Section 2.16 of the Existing Credit Agreement, provided, however, that, for the avoidance of doubt, each Continuing
Lender under this Amendment agrees to waive any right to compensation under Section 2.16 in connection with the reallocation
and transactions described above. Without limiting the foregoing, the parties hereto (including, without limitation, each Departing
Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgments and agreements set forth
in this Section 4, and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements
or modifications to the Existing Credit Agreement or the Loan Documents.


 






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(b)            On
the Second Amendment Effective Date, each Lender (i) shall be deemed to have purchased a participation in each outstanding
Letter of Credit in accordance with its Applicable Percentage and (ii) to the extent necessary, each Lender (including each
New Lender) shall fund Revolving Loans (or receive payment of its “Revolving Loans”, as defined in the Existing Credit
Agreement) such that the Revolving Loans of each of the Lenders on the Second Amendment Effective Date are equal to its Applicable
Percentage of the Revolving Loans of all of the Lenders outstanding on the Second Amendment Effective Date. The requirements under
Section 9.04 of the Existing Credit Agreement and requirements in respect of minimum borrowing, pro rata borrowing and pro
rata payment requirements contained elsewhere in the Amended Credit Agreement shall not apply to the transactions effect pursuant
to this Section 4.


 


(c)            As
described in more detail in Section 11 hereof, it is the express intent of the parties hereto that the Amended Credit Agreement
is entered into not in substitution for, and not in payment of, the obligations of the Borrower under the Existing Credit Agreement
and is in no way intended to constitute a novation of any of the Borrower’s indebtedness which was evidenced by the Existing
Credit Agreement or any of the other Loan Documents.


 


5.            Representations
and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment and to
amend the Existing Credit Agreement in the manner provided herein, each Loan Party hereby represents and warrants to each Lender
and the Administrative Agent that the following statements are true and correct:


 


(a)            There
exists no Default or Event of Default under (i) the Existing Credit Agreement immediately before giving effect to this Amendment
or (ii) the Amended Credit Agreement immediately after giving effect to this Amendment;


 


(b)            Immediately
before and after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in the Loan Documents
are true and correct (i) in the case of representations and warranties qualified as to materiality, in all respects and (ii) otherwise,
in all material respects, in each case on and as of the date hereof, except in the case of any such representation and warranty
that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct in the case
of such representation and warranty qualified by materiality, in all respects, and otherwise in all material respects on and as
of such prior date.


 


(c)            The
execution and delivery of this Amendment and each other Second Amendment Document by each Loan Party party hereto or thereto and
the performance by the Loan Parties of this Amendment, the other Second Amendment Documents and the other Loan Documents (as amended
by this Amendment) (i) has been duly authorized by all necessary corporate or other organizational action on behalf the Loan
Parties and (ii) will not, except as permitted under the Amended Credit Agreement, result in or require the creation or imposition
of any Lien upon the properties or assets of any Loan Party;


 


(d)            This
Amendment, the other Second Amendment Documents and the other Loan Documents (as amended by this Amendment) constitute the legal,
valid and binding obligation of each Loan Party party hereto or thereto, enforceable against such Loan Party in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and to general principles of equity, regardless whether considered in a proceeding in equity or at law;


 






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(e)            No
consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority
or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment and the
other Second Amendment Documents (except for those which have been obtained on or prior to the date hereof); and


 


(f)            Each
Loan Party will receive direct and indirect benefits as a result of this Amendment becoming effective and the consummation of the
transactions contemplated hereby.


 


6.            Conditions
Precedent. This Amendment shall become effective on the date (such date, the “Second Amendment Effective
Date”) when each of the following conditions precedent is satisfied:


 


(a)            The
Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Subsidiary
Loan Parties, the Administrative Agent, the Continuing Lenders, the New Lenders and the Departing Lenders, (ii) counterparts
of the Reaffirmation Agreement duly executed by the Borrower, the Subsidiary Loan Parties and the Administrative Agent, and (iii) the
New Notes, each duly executed by the Borrower in favor of the applicable Revolving Lender or Swingline Lender;


 


(b)            The
Administrative Agent (or its counsel) shall have received:


 


(i)            (A) one
or more duly executed certificates of the Secretary or an Assistant Secretary of the Borrower and each Loan Party, as the case
may be, dated the Second Amendment Effective Date substantially in the form of the certificate(s) delivered pursuant to Section 4.01(b),
(c), (n) and (o) of the Existing Credit Agreement attaching (to the extent applicable) the documents referred to therein
and containing an incumbency certificate containing the name and signature of any Person executing this Amendment or any other
Second Amendment Document on behalf of a Loan Party, (B) a certification of another officer as to the incumbency and specimen
signature of the secretary executing the certificate pursuant to clause (A) above and (C) a certificate as of a recent
date as to the good standing of each Loan Party from the Secretary of State of its jurisdiction of organization;


 


(ii)           A
duly executed certificate of a Financial Officer of the Borrower dated the Second Amendment Effective Date certifying that:


 


		(1)	after giving effect to the provisions hereof the representations and warranties of the Borrower
set forth in this Amendment and the other Loan Documents are true and correct (A) in the case of the representations and warranties
qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of the Second
Amendment Effective Date;



 






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		(2)	each of the conditions in Section 4.02 of the Amended Credit Agreement has been satisfied
as of the Second Amendment Effective Date;



 


		(3)	no Default or Event of Default shall exist on the Second Amendment Effective Date both before and
after giving effect to this Amendment; and



 


		(4)	no consents, licenses or approvals are required in connection with the execution, delivery and
performance by the Borrower and the other Loan Parties, and the validity against the Borrower and the other Loan Parties, of this
Amendment and the other Second Amendment Documents to which they are a party.



 


(iii)          A
Compliance Certificate duly executed by a Financial Officer of the Borrower demonstrating that the Borrower shall be in compliance
with the covenants set forth in Sections 6.12 and 6.13 of the Amended Credit Agreement on a pro forma basis giving effect to this
Amendment and the Approved Convertible Debt issued on or about the Second Amendment Effective Date, together with supporting calculations
(including the calculation of the Applicable Rate);


 


(iv)         A
duly executed certificate of a Financial Officer of the Borrower dated the Second Amendment Effective Date certifying the solvency
of the Loan Parties on a consolidated basis;


 


(v)          A
completed and duly executed perfection certificate of a Financial Officer of the Borrower dated the Second Amendment Effective
Date, together with all attachments contemplated thereby;


 


(vi)         A
written opinion of Faegre Drinker Biddle & Reath LLP, dated the Second Amendment Effective Date, reasonably acceptable
to the Administrative Agent; and


 


(vii)        All
 “Loans” (as defined in the Existing Credit Agreement) of the Departing Lenders outstanding under the Existing Credit
Agreement as of the Second Amendment Effective Date, including any accrued interest thereon, and all other fees owed to the Departing
Lenders under the Existing Credit Agreement, shall have been paid in full;


 


(c)            The
Administrative Agent shall have received such Lien searches with respect to the Loan Parties requested by the Administrative Agent,
the results of which are in form and substance satisfactory to the Administrative Agent;


 


(d)            The
Borrower shall have paid such fees as shall have been agreed;


 






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(e)            The
Administrative Agent shall have received evidence of insurance, in form and substance reasonably satisfactory to the Administrative
Agent and its counsel naming the Administrative Agent, in its capacity as such, as additional insured and lender loss payee;


 


(f)            The
Administrative Agent shall have received such documentation, in form and substance acceptable to the Administrative Agent and each
Lender, and other information requested by the Administrative Agent or any Lender in connection with applicable “know your
customer” and anti-money laundering rules and regulations, including the USA Patriot Act;


 


(g)            The
Administrative Agent shall have received, to the extent invoiced, reimbursement of all fees and expenses of counsel to the Administrative
Agent required to be paid or reimbursed by the Borrower hereunder; and


 


(h)            The
Administrative Agent shall have received such other documents, resolutions, certificates and opinions as the Administrative Agent
or its counsel may have requested, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.


 


7.            Affirmations
and Reaffirmations. (a) Each of the Loan Parties hereby (i) ratifies and affirms all the provisions of
the Existing Credit Agreement and the other Loan Documents as amended hereby, including the Amended Credit Agreement, (ii) agrees
that the terms and conditions of the Existing Credit Agreement and the other Loan Documents shall continue in full force and effect
as amended hereby (including the Amended Credit Agreement) and that all of its obligations thereunder are valid and enforceable
and shall not be impaired or limited by the execution or effectiveness of this Amendment or any other documents or instruments
executed in connection herewith and (iii) acknowledges and agrees that it has no defense, set-off, counterclaim or challenge
against the payment of any sums currently owing under the Amended Credit Agreement and the other Loan Documents or the enforcement
of any of the terms or conditions thereof and agrees to be bound thereby and perform thereunder.


 


(b)            Each
Loan Party hereby (i) acknowledges and agrees that the Liens and security interests granted to the Administrative Agent for
the benefit of the Secured Parties under the Security Documents are in full force and effect, constitute valid and perfected Liens
and security interests on the Collateral having priority over all other Liens and security interests on the Collateral, except
to the extent permitted under the Amended Credit Agreement and the other Loan Documents, and are enforceable in accordance with
the terms of the applicable Security Documents (including, without limitation, the Collateral Agreement and the IP Security Agreements),
and will continue to secure the Secured Obligations, including the obligations under the Amended Credit Agreement and the other
Loan Documents, (ii) reaffirms all of its obligations owing to the Administrative Agent and the Lenders under the Security
Documents and (iii) acknowledges and agrees that the Security Documents shall continue to constitute a legal, valid and binding
obligation of such Loan Party, enforceable in accordance with their terms.


 






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(c)            Each
Loan Party (other than the Borrower) hereby (i) confirms and ratifies that all of its obligations as a Guarantor shall continue
in full force and effect for the benefit of the Administrative Agent and the Secured Parties with respect to the Secured Obligations,
including the obligations under the Amended Credit Agreement and the other Loan Documents and (ii) hereby irrevocably and
unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the
due and punctual payment and performance of the Secured Obligations.


 


8.            Limited
Effect. Except as expressly modified hereby, the Existing Credit Agreement and the other Loan Documents shall continue
to be, and shall remain, unaltered and in full force and effect in accordance with their terms.


 


9.            Integration.
This Amendment constitutes the sole agreement of the parties with respect to the transactions contemplated hereby and shall
supersede all oral negotiations and the terms of prior writings with respect thereto. From and after the Second Amendment Effective
Date, all references in the Credit Agreement and each of the other Loan Documents to the “Credit Agreement” shall
be deemed to be references to the Amended Credit Agreement. This Amendment and each of the Second Amendment Documents shall constitute
a Loan Document for all purposes under the Amended Credit Agreement and each of the other Loan Documents.


 


10.          Severability.
Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


11.          No
Novation. It is the intention of the parties hereto that this Amendment (including Exhibit A hereto) shall
not constitute a termination of the Existing Credit Agreement, nor shall it extinguish the obligations for the payment of any
Secured Obligations and/or any amounts due under the Existing Credit Agreement, or discharge or release (a) the performance
of any party or (b) the attachment, creation or priority of any security interest or other Lien granted under the Collateral
Agreement or any other Security Document (including the IP Security Agreements). It is the intention of the parties hereto that
nothing herein contained or in the Amended Credit Agreement shall be construed as a substitution, novation, release or discharge
of (a) any of the Loans or other obligations outstanding under the Existing Credit Agreement or (b) any of the Secured
Obligations outstanding under the Collateral Agreement, each of which shall remain in full force and effect, except to any extent
modified hereby or by the Credit Agreement attached hereto. It is the intention of the parties hereto that all such security interests
and Liens granted under the Collateral Agreement and the other Loan Documents (including the security interests and Liens granted
under the Collateral Agreement and the IP Security Agreements) shall continue in full force and effect as amended, supplemented
or otherwise modified herein.


 


12.            Miscellaneous.


 


(a)            Expenses.
The Loan Parties, jointly and severally agree to pay all of the Administrative Agent’s reasonable out-of-pocket fees and
expenses incurred in connection with this Amendment, the other Second Amendment Documents and the transactions contemplated hereby
or thereby, including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent.


 






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(b)            GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF.


 


(c)            Successor
and Assigns. This Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors
and assigns.


 


(d)            Counterparts.
This Amendment may be executed in one or more counterparts, each of which counterparts when executed and delivered shall be deemed
to be an original, and all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile, pdf or other electronic transmission will be effective as delivery of a manually executed
counterpart hereof.


 


(e)            Headings.
The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.


 


(f)            Modifications.
No modification hereof or any agreement referred to herein shall be binding or enforceable
unless in writing and signed on behalf of the party against whom enforcement is sought.


 


[SIGNATURES FOLLOW]


 






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


 





	BORROWER:	BENTLEY
SYSTEMS, INCORPORATED
	 	 
	 	 
	 	By:	/s/ David Hollister
	 	 	Name:  David Hollister
	 	 	Title:    Chief Financial Officer



 





	SUBSIDIARY LOAN PARTIES:	BENTLEY SOFTWARE, INC.
	 	BENTLEY SYSTEMS INTERNATIONAL
	 	HOLDINGS, INC.
	 	DIGITAL WATER WORKS, INC.
	 	CITILABS, INC.
	 	COHESIVE SOLUTIONS, LLC
	 	 
	 	 
	 	By:	/s/ David Hollister
	 	 	Name:  David Hollister
	 	 	Title:    Authorized Officer



 


[Signature Page to Second
Amendment]


 






     


     


    

 





	ADMINISTRATIVE AGENT:	PNC
BANK, NATIONAL ASSOCIATION, as
	 	Administrative Agent
	 	 
	 	 
	 	By:	 /s/ Michael P. Dungan
	 	 	Name:  Michael P. Dungan
	 	 	Title:    Vice President



 


[Signature Page to
Second Amendment]


 






     


     


    

 





	CONTINUING LENDER:	PNC
BANK, NATIONAL ASSOCIATION, as
	 	Swingline Lender and a Lender
	 	 
	 	 
	 	By:	 /s/ Michael P. Dungan
	 	 	Name:  Michael P. Dungan
	 	 	Title:    Vice President



 


[Signature Page to
Second Amendment]


 



     


     


    




 





	CONTINUING LENDER:	BANK OF AMERICA, N.A.
	 	 
	 	 
	 	By:	/s/ Richard R. Powell
	 	 	Name:  Richard R. Powell
	 	 	Title:    Senior Vice President



 


[Signature Page to
Second Amendment]


 






     


     


    

 





	CONTINUING LENDER:	TD
BANK, N.A.
	 	 
	 	 
	 	By:	/s/ Craig Welch
	 	 	Name:  Craig Welch
	 	 	Title:    Senior Vice President



 


[Signature
Page to Second Amendment]


 









     


    





 


	CONTINUING LENDER:	HSBC BANK USA, National Association




 


	 	By:	/s/ Chris Burns
	 	 	Name:	Chris Burns
	 	 	Title:	Senior Vice President



 


[Signature
Page to Second Amendment]


 









     


     


    

 


	CONTINUING LENDER:	MANUFACTURERS AND TRADERS TRUST COMPANY




 


	 	By:	/s/ William Musselman
	 	 	Name:	William Musselman
	 	 	Title:	Vice President



 


[Signature Page to
Second Amendment]


 






     


     


    

 


	CONTINUING LENDER:	WILMINGTON SAVINGS FUND SOCIETY, FSB




 


	 	By:	/s/ Andrea Ferrara
	 	 	Name:	Andrea Ferrara
	 	 	Title:	Vice President



 


[Signature Page to
Second Amendment]


 







     


     


    

 


	NEW LENDER:	KEYBANK NATIONAL ASSOCIATION




 


	 	By: 	/s/ Geoff Smith
	 	 	Name:	Geoff Smith
	 	 	Title:	Senior Vice President



 


[Signature Page to
Second Amendment]


 






     


     


    

 


	NEW LENDER:	MIZUHO BANK, LTD.




 


	 	By: 	/s/ Tracy Rahn
	 	 	Name:	Tracy Rahn
	 	 	Title:	Executive Director



 





[Signature Page to Second Amendment]


 







     


     


    

 


	NEW LENDER:	PEOPLE’S UNITED BANK, N.A.




 


	 	By: 	/s/ Donna J. Emhart
	 	 	Name:	Donna J. Emhart
	 	 	Title:	Senior Vice President



 


[Signature Page to Second Amendment]


 









     


     


    

 


SIGNATURE PAGE TO

THE SECOND AMENDMENT TO THE AMENDED AND RESTATED

CREDIT AGREEMENT OF BENTLEY SYSTEMS INCORPORATED


 


The undersigned is
executing this signature page solely as a Departing Lender in its acceptance of the termination of its commitments and obligations
under the Existing Credit Agreement as a “Lender” thereunder, and not as a Lender party to the Amended Credit Agreement.
The undersigned hereby acknowledges that the Existing Credit Agreement is being amended pursuant to the Second Amendment to which
this signature page is attached and the undersigned shall not constitute a party to said Second Amendment as Lender other
than as a Departing Lender for purposes of effectuating the amendments to the Existing Credit Agreement contemplated by the Second
Amendment.


 


	 	CITIZENS BANK, N.A. 

as a Departing Lender
	 	 	 
	 	By:	/s/ Pamela Hansen






	 	Name:	Pamela Hansen
	 	Title:	  SVP






 


[Signature Page to Second Amendment]


 









     


     


    

 


SIGNATURE PAGE TO

THE SECOND AMENDMENT TO THE AMENDED AND RESTATED

CREDIT AGREEMENT OF BENTLEY SYSTEMS INCORPORATED


 


The undersigned is
executing this signature page solely as a Departing Lender in its acceptance of the termination of its commitments and obligations
under the Existing Credit Agreement as a “Lender” thereunder, and not as a Lender party to the Amended Credit Agreement.
The undersigned hereby acknowledges that the Existing Credit Agreement is being amended pursuant to the Second Amendment to which
this signature page is attached and the undersigned shall not constitute a party to said Second Amendment as Lender other
than as a Departing Lender for purposes of effectuating the amendments to the Existing Credit Agreement contemplated by the Second
Amendment.


 


	 	WELLS FARGO CAPITAL FINANCE, LLC 

as a Departing Lender
	 	 
	 	 	 
	 	By: 	/s/ Tiffany Ormon






	 	Name:	Tiffany Ormon
	 	Title:	  Managing Director



 


[Signature Page to Second Amendment]


 






     


     


    

 


SIGNATURE PAGE TO

THE SECOND AMENDMENT TO THE AMENDED AND RESTATED

CREDIT AGREEMENT OF BENTLEY SYSTEMS INCORPORATED


 


The undersigned is
executing this signature page solely as a Departing Lender in its acceptance of the termination of its commitments and obligations
under the Existing Credit Agreement as a “Lender” thereunder, and not as a Lender party to the Amended Credit Agreement.
The undersigned hereby acknowledges that the Existing Credit Agreement is being amended pursuant to the Second Amendment to which
this signature page is attached and the undersigned shall not constitute a party to said Second Amendment as Lender other
than as a Departing Lender for purposes of effectuating the amendments to the Existing Credit Agreement contemplated by the Second
Amendment.


 


	 	JPMORGAN CHASE BANK, N.A.

                    as a Departing Lender

	 	 
	 	 	 
	 	By: 	/s/ Maria Riaz






	 	Name: 	Maria Riaz
	 	Title:	  Vice President



 


[Signature Page to Second Amendment]


 






     


     


    

 


EXHIBIT A


 


Conformed Credit Agreement


 


CONFORMED EXECUTION COPY THROUGH THE FIRSTSECOND


AMENDMENT DATED AS OF SEPTEMBERJANUARY
25, 20201


 


CUSIP No. 08265UAC0


 





 



 


PNC BANK, NATIONAL ASSOCIATION


 


AMENDED AND RESTATED

CREDIT AGREEMENT


 


dated as of


 


December 19, 2017,


 


among


 


BENTLEY SYSTEMS, INCORPORATED,


 


The LENDERS Party Hereto


 


and


 


PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent


 





 



 


PNC CAPITAL MARKETS LLC,

CITIZENS BANK, N.A., BofA SECURITIES, INC. and

WELLS FARGO CAPITAL FINANCETD SECURITIES (USA),
LLC, 

as Joint Lead Arrangers and Joint Bookrunners


 


WELLS FARGO CAPITAL
FINANCE, LLC and

CITIZENS BANK, N.A.

as Syndication Agents


 


BANK OF AMERICA, N.A. and

TD BANK, N.A.,

as Syndication Agents


 


KEYBANK
NATIONAL ASSOCIATION, MIZUHO BANK, LTD. and HSBC 

BANK USA, NATIONAL ASSOCIATION

as Documentation Agents


 





 



 






     


     


    

 


	 	Table of ContentsTABLE OF CONTENTS	 
	 	 	Page
	ARTICLE I Definitions	2
	 	SECTION 1.01. Defined Terms	2
	 	SECTION 1.02. Classification of Loans and Borrowings	424
	 	SECTION 1.03. Terms Generally	425
	 	SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations	425
	 	SECTION 1.05. Currency Calculations	436
	 	SECTION 1.06. Amendment and Restatement of Existing Credit Agreement	447
	 	SECTION 1.07. Divisions	458
	 	SECTION 1.08. Euro-Rate Notification	458
	 	 	 
	ARTICLE II The Credits	458
	 	SECTION 2.01. Commitments	458
	 	SECTION 2.02. Loans and Borrowings	469
	 	SECTION 2.03. Requests for Borrowings	469
	 	SECTION 2.04. Swingline Loans	570
	 	SECTION 2.05. Letters of Credit	525
	 	SECTION 2.06. Funding of Borrowings	670
	 	SECTION 2.07. Interest Elections	681
	 	SECTION 2.08. Termination and Reduction of Commitments	5962
	 	SECTION 2.09. Repayment of Loans; Evidence of Debt	603
	 	SECTION 2.10. Amortization of Term Loans	603
	 	SECTION 2.11. Prepayment of Loans	614
	 	SECTION 2.12. Fees	625
	 	SECTION 2.13. Interest	636
	 	SECTION 2.14. Alternate Rate of Interest	648
	 	SECTION 2.15. Increased Costs	760
	 	SECTION 2.16. Break Funding Payments	71
	 	SECTION 2.17. Taxes	782
	 	SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs	75
	 	SECTION 2.19. Mitigation Obligations; Replacement of Lenders	737
	 	SECTION 2.20. Defaulting Lenders	78
	 	SECTION 2.21. Incremental Revolving Commitments	860
	 	SECTION 2.22. Loan Modification Offers	882
	 	SECTION 2.23. Additional Reserve Requirements for Optional Currency Swingline Loans; Computation Dates; Misc	7983
	 	SECTION 2.24. Optional Currency Not Available	85
	 	SECTION 2.25. Currency Repayments	86
	 	SECTION 2.26. Optional Currency Amounts	86
	 	SECTION 2.27. Additional Mandatory Prepayments and Commitment Reductions	87
	 	SECTION 2.28. Interbank Market Presumption	837
	 	SECTION 2.29. Judgment Currency	87
	 	SECTION 2.30. Benchmark Replacement Setting	88



 






     i


     


    

 


	ARTICLE III Representations and Warranties	8496
	 	 	    
	 	SECTION 3.01. Organization; Powers	8496
	 	SECTION 3.02. Authorization; Enforceability	8496
	 	SECTION 3.03. Governmental Approvals; Absence of Conflicts	8597
	 	SECTION 3.04. Financial Condition; No Material Adverse Change	8597
	 	SECTION 3.05. Properties	8697
	 	SECTION 3.06. Intellectual Property	8698
	 	SECTION 3.07. Litigation and Environmental Matters	8698
	 	SECTION 3.08. Compliance with Laws and Agreements; No Default	8698
	 	SECTION 3.09. Investment Company Status	8799
	 	SECTION 3.10. Taxes	8799
	 	SECTION 3.11. ERISA	8799
	 	SECTION 3.12. Subsidiaries and Joint Ventures; Equity Interests in the Borrower	8799
	 	SECTION 3.13. Insurance	8799
	 	SECTION 3.14. Solvency	88100
	 	SECTION 3.15. Disclosure	88100
	 	SECTION 3.16. Collateral Matters	88100
	 	SECTION 3.17. Federal Reserve Regulations	1001
	 	SECTION 3.18. [Intentionally Omitted]	1001
	 	SECTION 3.19. Anti-Money Laundering/International Trade Law Compliance	1001
	 	SECTION 3.20. Anti-Corruption	1001
	 	SECTION 3.21. EEAAffected Financial Institution	1001
	 	SECTION 3.22. Certificate of Beneficial Ownership	1001
	 	 	 
	ARTICLE IV Conditions	1102
	 	SECTION 4.01. Conditions to Effectiveness	1002
	 	SECTION 4.02. Each Credit Event	93104
	 	 	 
	ARTICLE V Affirmative Covenants	94105
	 	SECTION 5.01. Financial Statements and Other Information	94105
	 	SECTION 5.02. Notices of Material Events	96107
	 	SECTION 5.03. Additional Subsidiaries	97108
	 	SECTION 5.04. Information Regarding Collateral; Deposit and Securities Accounts	97108
	 	SECTION 5.05. Existence; Conduct of Business	98109
	 	SECTION 5.06. Payment of Obligations	98109
	 	SECTION 5.07. Maintenance of Properties	98109
	 	SECTION 5.08. Insurance	98109
	 	SECTION 5.09. Books and Records; Inspection and Audit Rights	99110
	 	SECTION 5.10. Compliance with Laws	99110
	 	SECTION 5.11. Use of Proceeds and Letters of Credit	99110
	 	SECTION 5.12. Further Assurances	99111
	 	SECTION 5.13. Certificate of Beneficial Ownership and Other Additional Information	1011



 






     ii


     


    

 


	ARTICLE VI Negative Covenants	1011
	 	 	   
	 	SECTION 6.01. Indebtedness; Certain Equity Securities	1011
	 	SECTION 6.02. Liens	1142
	 	SECTION 6.03. Fundamental Changes; Business Activities	10316
	 	SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions	10417
	 	SECTION 6.05. Asset Sales	10720
	 	SECTION 6.06. Sale/Leaseback Transactions	10821
	 	SECTION 6.07. Hedging Agreements	10822
	 	SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness	10922
	 	SECTION 6.09. Transactions with Affiliates	1024
	 	SECTION 6.10. Restrictive Agreements	1124
	 	SECTION 6.11. Amendment of Material Documents; Technology License Agreements; Etc.	11125
	 	SECTION 6.12. Net Senior Secured Leverage Ratio	1125
	 	SECTION 6.13. Minimum Interest Coverage Ratio	1125
	 	SECTION 6.14. [Intentionally Omitted]	1125
	 	SECTION 6.15. Fiscal Year	1125
	 	SECTION 6.16. Anti-Money Laundering/International Trade Law Compliance	1126
	 	SECTION 6.17. Anti-Corruption	1126
	 	SECTION 6.18. Division/Series Transaction	1126
	 	 	 
	ARTICLE VII Events of Default	11326
	 	 
	ARTICLE VIII The Administrative Agent	1129
	 	 
	ARTICLE IX Miscellaneous	1034
	 	SECTION 9.01. Notices	1034
	 	SECTION 9.02. Waivers; Amendments	1235
	 	SECTION 9.03. Expenses; Indemnity; Damage Waiver	1237
	 	SECTION 9.04. Successors and Assigns	1239
	 	SECTION 9.05. Survival	12842
	 	SECTION 9.06. Counterparts; Integration; Effectiveness	1242
	 	SECTION 9.07. Severability	12943
	 	SECTION 9.08. Right of Setoff	12943
	 	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	12943
	 	SECTION 9.10. WAIVER OF JURY TRIAL	1044
	 	SECTION 9.11. Headings	1345
	 	SECTION 9.12. Confidentiality	1345
	 	SECTION 9.13. Interest Rate Limitation	13145
	 	SECTION 9.14. Release of Liens and Guarantees	1346
	 	SECTION 9.15. USA PATRIOT Act Notice	13246
	 	SECTION 9.16. No Fiduciary Relationship	13246
	 	SECTION 9.17. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.	1346
	 	SECTION 9.18. Acknowledgement Regarding Any Supported QFCs	13347


 






     iii


     


    

 


	SCHEDULES:	 	 
	 	 	 
	Schedule 1.01	—	Existing Letters of Credit
	Schedule 2.01	—	Commitments
	Schedule 3.06	—	Source Code Licenses
	Schedule 3.12	—	Permitted Holders
	Schedule 3.12A	—	Subsidiaries and Joint Ventures
	Schedule 3.13	—	Insurance
	Schedule 6.01	—	Existing Indebtedness
	Schedule 6.02	—	Existing Liens
	Schedule 6.04	—	Existing Investments
	Schedule 6.10	—	Existing Restrictions



 


	EXHIBITS:	 	 
	 	 	 
	Exhibit A	—	Form of Assignment and Assumption
	Exhibit B-1	—	Form of Borrowing Request (Revolving Loans)
	Exhibit B-2	—	Form of Borrowing Request (Swingline Loans)
	Exhibit C	—	Form of Guarantee and Collateral Agreement
	Exhibit D	—	Form of Compliance Certificate
	Exhibit E	—	Form of Interest Election Request
	Exhibit F	—	Form of Perfection Certificate
	Exhibit G-1	—	Form of U.S.
    Tax Certificate for Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
	Exhibit G-2	—	Form of U.S.
    Tax Certificate for Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes
	Exhibit G-3	—	Form of
    Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
	Exhibit G-4	—	Form of
    Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes
	Exhibit H-1	—	Form of Dollar Swingline Note
	Exhibit H-2	—	Form of Optional Currency Swingline Note


 






     iv


     


    





 


This AMENDED AND RESTATED
CREDIT AGREEMENT is dated as of December 19, 2017, among BENTLEY SYSTEMS, INCORPORATED, the LENDERS party hereto and
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.


 


RECITALS:


 


		A.	The Borrower (as defined below), the lenders party thereto (including the Departing Lenders, as
defined below) and PNC Bank, National Association, as Administrative Agent, are currently party to a certain Credit Agreement dated
as of February 2, 2012 (as heretofore amended, modified or otherwise supplemented, the “Existing Credit Agreement”).



 


		B.	The Borrower, the Lenders and the Administrative Agent have agreed to enter into this Agreement
in order to (i) amend and restate the Existing Credit Agreement in its entirety, (ii) re-evidence the Obligations under,
and as defined in, the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement and (iii) set
forth the terms and conditions under which the Lenders will, from time to time, make loans to or for the benefit of the Borrower
and issue letters of credit for the account of the Borrower.



 


		C.	The parties hereto intend that this Agreement not constitute a novation of the obligations and
liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations
and liabilities, but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations
and liabilities of the Borrower outstanding thereunder, which shall be payable in accordance with the terms hereof.



 


		D.	The Borrower confirms that all obligations under the applicable “Loan Documents” (as
referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the
Loan Documents (as referred to and defined herein), and that, from and after the Restatement Effective Date (as defined herein),
all references to the “Credit Agreement” contained in any such existing “Loan Documents” shall be deemed
to refer to this Agreement.



 


		E.	For the sake of clarity, while the Credit Agreement contains terms and provisions relating to
Term Loans, as of the Second Amendment Effective Date, no Term Loans are outstanding.



 


NOW, THEREFORE, the
parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:


 






     


     


    

 


Article I


 


Definitions


 


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


 


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


 


“Accepting Lender”
has the meaning set forth in Section 2.22(a).


 


“Adjusted Consolidated
Net Income” means, for any period, the net income or loss of the Borrower and its consolidated Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income
of any Person that is not a consolidated Subsidiary, except to the extent of the amount of cash dividends or similar cash distributions
actually paid by such Person to the Borrower or, subject to clauses (b) and (c) below, any consolidated Subsidiary during
such period, (b) the income of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary
(other than any Subsidiary Loan Party) to the extent that, on the date of determination, the declaration or payment of cash dividends
or similar cash distributions by such Subsidiary is not permitted without any prior approval of any Governmental Authority that
has not been obtained or is not permitted by the operation of the terms of the organizational documents of such Subsidiary, any
agreement or other instrument binding upon the Borrower or such Subsidiary or any Law applicable to such Subsidiary, unless such
restrictions with respect to the payment of cash dividends and other similar cash distributions have been legally and effectively
waived, and (c) the income or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary
that is not wholly owned by the Borrower to the extent such income or loss or such amounts are attributable to the noncontrolling
interest in such consolidated Subsidiary.


 


“Administrative
Agent” means PNC Bank, National Association, in its capacity as administrative agent and collateral agent hereunder and
under the other Loan Documents, and its successors in such capacity as provided in Article VIII.


 


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


 


“Affected Class”
has the meaning set forth in Section 2.22(a).


 


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


 


“Affiliate”
means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is
under common Control with the Person specified; provided that for purposes of Section 6.09, the term
 “Affiliate” also means any Person that is a director or an executive officer of the Person specified, any Person
that directly or indirectly beneficially owns Equity Interests in the Person specified representing 5% or more of the
aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in
the Person specified and any Person that would be an Affiliate of any such beneficial owner pursuant to this definition (but
without giving effect to this proviso).


 






    2


     


    

 


“Aggregate Revolving
Commitment” means the sum of the Revolving Commitments of all the Revolving Lenders.


 


“Aggregate Revolving
Exposure” means the sum of the Revolving Exposures of all the Revolving Lenders.


 


“Alternate Base
Rate” means, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Prime Rate in
effect on such day, (b) the Overnight Bank Funding Rate in effect on such day plus 1⁄2 of 1% and (c) the Daily LIBOR
Rate in effect on such day plus one hundred basis points (1.00%). If for any reason the Administrative Agent shall have determined
(which determination shall be conclusive absent manifest error) that it is unable to ascertain the Overnight Bank Funding Rate
or the Daily LIBOR Rate for any reason, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as
the case may be, of the first sentence of this definition until the circumstances giving rise to such inability no longer exist.
Any change in the Alternate Base Rate due to a change in the Prime Rate, the Overnight Bank Funding Rate or the Daily LIBOR Rate
shall be effective on the effective date of such change in the Prime Rate, the Overnight Bank Funding Rate or the Daily LIBOR Rate,
respectively. Notwithstanding the foregoing, if the Alternate Base Rate as determined above would be less than zero (0.00), such
rate shall be deemed to be zero (0.00) for purposes of this Agreement.


 


“Anti-Terrorism
Laws” means any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering
or bribery (including the FCPA), and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws
(including Executive Order No. 13224, the USA Patriot Act, the International Emergency Economic
Powers Act, 50 U.S.C. 1701, et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et seq., 18 U.S.C. 2332d, and 18 U.S.C.
 § 2339B, the FCPA, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered or enforced
by the United States Treasury Department’s Office of Foreign Asset Control, the United States Department of State, the United
Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant applicable sanctions authority), and
any regulations or directives promulgated under the foregoing, all as amended, renewed, extended, supplemented or replaced
from time to time.


 


“Applicable
Percentage” means, at any time, with respect to any Revolving Lender, the percentage of the Aggregate Revolving Commitment
represented by such Lender’s Revolving Commitment at such time; provided that if any Defaulting Lender exists at such
time, the Applicable Percentages shall be calculated disregarding such Defaulting Lender’s Revolving Commitment. If the Revolving
Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most
recently in effect, giving effect to any assignments and to any Revolving Lender’s status as a Defaulting Lender at the time
of determination.


 






    3


     


    

 


“Applicable
Rate” means, for any day, with respect to any ABR Loan or Eurocurrency Loan, or with respect to the commitment fees payable
hereunder, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurocurrency Spread”
or “Commitment Fee Rate”, as the case may be, based upon (a) the Net Leverage
Ratio as of the end of the fiscal quarter of the Borrower for which consolidated financial statements have theretofore been most
recently delivered pursuant to Section 5.01(a) or 5.01(b); and (b) the Net Leverage
Ratio set forth on (i) any Unsecured Debt Incurrence Compliance Certificate delivered pursuant to Section 6.01(xiii) and
(ii) any Compliance Certificate delivered pursuant to Section 6.04(n) (but in each case under this clause (b), only
to the extent expressly provided in Section 6.01(xiii) or 6.04(n), as the case may be); provided that
until the day on which the consolidated financial statements for the fiscal year ending December 31, 2020 are due to be delivered
to the Administrative Agent pursuant to Section 5.01(a), the Applicable Rate shall, subject to the last sentence of this definition,
be in Category 42 (provided, further, that for purposes
of the calculation of the Applicable Rate on December 31, 2020, the Applicable Rate shall be calculated on a pro forma basis
after giving effect to the issuance of any Approved Convertible Debt (and the reduction of any Indebtedness from the application
of the proceeds thereof) outstanding on the date such financial statements are due to be delivered as if such issuance had occurred
on December 31, 2020):


 


	Category:	Net Leverage Ratio:	ABR

Spread	Eurocurrency

Spread	Commitment 

Fee Rate
	Category 1	x < 1.050	0.0250%	1.00250%	0.15200%
	Category 2	1.050 ≤ x < 12.500	0.2 500%	1.2500%	0.17225%
	Category 3	12.500 ≤ x < 2.050	0. 7500%	1.7500%	0.2050%
	Category 4	2.050 ≤ x < 23.500	01.75000%	12.75000%	0.2275%
	Category 5	2.50 ≤ x <≥ 3.00	1.00250%	2.00250%	0.25300%
	Category 6	x ≥ 3.00	1.250%	2.250%	0.300%


 


For purposes of the foregoing,
each change in the Applicable Rate resulting from a change in the Net Leverage Ratio shall be effective on the day on which the
consolidated financial statements indicating such change are due to be delivered to the Administrative Agent pursuant to Section 5.01(a) or
5.01(b), as the case may be. Notwithstanding the foregoing, the Applicable Rate shall be based on the rates per annum set forth
in Category 65 (i) at any time that
an Event of Default has occurred and is continuing or (ii) if the Borrower fails to deliver the consolidated financial statements
required to be delivered pursuant to Section 5.01(a) or 5.01(b) or any Compliance Certificate required to be delivered
pursuant hereto, in each case within the time periods specified herein for such delivery, during the period commencing on and including
the day of the occurrence of a Default resulting from such failure and until the delivery thereof.


 


“Approved
Capped Call Transaction” means any capped call option (or substantively equivalent derivative transaction) relating to the
Borrower’s common stock purchased by the Borrower in connection with the issuance of any Approved Convertible Debt and settled
in common stock of the Borrower, cash or a combination thereof (such amount of cash determined by reference to the price of the
Borrower’s common stock), and cash in lieu of fractional shares of common stock; provided that the aggregate purchase price
for such Approved Capped Call Transaction(s) does not exceed the net proceeds received by Borrower from the issuance of such
Approved Convertible Debt.


 






    4


     


    

 


“Approved
Convertible Debt” means Indebtedness issued, whether in one or more series, in an aggregate principal amount of up to $Six
Hundred Million Dollars ($600,000,000) (plus, for each such series issued, any applicable greenshoe amount) at any time outstanding
that is convertible into common stock of the Borrower (and cash in lieu of fractional shares), cash or a combination of common
stock of the Borrower and cash (in an amount determined by reference to the price of such common stock); provided, that, (a) such
Indebtedness has a stated final maturity date that is no earlier than the 60th calendar day after the Maturity Date
(as in effect on the Second Amendment Effective Date); (b) such Indebtedness is not subject to any required repurchase or
redemption by any Loan Party or Subsidiary thereof at any time before the 60th calendar day after the Maturity Date
(as in effect on the Second Amendment Effective Date) (provided that the following will not constitute a required repurchase or
redemption for purposes of this clause (b): (i) any customary requirement to repurchase or offer to repurchase such Indebtedness
in connection with a change of control or “fundamental change”; (ii) any right of any holder of any such Indebtedness
to convert such Indebtedness to Equity Interests (other than Disqualified Equity Interests), cash or a combination of Equity Interests
(other than Disqualified Equity Interests) and cash (in an amount of cash determined by reference to the price of such Equity Interests);
(iii) any actual conversion of any such Indebtedness to Equity Interests (other than Disqualified Equity Interests), cash
or a combination of Equity Interests (other than Disqualified Equity Interests) and cash (in an amount of cash determined by reference
to the price of such Equity Interests); and (iv) any optional right of the issuer of such Indebtedness to repurchase such
Indebtedness or call such Indebtedness for redemption); (c) no Default or Event of Default exists or would result from the
incurrence of such Indebtedness; and (d) the Loan Parties are in compliance with Sections 6.12 and 6.13 on a pro forma basis
after giving effect to such issuance.


 


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


 


“Arrangers”
means PNC Capital Markets LLC, Wells Fargo Capital Finance, LLC and Citizens Bank, N.A.BofA
Securities, Inc. and TD Securities (USA), LLC, in their capacity as joint lead arrangers and joint bookrunners
for the credit facilities provided for herein.


 


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


 


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


 


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


 






    5


     


    

 


“Bank Guarantee”
means a guarantee issued or to be issued by a bank or other financial institution at the request of, and to guarantee or otherwise
provide credit support for the obligations of, a Foreign Subsidiary.


 


“Bank Guarantee
Facility” means a facility entered into by a bank or other financial institution for the issuance of one or more Bank
Guarantees.


 


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


 


“Base Rate Option”
means the option of the Borrower to have Revolving Loans and Term Loans bear interest at the Alternate Base Rate pursuant to the
provisions hereof.


 


“Beneficial
Owner” means each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of
the Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or
direct the Borrower.


 


“Bentley Brothers”
means Keith A. Bentley, Raymond B. Bentley, Gregory S. Bentley, Barry J. Bentley and Richard P. Bentley.


 


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


 


“Borrower”
means Bentley Systems, Incorporated, a Delaware corporation.


 


“Borrower Calculated
Dollar Equivalent” means, with respect to any amount of any currency, the equivalent amount of such currency expressed
in Dollars as reasonably determined by the Borrower based on the market rates then prevailing.


 


“Borrower Parent
Company” means any Person of which the Borrower is a direct or indirect wholly owned Subsidiary.


 






    6


     


    

 


“Borrowing”
means (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.


 


“Borrowing Date”
means, with respect to any Eurocurrency Loan, the date for the making thereof or the renewal thereof, which shall be a Business
Day.


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 or 2.04, as
applicable, which shall be, in the case of any such written request, in the form of Exhibit B-1 or B-2, as applicable,
or any other form approved by the Administrative Agent.


 


“Borrowing
Tranche” means specified Borrowings outstanding as follows: (a) any Loans of the same Class (other than
Swingline Loans) to which a LIBO Rate Option applies which become subject to the same Interest Rate Option under the same
Borrowing Request by the Borrower and which have the same Interest Period shall constitute one Borrowing Tranche,
(b) all Loans of the same Class (other than Swingline Loans) to which a Base Rate Option applies shall
constitute one Borrowing Tranche, (c) all Swingline Loans in an Optional Currency under the same Borrowing Request by
the Borrower and which have the same Interest Period and which are denominated in the same Optional Currency shall constitute
one Borrowing Tranche; and (d) all Swingline Loans in Dollars shall be one Borrowing Tranche.


 


“Business Day”
means any day that is not a Saturday, Sunday or a legal holiday on which commercial banks are authorized or required by Law to
be closed for business in Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to which the LIBO Rate
Option applies, such day must also be a day on which dealings are carried on in the Relevant Interbank Market.


 


“Capital
Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP, and the final maturity of
such obligations shall be the date of the last payment of such or any other amounts due under such lease (or other
arrangement) prior to the first date on which such lease (or other arrangement) may be terminated by the lessee without
payment of a premium or a penalty. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be
secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.


 


“Cash Management
Agreements” has the meaning assigned thereto in Section 2.04(h).


 


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


 






    7


     


    

 


“Certificate
of Beneficial Ownership” means a certificate in form and substance acceptable to the Administrative Agent (as amended
or modified by the Administrative Agent from time to time in its sole discretion), certifying, among other things, the Beneficial
Owner of the Borrower.


 


“CFC”
means (a) each Person that is a “controlled foreign corporation” for purposes of the Code and (b) each subsidiary
of any such controlled foreign corporation.


 


“CFTC”
means the Commodity Futures Trading Commission.


 


“Change in
Control” means (a) prior to an initial Public Offering, the failure by the
Permitted Holders to own, beneficially and of record, Equity Interests in the Borrower representing at least a majority of
the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the Borrower;
(b) after an initial Public Offering,[intentionally
omitted]; (b) (i) the failure by the Permitted Holders to own, beneficially and of record, Equity
Interests in the Borrower representing at least 20% of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests in the Borrower or (ii) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder), other
than the Permitted Holders, of Equity Interests in the Borrower representing more than 35% of the aggregate ordinary voting
power represented by the issued and outstanding Equity Interests in the Borrower, unless the Permitted Holders collectively
own, beneficially and of record, Equity Interests in the Borrower representing a greater percentage of the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests in the Borrower than such Person or group;
(c) individuals who were (i) directors of the Borrower on the date
hereofSecond Amendment
Effective Date (or on the date of an initial Public OfferingSecond
Amendment Effective Date were directors of any Borrower Parent Company), (ii) nominated by the board of
directors of the Borrower (or, in the case of any Borrower Parent Company, nominated after the date
of an Initial Public OfferingSecond
Amendment Effective Date by the board of directors of such Borrower Parent Company) or (iii) appointed by
directors who were directors of the Borrower on the date hereofSecond
Amendment Effective Date (or, in the case of any Borrower Parent Company, were directors of such Borrower Parent
Company on the date of an initial Public OfferingSecond
Amendment Effective Date) or were nominated as provided in clause (ii) above, ceasing to occupy a majority of
the seats (excluding vacant seats) on the board of directors of the Borrower (or such Borrower Parent Company); (d) the
acquisition of direct or indirect Control of the Borrower by any Person or group (within the foregoing meaning) other than
the Permitted Holders; or (e) the occurrence of any “change in control” (or similar event, however
denominated) with respect to the Borrower (or any Borrower Parent Company) under and as defined in any indenture or other
agreement or instrument evidencing or governing the rights of the holders of any Material Indebtedness of the Borrower or any
Subsidiary, in each case that results in such Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of 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. For purposes of clause
(b) above, any Equity Interests in the Borrower owned beneficially (but not of record) by any Permitted Holder as a
result of such Permitted Holder owning, beneficially and of record, Equity Interests in any Borrower Parent Company shall be
deemed to be owned of record by such Permitted Holder.


 






    8


     


    

 


“Change in
Law” means the occurrence, after the Restatement Effective Date, of any of the following: (a) the adoption or
taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or
application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of Law) by any Governmental Authority; provided that notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not
having the force of Law) and (ii) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of Law), in each
case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted,
issued, promulgated or implemented.


 


“CIP Regulations”
has the meaning specified in the last paragraph of Article VIII.


 


“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are Term Loans, Revolving Loans or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Term Commitment
or a Revolving Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class.


 


“Code”
means the Internal Revenue Code of 1986, as amended and the rules and regulations thereunder, as from time to time in effect.


 


“Collateral”
means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant
to the Security Documents as security for the Secured Obligations.


 


“Collateral
Agreement” means the Guarantee and Collateral Agreement, dated as of the Original Closing Date, among the Borrower, the
other Loan Parties and the Administrative Agent, substantially in the form of Exhibit C, together with all supplements thereto.


 


“Collateral
and Guarantee Requirement” means, at any time, the requirement that:


 


(a)          the
Administrative Agent shall have received from the Borrower and each wholly-owned Domestic
Subsidiary either (i) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Person on the
Original Closing Date or (ii) in the case of any Person that became a wholly-owned Domestic
Subsidiary after the Original Closing Date or becomes a wholly-owned Domestic Subsidiary
after the Restatement Effective Date, a supplement to the Collateral Agreement, in the form specified therein, duly executed and
delivered on behalf of such Person, together with documents andof
the type referred to in Section 4.01(b) and, if requested by the Administrative Agent, opinions of the type
referred to in Sections 4.01(b) andSection 4.01(k) with
respect to such Domestic Subsidiary;


 






    9


     


    

 


(b)          all
Equity Interests in any Subsidiary owned by or on behalf of any Loan Party shall have been pledged pursuant to the Collateral
Agreement and, in the case of Equity Interests in any Foreign Subsidiary, where the Administrative Agent so requests in connection
with the pledge of such Equity Interests, a Foreign Pledge Agreement (provided that the Loan Parties shall not be required
to pledge more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary (including any CFC)), and the Administrative
Agent shall, to the extent required by the Collateral Agreement, have received certificates or other instruments representing
all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in
blank;


 


(c)          (i) all
Indebtedness of the Borrower and each Subsidiary and (ii) all Indebtedness of any other Person in a principal amount of $500,000
or more that, in each case, is owing to any Loan Party shall be evidenced by a promissory note and shall have been pledged pursuant
to the Collateral Agreement, and the Administrative Agent shall have received all such promissory notes, together with undated
instruments of transfer with respect thereto endorsed in blank;


 


(d)          all
documents and instruments, including Uniform Commercial Code financing statements, required by applicable Law or reasonably requested
by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents
and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed,
registered or recorded or delivered to the Administrative Agent for filing, registration or recording;


 


(e)          [Intentionally
Omitted];


 


(f)           with
respect to each deposit account (other than (i) any deposit account the funds in which are used, in the ordinary course
of business, solely for the payment of salaries and wages, workers’ compensation and similar expenses, (ii) any
deposit account that is a zero-balance disbursement account, (iii) any deposit account the funds in which consist solely
of (A) funds held by the Borrower or any SubsidiaryGuarantor
in trust for any director, officer or employee of the Borrower or any SubsidiaryGuarantor
or any employee benefit plan maintained by the Borrower or any SubsidiaryGuarantor
or (B) funds representing deferred compensation for the directors and employees of the Borrower and the SubsidiariesGuarantors
and (iv) deposit accounts the daily balance in which does not at any time exceed $500,000 for all such accounts) and
each securities account (other than any securities account the securities entitlements in which consist solely of
(1) securities entitlements held by the Borrower or any SubsidiaryGuarantor
in trust for any director, officer or employee of the Borrower or any SubsidiaryGuarantor
or any employee benefit plan maintained by the Borrower or any SubsidiaryGuarantor
or (2) securities entitlements representing deferred compensation for the directors and employees of the Borrower and
the SubsidiariesGuarantors)
maintained by any Loan Party with any depositary bank or securities intermediary, the Administrative Agent shall have
received a counterpart, duly executed and delivered by the applicable Loan Party and such depositary bank or securities
intermediary, as the case may be, of a Control Agreement;


 


(g)          each
Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery
of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens
thereunder.


 






    10


     


    

 


The foregoing
definition shall not require (a) the creation or perfection of pledges of or security interests in, or the obtaining of
legal opinions or other deliverables with respect to, particular assets of the Loan Parties (including Equity Interests in
any Foreign Subsidiary), or the provision of Guarantees by any Subsidiary, if, and for so long as, the Administrative Agent,
in consultation with the Borrower, determines that the cost of creating or perfecting such pledges or security interests in
such assets, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into
account any adverse tax consequences to the Borrower and its Affiliates (including the imposition of withholding or other
material taxes)), shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (b) the granting
of any mortgage or deed of trust on any parcel of real property (as opposed to personal property). The Administrative Agent
may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or
other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including
extensions beyond the RestatementSecond
Amendment Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the RestatementSecond
Amendment Effective Date) where it determines that such action cannot be accomplished without undue effort or
expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security
Documents.


 


“Commitment”
means, as to any Lender, its Revolving Commitment or Term Commitment or any combination thereof (as the context requires) and,
in the case of PNC, its Swingline Loan Commitment, and “Commitments” shall mean the aggregate of the Revolving
Commitments, Term Commitments and Swingline Loan Commitment of all of the Lenders.


 


“Common Stock
Purchase Agreement” means that certain stock purchase agreement, dated as of September 23, 2016, by and among the
Borrower, Siemens AG and certain stockholders of the Borrower.


 


“Compliance
Certificate” means a Compliance Certificate in the form of Exhibit D or any other form approved by the Administrative
Agent.


 


“Computation
Date” has the meaning specified in Section 2.23(b).


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consolidated
Cash Interest Expense” means, for any period, the excess of (a) the sum, without duplication, of (i) the
interest expense (including imputed interest expense in respect of Capital Lease Obligations) of the Borrower and its
consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest
or other financing costs becoming payable during such period in respect of Indebtedness of the Borrower or its consolidated
Subsidiaries to the extent such interest or other financing costs shall have been capitalized rather than included in
consolidated interest expense for such period in accordance with GAAP (excluding capitalized loan origination costs and fees
incurred on or prior to the Restatement Effective Date in connection with the Transactions) and (iii) any cash payments
made during such period in respect of obligations referred to in clause (b)(ii) below that were amortized or accrued in
a previous period, minus (b) to the extent included in such consolidated interest expense for such period, the
sum of (i) noncash amounts attributable to amortization or write-off of capitalized interest or other financing costs
paid in a previous period and (ii) noncash amounts attributable to amortization of debt discounts or accrued interest
payable in kind for such period. For purposes of calculating Consolidated Cash Interest Expense for any period, if during
such period the Borrower or any Subsidiary shall have consummated a Material Acquisition or a Material Disposition,
Consolidated Cash Interest Expense for such period shall be calculated after giving pro forma effect thereto in accordance
with Section 1.04(b).


 






    11


     


    

 


“Consolidated
EBITDA” means, for any period, Adjusted Consolidated Net Income for such period, plus (a) without duplication
and to the extent deducted in determining such Adjusted Consolidated Net Income, the sum of (i) consolidated interest
expense for such period (including imputed interest expense in respect of Capital Lease Obligations), (ii) consolidated
income tax expense for such period, (iii) all amounts attributable to depreciation for such period and amortization of
goodwill, intangible assets and capitalized assets for such period, (iv) any unrealized losses for such period
attributable to the application of “mark to market” accounting in respect of Hedging Agreements,
Approved Convertible Debt and Equity Interests accounted for under the “liability” method,
(v) any other noncash charges for such period, including noncash compensation expense (including any
 “mark-to-market” increases in GAAP compensation expense for such period with respect to any previous grant of an
award or employee deferral under the Non-Qualified Deferred Compensation Plan) and any noncash charges that result from the
impairment, write-down or write-off of intangible assets, but excluding any additions to bad debt reserves or bad debt
expense, any noncash charges that result from the write-down or write-off of inventory and any noncash charges that result
from the write-down or write-off of accounts receivable or that are in respect of any other item that was included in
Adjusted Consolidated Net Income in a prior period, (vi) any losses attributable to early extinguishment of Indebtedness
or obligations under any Hedging Agreement, (vii) the cumulative effect of a change in accounting principles,
(viii) [intentionally omitted], (ix) any adjustments in such period that result from purchase accounting for
deferred revenue, (x) accruals during such period for contingent “stay” bonuses granted in connection
with Permitted Acquisitions, (xi) any legal or other transaction fees and expenses for such period relating to any
Permitted Acquisition consummated during such period, (xii) any legal or other transaction fees and expenses for such
period relating to the Transactions or
the Approved Convertible Debt or other permitted issuance of Indebtedness, (xiii) normal and customary
out-of-pocket fees and expenses (including third-party legal and accounting costs and underwriting discounts and commissions
paid or payable by the Borrower or a Borrower Parent Company in respect of any Equity Interests of the Borrower or a Borrower
Parent Company sold in a Public Offering) in connection with the consummation of a Public Offering; provided that, the
maximum amount in any period that may be added back to Adjusted Consolidated Net Income pursuant to this clause
(a)(xiii) shall not exceed $226,50130,000
for such period, and (xiv) subject to the last sentence of this
definition, any other one-time, non-recurring expenses (including severance, restructuring or other similar charges), (xv) foreign
currency translation losses, (xvi) losses from the remeasurement of contingent purchase price obligations (including
earnouts) and (xvii) non-cash losses resulting from changes in the carrying value of Investments,
provided that, subject to clause (2) below in this proviso, any
cash payment made with respect to any noncash items added back in computing Consolidated EBITDA for any prior period pursuant
to clause (a)(v) above (or that would have been added back had this Agreement been in effect during such prior period)
shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made (it being agreed
that, except to the extent funded,
directly or indirectly, by the transactions contemplated by the Common Stock Purchase
Agreement, this proviso (1) shall be deemed to apply to any payment made by the Borrower in cash on account of
repurchase of any shares of its capital stock pursuant to the Stock Option Plan, but only to the extent that the issuance
of such capital stock (or of the options or other securities upon the exercise, conversion or exchange of which such capital
stock was issued) resulted in a noncash compensation expense in any prior period and (2) this
proviso shall not be deemed to apply to any Deferred Compensation Payments); minus (b) without
duplication and to the extent included in determining such Adjusted Consolidated Net Income, (i) any extraordinary gains
for such period, (ii) any unrealized gains for such period attributable to the application of “mark to
market” accounting in respect of Hedging Agreements,
Approved Convertible Debt and Equity Interests accounted for under the “liability” method,
(iii) other noncash items of income for such period (excluding any noncash items of income (A) in respect of which
cash was received in a prior period or will be received in a future period or (B) that represents the reversal of any
accrual for anticipated cash charges in any prior period, but only to the extent such accrual reduced Consolidated EBITDA for
such prior period), (iv) any gains attributable to the early extinguishment of Indebtedness or obligations under any
Hedging Agreement, and (v(v) foreign
currency translation gains, (vi) gains from the remeasurement of contingent purchase price obligations (including
earnouts), (vii) non-cash gains resulting from changes in the carrying value of Investments and
(viii) the cumulative effect of a change in accounting principles; minus (c) an amount equal to
the amount of any “mark-to-market” decreases in GAAP compensation expense for such period with respect to
previously charged Deferred Compensation Grant Expense plus (d) without duplication, an amount equal to the
amount of any cost savings on account of cost savings initiatives implemented and/or identified by the Borrower to the
Administrative Agent and which the Borrower reasonably expects to be realized within eighteen (18) months after the period
for which cost savings are identified (net of any amounts already realized by the Borrower and its Subsidiaries); provided
further that Consolidated EBITDA shall be calculated so as to exclude the effect of any gain or loss that represents
after-tax gains or losses attributable to any sale, transfer or other disposition of assets by the Borrower or any of its
consolidated Subsidiaries, other than dispositions of inventory and other dispositions in the ordinary course of
business. For purposes of calculating Consolidated EBITDA for any period, if during such period the Borrower or any
Subsidiary shall have consummated a Material Acquisition or a Material Disposition, Consolidated EBITDA for such period shall
be calculated after giving pro forma effect thereto in accordance with Section 1.04(b). Notwithstanding anything to
the contrary herein, the maximum amount in any period that may be added (or added back) to Adjusted Consolidated Net
Income pursuant to clause (a)(xiv) and clause (d) of this definition shall not exceed, in the aggregate, fifteen
percent (15%) of Consolidated EBITDA for such period, calculated prior to giving effect to such adjustments.


 






    12


     


    

 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the
dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise.
 “Controlling” and “Controlled” have meanings correlative thereto. For the avoidance of doubt,
 “Control” does not exist solely because of the right to designate a minority of the board of directors (or equivalent
body) of such Person or to approve or disapprove significant transactions.


 






    13


     


    

 


“Control Agreement”
means, with respect to any deposit account or securities account maintained by any Loan Party, a control agreement in form and
substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by such Loan Party and the depositary
bank or the securities intermediary, as the case may be, with which such account is maintained.


 


“Cost Sharing
Agreement” means the Agreement for Sharing Research and Development Costs effective as of January 1, 2010, by and
between the Borrower and Bentley Software International Limited, an Irish company.


 


“Covered
Entity” means (a) the Borrower, each of the Borrower’s Subsidiaries, all Subsidiary Loan Parties
(including, in any event, all guarantors of the Secured Obligations) and all pledgors of Collateral and (b) each Person
that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition,
control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and
outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons
performing similar functions for such Person, or (y) power to direct or cause the direction of the management and
policies of such Person whether by ownership of equity interests, contract or otherwise.


 


“Credit Party”
means the Administrative Agent, each Issuing Bank, the Swingline Lender and each other Lender.


 


“Daily
LIBOR Rate” means, for any day, the rate per annum determined by the Administrative Agent by dividing (the
resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1%) (a) the Published Rate by (b) a
number equal to 1.00 minus the Eurocurrency Reserve Percentage on such day. The Daily LIBOR Rate shall be adjusted as of each
Business Day based on changes in the Published Rate or the Eurocurrency Reserve Percentage without notice to the Borrower,
and shall be applicable from the effective date of any such change. Notwithstanding the foregoing, if the Daily LIBOR Rate as
determined above would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this
Agreement.


 


“Default”
means any event or condition that constitutes, or upon notice, lapse of time or both would constitute, an Event of Default.


 






    14


     


    

 


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


 


“Deferred Compensation
Grant Expense” means any noncash compensation expense or charge resulting from a grant of an award to an employee of
the Borrower or a Subsidiary under the Non-Qualified Deferred Compensation Plan, or from the election by an employee of the Borrower
or a Subsidiary to defer compensation under the Non-Qualified Deferred Compensation Plan, in each case other than any “mark-to-market”
accruals relating to any such grant or deferral.


 


“Deferred Compensation
Payments” means cash payments made by the Borrower or any Subsidiary under the Non-Qualified Deferred Compensation Plan
to a beneficiary thereof.


 


“Departing Lender”
means each Lender under the Existing Credit Agreement that executes and delivers to the Administrative Agent a Departing Lender
Signature Page.


 


“Departing Lender
Signature Page” means each signature page to this Agreement on which it is indicated that the Departing Lender executing
the same shall cease to be a party to the Existing Credit Agreement on the Restatement Effective Date.


 


“Disqualified
Equity Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the
terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of
the holder thereof), or upon the happening of any event or condition:


 


(a)          matures
or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity
Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;


 


(b)          is
convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other
than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional
shares of such Equity Interests); or


 






    15


     


    

 


(c)            is
redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and
cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by the Borrower or any
Subsidiary, in whole or in part, at the option of the holder thereof;


 


in each case, on or prior to the date 91 days
after the later of the latest Maturity Date and the latest Revolving Maturity Date (determined as of the date of issuance
thereof or, in the case of any such Equity Interests outstanding on the date hereof, the date hereof); provided, however,
that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof
giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an
 “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute a
Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all
other Loan Document Obligations that are accrued and payable, the cancellation or expiration of all Letters of Credit and the
termination or expiration of the Commitments and (ii) 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 not constitute a Disqualified Equity
Interest solely because it may be required to be repurchased by such Person or any of its subsidiaries in order to satisfy
applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.


 


“Division/Series Transaction”
means, with respect to any Loan Party and its Subsidiaries, that any such Person (a) divides into two or more Persons
(whether or not the original Loan Party or Subsidiary thereof survives such division) or (b) creates, or reorganizes
into, one or more series, in each case as contemplated under the laws of any jurisdiction (including any division or Plan of
Division under Delaware law or any comparable event under a different jurisdiction’s law).


 


“Dollar”,
 “Dollars”, “U.S. Dollars” and the symbol “$” means lawful money of the United States
of America.


 


“Dollar Equivalent”
means, with respect to any amount of any currency, the Equivalent Amount of such currency expressed in Dollars.


 


“Dollar Swingline
Loans” has the meaning specified in Section 2.04(a).


 


“Domestic Subsidiary”
means any Subsidiary incorporated or organized under the Laws of the United States of America, any State thereof or the District
of Columbia, provided that such Subsidiary is not a CFC.


 


“Domestic Unrestricted
Cash” means, at any time, an amount equal to the Borrower Calculated Dollar Equivalent amount of all Unrestricted Cash
of the Borrower and its Subsidiaries at such time determined on a consolidated basis, but excluding Foreign Unrestricted Cash.


 


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


 






    16


     


    

 


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


 


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


 


“Effective Date”
means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if
there is no such indication, the date of execution of such document or agreement.


 


“Eligibility
Date” means, with respect to each Loan Party and each Swap, the date on which this Agreement or any Loan Document becomes
effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap
if this Agreement or any other Loan Document is then in effect with respect to such Loan Party, and otherwise it shall be the Effective
Date of this Agreement and/or such other Loan Document(s) to which such Loan Party is a party).


 


“Eligible Assignee”
means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than,
in each case, a natural person or the Borrower, any Subsidiary or any other Affiliate of the Borrower.


 


“Eligible Contract
Participant” means an “eligible contract participant” as defined in the CEA and regulations thereunder.


 


“Embargoed
Property” means any property (a) in which a Sanctioned Person holds an interest; (b) beneficially
owned, directly or
indirectly, by a Sanctioned
Person; (c) that is due to or from a Sanctioned Person; (d) that is located in a Sanctioned Country; or
(e) that would otherwise cause any actual or possible violation by the Administrative Agent or any Lender of any
applicable Anti-Terrorism Law if the Administrative Agent were to obtain an encumbrance on, lien on, pledge of or security
interest in such property or provide services in consideration of such property.


 


“Engagement LetterLetters”
means (a) the Engagement
Letter dated December 13, 2017, among the Borrower, PNC Capital Markets LLC and the Administrative Agent (including the
Summary of Terms and Conditions attached thereto),
(b) the Engagement Letter dated January 12, 2021, among the Borrower, PNC Capital Markets LLC and the
Administrative Agent (including the Financing Proposal attached thereto) and (c) any other Engagement Letter among the
Borrower, PNC Capital Markets LLC and the Administrative Agent.


 


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


 






    17


     


    

 


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


 


“Equity Interests”
means (a) shares of capital stock, partnership interests, membership interests, beneficial
interests or other ownership interests, whether voting or nonvoting, in, or interests in the income or profits of, a Person, and
(b) any warrants, options or other rights entitling the holder thereof to purchase
or acquire any of the foregoing; provided, however, that unless actually converted into Equity Interests
described in clause (a) immediately above, Approved Convertible Debt and any other convertible Indebtedness permitted under
this Agreement shall not constitute Equity Interests.


 


“Equivalent
Amount” means, at any time, as determined by the Administrative Agent (which determination shall be conclusive absent
manifest error), with respect to an amount of any currency (the “Reference Currency”) which is to be computed
as an equivalent amount of another currency (the “Equivalent Currency”): (a) if the Reference Currency
and the Equivalent Currency are the same, the amount of such Reference Currency, or (b) if the Reference Currency and the
Equivalent Currency are not the same, the amount of such Equivalent Currency converted from such Reference Currency at the Administrative
Agent’s spot selling rate (based on the market rates then prevailing and available to the Administrative Agent) for the sale
of such Equivalent Currency for such Reference Currency at a time determined by the Administrative Agent on the second Business
Day immediately preceding the event for which such calculation is made.


 


“Equivalent
Currency” has the meaning assigned to such term in the definition of Equivalent Amount.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under
Section 414(b) or 414(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(m) or 414(o) of the Code.


 






    18


     


    

 


“ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived),
(b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code
or Section 302 of ERISA) applicable to such Plan, in each case whether or not waived, (c) the filing pursuant to
Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum
funding standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be, in
 “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code),
(e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect
to the termination of any Plan, (f) the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any
Plan, (g) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal
or partial withdrawal from any Plan or Multiemployer Plan, or (h) the receipt by the Borrower or any of its ERISA
Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any
notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to
be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in endangered or critical status, within
the meaning of Section 305 of ERISA.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
person), as in effect from time to time.


 


“Euro”
refers to the lawful currency of the Participating Member States.


 


“Eurocurrency”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, shall bear
interest at a rate determined by reference to the LIBO Rate (including any Dollar Swingline Loan bearing interest at a LIBOR based
rate or any Optional Currency Swingline Loan).


 


“Eurocurrency
Reserve Percentage” means, as of any day, the maximum percentage in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal
and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).
The Eurocurrency Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve
percentage.


 


“Event of Default”
has the meaning set forth in Article VII.


 


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


 


“Excluded
Hedge Liabilities” means, with respect to each Loan Party, each of its Secured Hedge Obligations if, and only to
the extent that, all or any portion of this Agreement or any other Loan Document that relates to such Secured Hedge
Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Loan
Party’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap.
Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any other
Loan Document, the foregoing is subject to the following provisos: (a) if a Secured Hedge Obligation arises under a
master agreement governing more than one Swap, this definition shall apply only to the portion of such Secured Hedge
Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or
any rule, regulations or order of the CFTC, solely as a result of the failure by such Loan Party for any reason to qualify as
an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Secured Hedge Obligation
would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such
obligation to be an Excluded Hedge Liability, such Secured Hedge Obligation shall constitute an Excluded Hedge Liability for
purposes of the guarantee but not for purposes of the grant of the security interest; and (c) if there is more than one
Loan Party executing this Agreement or the other Loan Documents and a Secured Hedge Obligation would be an Excluded Hedge
Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or
Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Secured Hedge
Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with
respect to which such Secured Hedge Obligations constitute Excluded Hedge Liabilities.


 






    19


     


    

 


“Excluded
Holders” means (a) Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Raymond B. Bentley and Richard P.
Bentley, and any trusts for the benefit of their family members; (b) the Borrower’s current employees and
directors and any trusts for the benefit of their family members; and (c) the Bentley Profit
Sharing/401(k) Plan.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case
of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to
an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires
such interest in such Loan or Commitment (other than pursuant to an assignment request by the Borrower under
Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant
to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately
before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 2.17(f), and (d) any U.S. federal withholding
Taxes imposed under FATCA.


 


“Executive Bonus
Plan” means the Borrower’s incentive compensation plan pursuant to which up to 20% of the Borrower’s pre-tax
operating cash earnings for any fiscal quarter (calculated prior to giving effect to any payments for such fiscal quarter under
such plan and otherwise on the basis of internal management reporting consistent with past practices, with such modifications thereto
as shall be approved by the board of directors of the Borrower as necessary, in the reasonable judgment thereof, to maintain comparable
financial performance metrics) are allocated to certain executives and other employees of the Borrower, including the Bentley Brothers.


 


“Executive Order
No. 13224” means Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001.


 






    20


     


    

 



 


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


 


“Existing
Letter of Credit” means each letter of credit previously issued for the account of the Borrower or any Subsidiary
that (a) is listed on Schedule 1.01 and (b) is outstanding on the Restatement Effective Date; provided that
the amount of any such letter of credit does not, as of the Restatement Effective Date, exceed the amount thereof set forth
on Schedule 1.01.


 


“Family Member”
means, with respect to any individual, any other individual having a relationship with such individual by blood (to the second
degree of consanguinity), marriage or adoption.


 


“Family Trust”
means, with respect to any individual, trusts or estate planning vehicles established for the benefit of such individual or his/her
Family Members.


 


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


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


“Federal
Funds Effective Rate” means, for any day, the rate per annum (based on a year of three hundred sixty (360) days and
actual days elapsed and rounded upward to the nearest 1/100 of one percent (1%)) announced by the Federal Reserve Bank of New
York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions on the
previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same
manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds
Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does
not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds
Effective Rate for the last day on which such rate was announced.


 


“Fee LetterLetters”
means (a) the Fee Letter dated December 13, 2017, among the Borrower, PNC Capital
Markets LLC and the Administrative Agent and, (b) the
Fee Letter dated September 1, 2020, among the Borrower, PNC Capital Markets LLC and the Administrative Agent, (c) the
Fee Letter dated January 12, 2021 among the Borrower, PNC Capital Markets LLC and the Administrative Agent and (d) any
other Fee Letter among the Borrower, PNC Capital Markets LLC and the Administrative Agent.


 


“Financial Officer”
means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person.


 






    21


     


    

 


“First Amendment”
means the First Amendment to this Agreement, dated as of September 2, 2020, among the Borrower, the Subsidiary Loan Parties,
the Lenders parties thereto and the Administrative Agent.


 


“First Amendment
Effective Date” has the meaning assigned to such term in the First Amendment.


 


“Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than the United States of America (including each State
thereof and the District of Columbia).


 


“Foreign Pledge
Agreement” means a pledge or charge agreement granting a Lien on Equity Interests in a Foreign Subsidiary to secure the
Secured Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary and in form and substance
reasonably satisfactory to the Administrative Agent.


 


“Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. For the avoidance of doubt, any Subsidiary
incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia shall
be treated as a “Foreign Subsidiary” for purposes hereof if such Subsidiary is a CFC.


 


“Foreign Unrestricted
Cash” means, at any time, the Borrower Calculated Dollar Equivalent amount of all Unrestricted Cash at such time of Foreign
Subsidiaries determined on a consolidated basis.


 


“GAAP”
means generally accepted accounting principles in the United States of America, applied in accordance with the consistency requirements
thereof.


 


“Governmental
Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings
with, and reports to, Governmental Authorities.


 


“Governmental
Authority” means the government of the United States of America 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) and
any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without
limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on
Banking Supervision or any successor or similar authority to any of the foregoing).


 






    22


     


    

 


“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 other obligation; provided that the term “Guarantee” shall not
include endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of
determination, of any Guarantee shall be the principal amount outstanding on such date of Indebtedness or other obligation
guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor
or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of such
date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case
of clause (ii), reasonably and in good faith by the chief financial officer of the Borrower)).


 


“Guarantors”
has the meaning set forth in the Collateral Agreement.


 


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


 


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


 


“ICC”
has the meaning set forth in Section 9.09.


 


“Incremental
Facility Agreement” means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative
Agent, among the Borrower, the Administrative Agent and one or more Incremental Revolving Lenders, establishing Incremental Revolving
Commitments and effecting such other amendments hereto and the other Loan Documents as are contemplated by Section 2.21.


 


“Incremental
Revolving Commitment” means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant
to an Incremental Facility Agreement and Section 2.21, to make Revolving Loans and to acquire participations in Letters of
Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s
Revolving Exposure under such Incremental Facility Agreement.


 






    23


     


    

 


“Incremental
Revolving Lender” means a Lender with an Incremental Revolving Commitment.


 


“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 incurred in the ordinary course of business), (d) all obligations of such Person in respect of
the deferred purchase price of property or services (excluding (i) current accounts payable incurred in the ordinary
course of business (including intercompany accounts payable) and (ii) deferred compensation payable to directors,
officers or employees of the Borrower or any Subsidiary, but including any purchase price adjustment, earnout or deferred
payment of a similar nature incurred in connection with an acquisition to the extent required to be recorded as a liability
on such Person’s balance sheet in accordance with GAAP), (e) all Capital Lease Obligations of such Person,
(f) the maximum aggregate amount of all letters of credit and letters of guaranty in respect of which such Person is an
account party, (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 by such Person, (i) the maximum aggregate amount of all Bank Guarantees in
respect of which such party is an account party or otherwise responsible to reimburse the bank or other financial institution
that issued such Bank Guarantee(s) for any payments or draws under such Bank Guarantee(s), and (j) all Guarantees
by such Person of Indebtedness of others. The Indebtedness of any Person shall include the Indebtedness of any other Person
(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 other Person, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding anything to the contrary in
this definition, Indebtedness shall not include (a) liabilities or obligations of a Loan Party under a Purchase
Card Facility offered by a Lender or Affiliate thereof, (b) obligations in respect of non-competes and similar
agreements and (c) deferred revenue, customer pre-payments or other similar obligations.


 


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


 


“Indemnitee”
has the meaning set forth in Section 9.03(b).


 


“Interest Coverage
Ratio” shall mean, on any date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Expense
for the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing or Term Borrowing in
accordance with Section 2.07, which shall be, in the case of any such written request, in the form of Exhibit E or
any other form approved by the Administrative Agent.


 






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“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each
March, June, September and December, (b) with respect to any Eurocurrency Loan (other than a Swingline Loan), the
last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months’ duration, such day or days prior to the last day of such
Interest Period as shall occur at intervals of three months’ duration after the first day of such Interest Period, and
(c) (i) with
respect to any Swingline Loan (other than an Optional Currency Swingline Loan or a Swingline Loan that is made under a Cash
Management Agreement), the last day of each March, June, September and December and the day that such Swingline
Loan is required to be repaid, (ii) with
respect to any Swingline Loan made under a Cash Management Agreement, the date specified in such Cash Management Agreement
for the payment of interest, (iii) with
respect to any Optional Currency Swingline Loan, the last day of the Interest Period applicable to such Optional Currency
Swingline Loan and (iv) with
respect to all Swingline Loans, the Revolving Maturity Date.


 


“Interest Period”
means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter (or, if agreed to by each Lender participating therein, twelve months thereafter), as the Borrower may elect; provided
that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of
a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing. Notwithstanding the above, the only Interest Period available for Optional
Currency Swingline Loans shall be one month.


 


“Interest Rate
Option” means the Base Rate Option or the LIBO Rate Option.


 






    25


     


    

 


“Investment”
means, with respect to a specified Person, any Equity Interests, evidences of Indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, or any capital contribution or loans or advances (other
than advances made in the ordinary course of business that would be recorded as accounts receivable on the balance sheet of
the specified Person prepared in accordance with GAAP) to, Guarantees of any Indebtedness or other obligations of, or any
other investment in, any other Person that are held or made by the specified Person. The amount, as of any date of
determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof
outstanding on such date, without any adjustment for write-downs or write-offs (including as a result of forgiveness of any
portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of a
Guarantee shall be determined in accordance with the definition of the term “Guarantee”, (c) any Investment
in the form of a transfer of Equity Interests or other property by the investor to the investee, including any such transfer
in the form of a capital contribution, shall be the fair value (as determined reasonably and in good faith by the chief
financial officer of the Borrower) of such Equity Interests or other property as of the time of the transfer, minus the
amount, as of such date, of any portion of such Investment repaid to the investor in cash as a return of capital, but without
any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such
Investment after the time of such transfer, (d) any Investment (other than any Investment referred to in clause (a),
(b) or (c) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity
Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment
(including any Indebtedness assumed in connection therewith), plus the cost of all additions, as of such date, thereto, and
minus the amount, as of such date, of any portion of such Investment repaid to the investor in cash as a repayment of
principal or a return of capital, as the case may be, but without any other adjustment for increases or decreases in value
of, or write-ups, write-downs or write-offs with respect to, such Investment after the time of such Investment, and
(e) any Investment (other than any Investment referred to in clause (a), (b), (c) or (d) above) by the
specified Person in any other Person resulting from the issuance by such other Person of its Equity Interests to the
specified Person shall be the fair value (as determined reasonably and in good faith by the chief financial officer of the
Borrower) of such Equity Interests at the time of the issuance thereof. Any basket in this Agreement under clauses (c),
(o), (p) and (q) of Section 6.04 used to make an Investment by any Loan Party on or after the Restatement
Effective Date in any Person that is not a Loan Party on the date such Investment is made but subsequently becomes a Loan
Party in accordance with the terms of this Agreement shall be refreshed by the amount of the Investment so made on the date
such Person so becomes a Loan Party. For the avoidance of doubt, for purposes of covenant compliance, the amount of an
Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value
of such Investment and, in the case of an Investment made in a currency other than Dollars, without adjustment for any
changes in any applicable exchange rate. Further, in the case of any Investment in the form of loans or advances, the amount
of the Investment shall be deemed reduced by any return of principal and, in the case of any Investment in the form of
equity, the amount of the Investment shall be deemed reduced by the amount of any return of equity (whether in the form of
dividends, share repurchases or otherwise).


 


“IP Security
Agreements” has the meaning set forth in the Collateral Agreement.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISP98”
has the meaning set forth in Section 9.09.


 


“Issuing Bank”
means (a) PNC, (b) solely in respect of any Existing Letter of Credit, the Person that is the issuer thereof and (c) each
Revolving Lender that shall have become an Issuing Bank hereunder as provided in Section 2.05(j) (other than any Person
that shall have ceased to be an Issuing Bank as provided in Section 2.05(k)), each in its capacity as an issuer of Letters
of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with
the requirements of Section 2.05 with respect to such Letters of Credit).


 






    26


     


    

 


“Law”
means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance,
release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of
or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Authority, foreign or domestic.


 


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


 


“LC Exposure”
means, at any time, the sum of the Dollar Equivalent amount of (a) the aggregate amount of all Letters of Credit that remains
available for drawing at such time and (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed
by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage
of the total LC Exposure at such time.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an
Assignment and Assumption or an Incremental Facility Agreement, other than any such Person that shall have ceased to be a
party hereto pursuant to an Assignment and Assumption. For the purpose of any Loan Document which provides for the granting
of a security interest or other Lien to the Lenders or to the Administrative Agent for the benefit of the Lenders as security
for the Secured Obligations, “Lenders” shall include any Affiliate of a Lender to which such Secured Obligation
is owed. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement and any Existing Letter of Credit, other than any such letter of credit
that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.


 


“Letter of Credit
Sublimit” has the meaning set forth in Section 2.05(b).


 


“LIBO Rate”
means the following:


 


(a)            with
respect to the Revolving Loans and Term Loans comprising any Borrowing Tranche to which the LIBO Rate Option applies for any
Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient
rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg
Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. Dollar deposits are
offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by
the Administrative Agent as an authorized information vendor for the purpose of displaying rates at which U.S. Dollar
deposits are offered by leading banks in the London interbank deposit market at approximately 11:00 a.m., London time, two
(2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S.
Dollars for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such
Interest Period, by (ii) a number equal to 1.00 minus the Eurocurrency Reserve Percentage.


 






    27


     


    

 


(b)            with
respect to Optional Currency Swingline Loans in Euros or British Pounds Sterling comprising any Borrowing Tranche for any Interest
Period, the interest rate per annum determined by the Administrative Agent as the rate which appears on the Bloomberg Page BBAM1
(or on such other substitute Bloomberg page that displays rates at which the relevant Optional Currency is offered by leading
banks in the London interbank deposit market), rounded upwards, if necessary, to the nearest 1/100th of 1% per annum, or the rate
which is quoted by another source selected by the Administrative Agent as an authorized information vendor for the purpose of displaying
rates at which such applicable Optional Currencies are offered by leading banks in the London interbank deposit market at approximately
11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant Interbank
Market offered rate for deposits in Euros or British Pounds Sterling for an amount comparable to the principal amount of such Borrowing
Tranche and having a borrowing date and a maturity comparable to such Interest Period.


 


(c)            with
respect to Optional Currency Swingline Loans denominated in Canadian Dollars comprising any Borrowing Tranche, the interest rate
per annum (the “CDOR Rate”) as determined by the Administrative Agent, equal to the arithmetic average rate
applicable to Canadian Dollar bankers’ acceptances (C$BAs) for the applicable Interest Period appearing on the Bloomberg
page BTMM CA, rounded to the nearest 1/100th of 1% per annum, at approximately 11:00 a.m. Eastern Time, two Business
Days prior to the commencement of such Interest Period, or if such day is not a Business Day, then on the immediately preceding
Business Day, provided that if such rate does not appear on the Bloomberg page BTMM CA on such day the CDOR Rate on such day
shall be the rate for such period applicable to Canadian Dollar bankers’ acceptances quoted by a bank listed in Schedule
I of the Bank Act (Canada), as selected by the Administrative Agent, as of 11:00 a.m. Eastern Time on such day or, if such
day is not a Business Day, then on the immediately preceding Business Day.


 


(d)            The
LIBO Rate for any Loans shall be based upon the LIBO Rate for the currency in which such Loans are requested. With respect to
any Loans available at a LIBO Rate, if at any time, for any reason, the source(s) for the LIBO Rate described above for
the applicable currency or currencies is no longer available, then the Administrative Agent may determine a comparable
replacement rate at such time (which determination shall be conclusive absent manifest error).


 


(e)            The
Administrative Agent shall give prompt notice to the Borrower of the LIBO Rate as determined or adjusted in accordance herewith,
which determination shall be conclusive absent manifest error.


 


(f)            The
LIBO Rate for any Term Loan, Revolving Loan or Dollar Swingline Loan shall be adjusted with respect to any Eurocurrency Borrowing
that is outstanding on the effective date of any change in the Eurocurrency Reserve Percentage as of such effective date.


 


(g)            Optional
Currency Swingline Loans (but not Revolving Loans or Term Loans) shall be subject to the reserve requirements set forth in Section 2.23(a).


 






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(h)            Notwithstanding
the foregoing, if the LIBO Rate as determined under any method above would be less than zero (0.00), such rate shall be deemed
to be zero (0.00) for purposes of this Agreement.


 


“LIBO Rate Option”
means the option of the Borrower to have Revolving Loans, Swingline Loans (including Optional Currency Swingline Loans) and Term
Loans bear interest at the LIBO Rate pursuant to the provisions hereof.


 


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


 


“Loan Document
Obligations” has the meaning set forth in the Collateral Agreement.


 


“Loan Documents”
means this Agreement, the Incremental Facility Agreements, the Loan Modification Agreements, the Collateral Agreement, the other
Security Documents, the Reaffirmation AgreementAgreements,
the Subordination Agreement, the Supplemental IP Security Agreements, the Perfection Certificate, any agreement designating an
additional Issuing Bank as contemplated by Section 2.05(j), any amendments to the foregoing documents (including the First
Amendment and the Second Amendment) and, except for purposes of Section 9.02, any
promissory notes delivered pursuant to Section 2.04(b) or Section 2.09(c).


 


“Loan Modification
Agreement” means a Loan Modification Agreement, in form and substance reasonably satisfactory to the Administrative Agent,
among the Borrower, the Administrative Agent and one or more Accepting Lenders, effecting one or more Permitted Amendments and
such other amendments hereto and the other Loan Documents as contemplated by Section 2.22.


 


“Loan Modification
Offer” has the meaning set forth in Section 2.22(a).


 


“Loan Parties”
means the Borrower and each Subsidiary Loan Party.


 


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


 


“Long-Term Indebtedness”
means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.


 


“Majority in
Interest”, when used in reference to Lenders of any Class, means, at any time, (a) in the case of the Revolving
Lenders in any Class, Lenders having Revolving Exposures and unused Revolving Commitments in such Class representing more
than 50% of the sum of the Aggregate Revolving Exposures and the unused Aggregate Revolving Commitment in such Class at such
time and (b) in the case of the Term Lenders in any Class, Lenders holding outstanding Term Loans in such Class representing
more than 50% of all Term Loans outstanding at such time in such Class.


 






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“Material
Acquisition” means any acquisition, or a series of related acquisitions, of (a) Equity Interests in any Person
if, after giving effect thereto, such Person will become a Subsidiary or (b) assets comprising all or substantially all
the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of
business of) any Person; provided that the aggregate consideration therefor (including Indebtedness assumed in
connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price
adjustment but excluding earnout or similar payments) and all other consideration payable in connection therewith (including
payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration))
exceeds $5100,000,000.


 


“Material
Adverse Effect” means an event or condition that has resulted, or could reasonably be expected to result, in a
material adverse effect on (a) the business, assets, liabilities, operations or condition (financial or otherwise) of
the Borrower and the Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its obligations
under any Loan Document or (c) the rights and remedies available to the Lenders under any Loan Document.


 


“Material
Contract” means, with respect to any Person, any indenture, loan or credit agreement, mortgage, deed of trust,
contract, undertaking or other agreement or instrument to which such Person is a party or by which it or any of its
properties is bound and that (a) evidences or governs any Material Indebtedness or any Disqualified Equity Interests or
(b) involves aggregate amounts payable by or to such Person or any of its Affiliates during any fiscal year of $750,000,000
or more (other than, in the case of this clause (b), (i) purchase orders entered into in the ordinary course of business
and (ii) any other contract, undertaking or other agreement that by its terms may be terminated or canceled by such
Person in the ordinary course of business upon less than 60 days prior notice and without penalty or premium).


 


“Material Disposition”
means any sale, transfer or other disposition, or a series of related sales, transfers or other dispositions, of (a) all or
substantially all the issued and outstanding Equity Interests in any Subsidiary that are owned by the Borrower or any Subsidiary
or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business
unit, division, product line or line of business of) any Person; provided that the aggregate consideration therefor (including
Indebtedness assumed by the transferee in connection therewith, all obligations in respect of deferred purchase price (including
obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable
in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing
acquisition consideration)) exceeds $750,000,000.


 






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“Material
Foreign IP Subsidiary” means any Foreign Subsidiary that is a wholly owned Subsidiary, provided that
(a) such Foreign Subsidiary shall not be liable for and shall not create, incur, assume or permit to exist any
Indebtedness permitted under Section 6.01(a)(xi),
(xii) or (xiii), and (b) no Subsidiary (other than any Subsidiary Loan Party) that owns directly or
indirectly any Equity Interest in any such Foreign Subsidiary shall (i) be liable for or create, incur, assume or permit
to exist any Indebtedness, (ii) create, incur, assume or permit to exist any Lien on any of its assets, other than Liens
created under the Loan Documents and Permitted Encumbrances, (iii) own or acquire any assets other than Equity Interests
in such Foreign Subsidiary (or any other Subsidiary that meets the requirements of this clause (b)), cash and Permitted
Investments or (iv) engage in any business or activity other than the ownership of the outstanding Equity Interests in
such Foreign Subsidiary (or any other Subsidiary that meets the requirements of this clause (b)) and activities incidental
thereto.


 


“Material Indebtedness”
means Indebtedness (other than the Loans, Letters of Credit and Guarantees under the Loan Documents), or obligations in respect
of one or more Hedging Agreements, in each case of any one or more of the Borrower and the Subsidiaries in an aggregate principal
amount of $150,000,000 or more. For purposes
of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in
respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that
the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.


 


“Maturity Date”
means DecemberNovember 185,
20225 (or, if such date shall not be a
Business Day, the immediately preceding Business Day).


 


“Maximum Permitted
Net Senior Secured Leverage Ratio” means, at any time, the maximum Net Senior
Secured Leverage Ratio then permitted under Section 6.12.


 


“Minority
Investment” means Investments by the Borrower and/or any Subsidiary made after the Restatement Effective Date in
Equity Interests of any Person (a “JV Entity”) that is engaged in a business of the type conducted by the
Borrower and its Subsidiaries on the Restatement Effective Date or any business reasonably related thereto or complementary
thereto, provided that such Investment does not result in such JV Entity either becoming a Subsidiary of the Borrower
or the Borrower or any Subsidiary (individually or collectively) Controlling such JV Entity. The amount, as of any date of
determination, of any Minority Investment shall be calculated in accordance with the provisions of the second sentence of the
definition of the term “Investment”; provided that, if the Borrower or a Subsidiary acquires additional
Equity Interests in, or all or substantially all of the assets of, a JV Entity in an acquisition permitted by
Section 6.04, and as a result of such acquisition the JV Entity becomes a wholly-owned Subsidiary,
or all or substantially all of its business and assets become owned and conducted by the Borrower or a wholly-owned
Subsidiary, the “outstanding” Investment attributable to such JV Entity shall, notwithstanding anything to the
contrary in the definition of the term “Investment”, be considered zero for purposes of SectionSections
6.04(o) and (q).


 


“Month,”
with respect to an Interest Period means the interval between the days in consecutive calendar months numerically corresponding
to the first day of such Interest Period. If any Interest Period begins on a day of a calendar month for which there is no numerically
corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed
to end on the last Business Day of such final month.


 






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“Moody’s”
means Moody’s Investors Service, Inc., and any successor to its rating agency business.


 


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


 


“Net Leverage
Ratio” means, on any date, the ratio of (a) Total Funded Indebtedness as of such date, minus an amount equal
to the lesser of (i) the sum of (x) 100% of Domestic Unrestricted Cash as at such date, plus (y) 65% of the Foreign
Unrestricted Cash as at such date, and (ii) $10250,000,000,
to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior
to such date.


 


“Net Proceeds”
means with respect to the sale or issuance after the First Amendment Effective Date of any Equity Interests in the Borrower
or any Borrower Parent Company in connection with a Public Offering, the amount equal to (a) the aggregate amount
received in cash by a Borrower Parent Company, the Borrower or any Subsidiary thereof in connection with such sale or
issuance, but only as and when received, minus (b) the underwriting discounts,
the fees, commissions, stamp or other taxes and other out-of-pocket expenses incurred by the Borrower and its Subsidiaries
(or, if applicable, any Borrower Parent Company) and paid to Persons other than a Loan Party or Affiliate thereof (unless
such payment to such Affiliate is approved in writing by the Administrative Agent in its sole discretion) in connection with
such sale or issuance.Senior
Secured Leverage Ratio” means, on any date, the ratio of (a) Total Funded Secured Indebtedness as of such date,
minus an amount equal to the lesser of (i) the sum of (x) 100% of Domestic Unrestricted Cash as at such date, plus
(y) 65% of the Foreign Unrestricted Cash as at such date, and (ii) $250,000,000, to (b) Consolidated EBITDA
for the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such
date.


 


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


 


“Non-Qualified
Deferred Compensation Plan” means the Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan, as
amended and restated effective as of January 1, 2015, and as further amended from time to time.


 


“Non-Qualifying
Party” means any Loan Party that fails for any reason to qualify as an Eligible Contract Participant.


 


“Optional Currency”
means the following lawful currencies: Euros, British Pounds Sterling and Canadian Dollars and any other currency approved by Administrative
Agent, the Swingline Lender and all of the Issuing Banks pursuant to Section 2.23(e). Subject to Section 2.23, each Optional
Currency must be the lawful currency of the specified country.


 


“Optional Currency
Swingline Loans” has the meaning assigned to such term in Section 2.04(a).


 


“Original Closing
Date” means the “Closing Date” as defined in the Existing Credit Agreement, which date was February 2,
2012.


 






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“Original Currency”
has the meaning assigned to such term in Section 2.29(a).


 


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


 


“Other Currency”
has the meaning assigned to such term in Section 2.29(a).


 


“Other Taxes”
means any present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19(b)).


 


“Overnight Bank
Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings
by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank
of New York (“NYFRB”), as set forth on its public website from time to time, and as published on the next succeeding
Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg)
selected by the Administrative Agent for the purpose of displaying such rate); provided, that if such day is not a Business
Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided,
further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined
by the Administrative Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank
Funding Rate determined as above would be less than zero (0.00), then such rate shall be deemed to be zero (0.00). The rate of
interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to
the Borrower.


 


“Overnight Rate”
means for any day with respect to any Swingline Loans in an Optional Currency, the rate of interest per annum as determined by
the Administrative Agent at which overnight deposits in such currency, in an amount approximately equal to the amount with respect
to which such rate is being determined, would be offered for such day in the Relevant Interbank Market.


 


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


 


“Participants”
has the meaning set forth in Section 9.04(c)(i).


 


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


 






    33


     


    

 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Perfection
Certificate” means a certificate in the form of Exhibit F or any other form approved by the Administrative Agent.


 


“Permitted
Acquisition” means the purchase or other acquisition by the Borrower or any 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,
product line or line of business of), any Person; provided that (a) in the case of any such purchase or other
acquisition of any Equity Interests in any Person, upon the consummation of such purchase or other acquisition such
Person and each subsidiary of such Person will be a wholly owned Subsidiary (including as a result of a
merger or consolidation between any Subsidiary and such Person);
provided that if such acquired Person has one or more Subsidiaries that are not wholly-owned, such non-wholly owned
Subsidiaries may be acquired in connection with such Permitted Acquisition, (b) such purchase or other
acquisition was not preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated by or on
behalf of the Borrower or any Subsidiary, (c) all transactions related thereto are consummated in accordance with
applicable Law, (d) the business of such Person, or such assets, as the case may be, constitute a business permitted
under Section 6.03(b), (e) with respect to each such purchase or other acquisition, all actions required to be
taken with respect to each newly created or acquired Subsidiary or assets in order to satisfy the requirements set forth in
clauses (a), (b), (c), (d) and (f) of the definition of the term “Collateral and Guarantee Requirement”
shall have been taken (or arrangements for the taking of such actions satisfactory to the Administrative Agent shall have
been made), and (f) at the time of and immediately after giving effect to any such purchase or other acquisition,
(i) no Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance with the
covenants set forth in Sections 6.12 and 6.13 at the end of the last fiscal quarter of the Borrower for which financial
statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the delivery of
any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial statements
referred to in Section 3.04(a)) calculated on both an actual and on a pro forma basis in accordance with
Section 1.04(b).


 


“Permitted
Amendment” means an amendment to this Agreement and the other Loan Documents, effected in connection with a Loan
Modification Offer pursuant to Section 2.22, providing for an extension of the Maturity Date and/or the Revolving Maturity
Date applicable to the Loans and/or Commitments of the Accepting Lenders and, in connection therewith, as applicable,
(a) an increase in the Applicable Rate with respect to the Loans and/or Commitments of the Accepting Lenders, and/or
(b) an increase in the fees payable to, or the inclusion of new fees to be payable to, the Accepting Lenders.


 


“Permitted Encumbrances”
means:


 


(a)            Liens
imposed by Law for Taxes that are not yet due or are being contested in compliance with Section 5.06;


 


(b)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by Law (other than
any Lien imposed pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or a violation of Section 436
of the Code), arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or
are being contested in compliance with Section 5.06;


 






    34


     


    

 


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


 


(d)            pledges
and deposits made (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 (i) above;


 


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


 


(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 Subsidiary;


 


(g)            Liens
arising from Permitted Investments described in clause (d) of the definition of Permitted Investments;


 


(h)            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 and are not subject to restrictions on access by the Borrower or any Subsidiary in excess of those required by
applicable banking regulations;


 


(i)            Liens
arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable Law) regarding operating
leases entered into by the Borrower and the Subsidiaries in the ordinary course of business; and


 


(j)            Liens
representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee,
in the property subject to any lease, license or sublicense or concession agreement permitted by this Agreement;


 


provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness other than Liens referred to in clauses (c)(ii) and (d)(ii) above
securing obligations under letters of credit, bankers guarantees or similar instruments.


 


“Permitted Holder”
means the Bentley Brothers, their Family Members and their Family Trusts.


 






    35


     


    

 


“Permitted Investments”
means:


 


(a)            direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America
or any agency or instrumentality thereof, 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 Moody’s;


 


(c)            investments
in certificates of deposit, banker’s acceptances and demand or time deposits, in each case maturing within 180 days
from the date of acquisition thereof, issued or guaranteed by or placed with, and money market deposit accounts issued or
offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State
thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;


 


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


 


(e)            money
market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and


 


(f)            in
the case of any Foreign 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 such Foreign Subsidiary for cash management purposes.;
and


 


(g)            “Permitted
Minority Investment Amount” has the meaning set forth in Section 6.04(o).Investments
constituting Hedging Agreements permitted by Section 6.07(c).


 


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


 


“Plan”
means any “employee pension benefit plan”, as defined in Section 3(2) of ERISA (other than a Multiemployer
Plan), that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and
in respect of which the Borrower or any of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“PNC”
means PNC Bank, National Association.


 


“Prime Rate”
means the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime
rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others by the Administrative
Agent. Any change in the Prime Rate shall take effect at the opening of business on the day such change is announced.


 






    36


     


    

 


“Principal Office”
means the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.


 


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


 


“Public
Offering” means any underwritten public offering or direct listing of common Equity Interests in the Borrower or a
Borrower Parent Company, in each case pursuant to an effective registration statement on Form S-1 or S-3 or any
successor form filed with the SEC pursuant to the Securities Act, including the registration of common Equity Interests in
the Borrower or a Borrower Parent Company relating to the resale of Equity Interests in the Borrower or a Borrower Parent
Company in which the Borrower or a Borrower Parent Company will not receive the proceeds from the sale of such Equity
Interests.


 


“Published Rate”
means the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing
under the caption “London Interbank Offered Rates” for a one-month period (or, if no such rate is published therein
for any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London
interbank deposit market for a one-month period as published in another publication determined by the Administrative Agent).


 


“Purchase Card
Facility” means a purchase card facility providing corporate credit cards and related services to employees of one or
more Loan Parties and all agreements or other arrangements in connection therewith.


 


“Qualified
ECP Loan Party” means each Loan Party that on the Eligibility Date is (a) a corporation, partnership,
proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in
Section 1a(10) of the CEA and the CFTC regulations thereunder that has total assets exceeding $10,000,000 or
(b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the
Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter
of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.


 


“Reaffirmation
AgreementAgreements”
means, collectively, the Reaffirmation and Amendment to Guarantee and Collateral Agreement,
dated as of the Restatement Effective Date, among the Borrower, the other Loan Parties party thereto and the Administrative Agent,
and any other reaffirmation of the Guarantee and Collateral Agreement among the Borrower, the other Loan Parties and the Administrative
Agent.


 


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


 


“Reference Currency”
has the meaning specified in the definition of “Equivalent Amount.”


 






    37


     


    

 


“Refinancing
Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”), any
Indebtedness that extends, renews or refinances such Original Indebtedness (or any Refinancing Indebtedness in respect
thereof); provided that (a) the principal amount of such Refinancing Indebtedness shall not exceed the principal
amount of such Original Indebtedness except by an amount no greater than accrued and unpaid interest with respect to such
Original Indebtedness and reasonable fees and expenses relating to such extension, renewal or refinancing; (b) the
stated final maturity of such Refinancing Indebtedness shall not be earlier than that of such Original Indebtedness, and such
stated final maturity shall not be subject to any conditions that could result in such stated final maturity occurring on a
date that precedes the stated final maturity of such Original Indebtedness; (c) such Refinancing Indebtedness shall not
be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence
of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of
default or a change in control or as and to the extent such repayment, prepayment, redemption, repurchase or defeasance would
have been required pursuant to the terms of such Original Indebtedness) prior to the earlier of (i) the maturity of such
Original Indebtedness and (ii) the date 91 days after the later of the latest Maturity Date and the latest Revolving
Maturity Date in effect on the date of such extension, renewal or refinancing, provided that, notwithstanding the
foregoing, scheduled amortization payments (however denominated) of such Refinancing Indebtedness shall be permitted so long
as the weighted average life to maturity of such Refinancing Indebtedness shall be longer than the weighted average life to
maturity of such Original Indebtedness remaining as of the date of such extension, renewal or refinancing; (d) such
Refinancing Indebtedness shall not constitute an obligation (including pursuant to a Guarantee) of any Subsidiary that shall
not have been (or, in the case of after-acquired Subsidiaries, shall not have been required to become) an obligor in respect
of such Original Indebtedness; (e) if such Original Indebtedness shall have been subordinated to the Loan Document
Obligations, such Refinancing Indebtedness shall also be subordinated to the Loan Document Obligations on terms not less
favorable in any material respect to the Lenders; and (f) such Refinancing Indebtedness shall not be secured by any Lien
on any asset other than the assets that secured such Original Indebtedness (or would have been required to secure such
Original Indebtedness pursuant to the terms thereof) or, in the event Liens securing such Original Indebtedness shall have
been contractually subordinated to any Lien securing the Loan Document Obligations, by any Lien that shall not have been
contractually subordinated to at least the same extent.


 


“Register”
has the meaning set forth in Section 9.04(b).


 


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


 


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


 


“Relevant Interbank
Market” means in relation to Euro and British Pounds Sterling, the London interbank market, and in relation to any other
currencies, the applicable offshore interbank market. Notwithstanding the foregoing, the references to the currencies listed in
this definition shall only apply if such currencies are or become available as Optional Currencies in accordance with the terms
hereof.


 






    38


     


    

 


“Reportable
Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint
or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime
to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect
of its operations is in actual or probable violation of any Anti-Terrorism Law.


 


“Required Lenders”
means Lenders (other than any Defaulting Lender) having more than 50% of the sum of (i) the aggregate amount of the Revolving
Commitments of the Lenders (excluding any Defaulting Lender) or, after the termination of the Revolving Commitments, the outstanding
Aggregate Revolving Exposure of the Lenders (excluding any Defaulting Lender) and (ii) the aggregate outstanding amount of
any Term Loans.


 


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


 


“Restatement
Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02), which date is December 19, 2017.


 


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


 


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


 


“Revolving Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount
of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08,
(b) increased from time to time pursuant to Section 2.21 and (c) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment
is set forth on Schedule 2.01, or in the Assignment and Assumption or the Incremental Facility Agreement pursuant to which such
Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate
amount of the Lenders’ Revolving Commitments is $8500,000,000,000,000
as of the Second Amendment Effective Date.


 


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


 






    39


     


    

 


“Revolving
Lender” means a Lender with a Revolving Commitment or Revolving Exposure.


 


“Revolving Lender
Parent” means, with respect to any Revolving Lender, any Person in respect of which such Revolving Lender is a subsidiary.


 


“Revolving Loan”
means a Loan made pursuant to clause (b) of Section 2.01.


 


“Revolving Maturity
Date” means DecemberNovember 185,
20225 (or, if such date shall not be a
Business Day, the immediately preceding Business Day).


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor to its rating agency business.


 


“Sale/Leaseback
Transaction” means an arrangement relating to property owned by the Borrower or any Subsidiary whereby the Borrower or
such Subsidiary sells or transfers such property to any Person and the Borrower or any Subsidiary leases such property, or other
property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, from such Person
or its Affiliates.


 


“Sanctioned
Country” means a country or territory that is the target or subject of a sanctions program maintained under any Anti-Terrorism
Law, including, without limitation, any country that is the subject of economic or financial sanctions imposed by the Office of
Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council,
the European Union or Her Majesty’s Treasury of the United

Kingdom.


 


“Sanctioned
Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially
designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or
prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism
Law, including, without limitation, any Person listed on any sanctions-related list maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the
European Union or Her Majesty’s Treasury of the United Kingdom.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Second
Amendment” means the Second Amendment to this Agreement, dated as of January 25, 2021, among the Borrower, the Subsidiary
Loan Parties, the Lenders parties thereto and the Administrative Agent.


 


“Second
Amendment Effective Date” has the meaning assigned to such term in the Second Amendment.


 


“Secured
Hedge Obligations” has the meaning assigned to such term in the Collateral Agreement.


 






    40


     


    

 



 


“Secured Obligations”
has the meaning set forth in the Collateral Agreement.


 


“Secured Parties”
has the meaning set forth in the Collateral Agreement.


 


“Securities
Act” means the United States Securities Act of 1933.


 


“Security Documents”
means the Collateral Agreement, the Foreign Pledge Agreements, the IP Security Agreements, the Control Agreements and each other
security agreement or other instrument or document executed and delivered pursuant to Section 5.03 or 5.12 to secure the Secured
Obligations.


 


“Significant
Equity Holders” means the Bentley Brothers and any other individual that, together with his or her Family Members and
Family Trusts, owns 1% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests
in the Borrower.


 


“Specified Default”
means a Default under clause (a), (b), (d) (insofar as such clause relates to Section 6.12 or 6.13) or (e) (insofar
as such clause relates to the delivery under Section 5.01(a) of an audit opinion that does not contain a “going
concern” qualification) of Article VII.


 


“Stock Option
Plan” means (a) the 2005 Stock Option Plan, as amended and restated effective March 19, 2008, and the 2015
Equity Incentive Plan, as amended, of the Borrower, in each case as such plan is in effect on the date hereof, and (b) any
other stock option plan (including either of the plans referred to in clause (a) above as it may be amended or otherwise modified
after the date hereof) or other employee compensation plan so long as the terms thereof requiring or permitting the Borrower to
repurchase any shares of capital stock of the Borrower or make any other Restricted Payments are not, in the aggregate, materially
more adverse to the interests of the Lenders than the terms of the plans referred to in clause (a) above as in effect on the
date hereof.


 


“Subordination
Agreement” means the Amended and Restated Intercompany Subordination Agreement, dated as of the Restatement Effective
Date, by and among the Administrative Agent, the Borrower and the Subsidiaries of the Borrower party thereto.


 


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


 


“Subsidiary”
means any subsidiary of the Borrower.


 


“Subsidiary
Loan Party” means each Subsidiary that is a party to the Collateral Agreement.


 






    41


     


    

 


“Supplemental
IP Security Agreements” has the meaning set forth in the Collateral Agreement. 


 


“Swap”
means any “swap” as defined in Section 1(a)47 of the CEA and regulations thereunder, other than (a) a swap
entered into, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA
or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).


 


“Swingline Exposure”
means, at any time, the aggregate Dollar Equivalent principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.


 


“Swingline Lender”
means PNC, in its capacity as lender of Swingline Loans hereunder.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.04.


 


“Swingline
Loan Commitment” means PNC’s commitment to make Swingline Loans to the Borrower in an aggregate Dollar
Equivalent principal amount of up to $850,000,000.


 


“Swingline Loan
Conversion Date” has the meaning set forth in Section 2.04(c).


 


“Swingline Loan
Repayment Date” has the meaning set forth in Section 2.04(b).


 


“Swingline Notes”
has the meaning assigned thereto in Section 2.04(b).


 


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


 


“Technology
License Agreement” means the Technology License Agreement dated as of December 30, 2009, among the Borrower and
Bentley Software International Limited, an Irish company.


 


“Term Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make a Term Loan on the First Amendment Effective
Date, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Lender, as such commitment
may be assigned or modified. The initial amount of each Lender’s Term Commitment as of the First Amendment Effective Date
is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Commitment,
as applicable. The initial aggregate amount of the Lenders’ Term Commitments as of the First Amendment Effective Date is
$125,000,000.


 


“Term Lender”
means a Lender with a Term Commitment or an outstanding Term Loan.


 






    42


     


    

 


“Term Loan”
means a Term Loan made pursuant to Section 2.01(a). For the avoidance of doubt, as of the Second
Amendment Effective Date, there are no Term Loans outstanding.


 


“Total
Funded Indebtedness” means, as of any date, the sum (without duplication) of (a) the aggregate principal
amount of Indebtedness of the Borrower and the Subsidiaries outstanding as of such date, in the amount that would be
reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but without giving
effect to any election to value any Indebtedness at “fair value”, as described in Section 1.04(a), or any
other accounting principle that results in the amount of any such Indebtedness (other than zero coupon Indebtedness) as
reflected on such balance sheet to be below the stated principal amount of such Indebtedness), (b) the aggregate amount
of Capital Lease Obligations of the Borrower and the Subsidiaries outstanding as of such date, determined on a consolidated
basis, and (c) the aggregate obligations of the Borrower and the Subsidiaries as an account party in respect of letters
of credit or letters of guaranty, other than contingent obligations in respect of any letter of credit or letter of guaranty
to the extent such letter of credit or letter of guaranty does not support Indebtedness.


 


“Total
Funded Secured Indebtedness” means, as of any date, the aggregate amount of Total Funded Indebtedness on such date secured
by Liens on any of the assets of the Borrower and the Subsidiaries, including, in any event, without duplication, the Aggregate
Revolving Exposure, the aggregate principal amount of the Term Loans (if any) and the aggregate amount of Capital Lease Obligations
of the Borrower and the Subsidiaries outstanding on such date. For the sake of clarity, Approved Convertible Debt shall not be
included in calculating Total Funded Secured Indebtedness.


 


“Transactions”
means the execution, delivery and performance of the Loan Documents by each of the Loan Parties intended to be a party thereto,
the borrowing of the Loans and the issuance of the Letters of Credit hereunder and the use of the proceeds thereof.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the LIBO Rate, the Alternate Base Rate or, in the case of Dollar Swingline Loans,
the Daily LIBOR Rate, as determined by the Administrative Agent and the Borrower (or, with respect to Swingline Loans, such other
rate as is agreed to by the Borrower and the Swingline Lender).


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax Certificate”
has the meaning set forth in Section 2.17(f)(ii)(D)(2).


 


“UCP”
has the meaning specified in Section 9.09.


 


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


 






    43


     


    

 


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


 


“Unrestricted
Cash” means cash, cash equivalents and Permitted Investments of the Borrower or any of its Subsidiaries that (a) would
not be required to appear as “restricted” on a consolidated balance sheet of the Borrower or any of its Subsidiaries
and (b) is not subject to any Lien in favor of any Person other than Liens created under the Loan Documents and Liens constituting
Permitted Encumbrances of the type described in clause (h) of the definition of such term.


 


“Unsecured
Debt Incurrence Compliance Certificate” has the meaning as set forth in Section 6.01(xiii).


 


“USA
PATRIOT Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter
be, renewed, extended, amended or replaced.


 


“wholly
owned”, when used in reference to a subsidiary of any Person, means that all the Equity Interests in such
subsidiary (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to
be held by other Persons under applicable Law) are owned, beneficially and of record, by such Person, another wholly
owned subsidiary of such Person or any combination thereof.


 


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


 


“Withholding
Agent” means any Loan Party and the Administrative Agent.


 


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


 


SECTION 1.02.
Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings
may be classified and referred to by Class (e.g., a “Revolving Loan” or “Revolving Borrowing”)
or by Type (e.g., a “Eurocurrency Loan” or “Eurocurrency Borrowing”) or by Class and Type (e.g.,
a “Eurocurrency Revolving Loan” or “Eurocurrency Revolving Borrowing”).


 






    44


     


    

 


SECTION 1.03. Terms
Generally. The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have
the same meaning and effect as the word “shall”. The words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible
assets and properties, including cash, securities, accounts and contract rights. Unless the context requires otherwise,
(a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the
other Loan Documents) 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), (b) any definition of or reference to any statute, rule or regulation shall be construed as
referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable
successor Laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and
assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any
other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words
 “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Agreement.


 


SECTION 1.04. Accounting
Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided
herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect
from time to time; provided that (i) if at any time any change in GAAP would affect in any material respect the
computation of any covenant (including the computation of any financial covenant and resulting changes, if any, to the
Applicable Rate) set forth in any Loan Document, (x) the Borrower may, by providing written notice to the Administrative
Agent, and (y) the Administrative Agent or the Required Lenders may, by providing written notice to the Borrower (in
either case), elect not to apply such change in GAAP, and concurrently with the delivery of such notice (or promptly
thereafter if such notice is delivered by the Administrative Agent or the Required Lenders), the Borrower shall
provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the
Administrative Agent, between calculations of such covenant made before and after the disapplication of such change in GAAP,
(ii) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein
shall be construed, and all computations of amounts and ratios referred to herein (including financial covenants and other
financial tests) shall be made without giving effect to any election under Statement of Financial Accounting Standards 159,
The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the
Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value”,
as defined therein and (iii) notwithstanding the Accounting Standards Update issued by the Financial Accounting
Standards Board (“FASB”) on February 25, 2016 related to lease accounting standards and related materials
issued by FASB, the treatment of leases for all purposes hereunder (and any related interest or lease expense) shall be based
on GAAP prior to the implementation of such Accounting Standards Update. Without limiting the foregoing, operating leases
shall not be deemed to be “capital leases” regardless of whether they may appear on the balance sheet under
GAAP.


 






    45


     


    

 


(b)            All
pro forma computations required to be made hereunder giving effect to any Material Acquisition, Material Disposition,
Permitted Acquisition or other transaction shall be calculated after giving pro forma effect thereto (and, in the case of any
pro forma computations made hereunder to determine whether such Material Acquisition, Material Disposition, Permitted
Acquisition or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since
the first day of the period covered by any component of such pro forma computation and on or prior to the date of such
computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters
ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to
Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last
fiscal quarter included in the financial statements referred to in Section 3.04(a)), and, to the extent applicable, to
the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or
reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. 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 Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining term in
excess of 12 months). In addition, for any pro forma computations made between the First Amendment Effective Date and the
delivery of the financial statements for the quarter ended September 30, 2020 pursuant to Section 5.01(b), such pro
forma calculations shall give effect to the making of the Term Loans as if made on June 30, 2020.


 


SECTION 1.05.
Currency Calculations. All financial statements and Compliance Certificates shall be
set forth in Dollars. For purposes of preparing the financial statements, calculating financial covenants and determining compliance
with covenants expressed in Dollars, Optional Currencies shall be converted to Dollars at the currency exchange rates in effect
on the date of such determination; provided that no Default or Event of Default shall arise as a result of any limitation set forth
in Dollars in Section 6.01 or 6.02 being exceeded solely as a result of changes in currency exchange rates from those rates
applicable at the time or times Indebtedness or Liens were initially consummated in reliance on the exceptions under such Sections.
For purposes of any determination under Section 6.04, 6.05 or 6.08, the amount of each Investment, disposition, Restricted
Payment or other applicable transaction denominated in Optional Currencies shall be translated into Dollars at the currency exchange
rate in effect on the date such Investment, disposition, Restricted Payment or other transaction is consummated. Such currency
exchange rates shall be determined in good faith by the Borrower.


 






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SECTION 1.06. Amendment
and Restatement of Existing Credit Agreement. (a) This Agreement constitutes an
amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The
parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this
Agreement and (ii) satisfaction of the conditions set forth in Section 4.01 hereof (or waiver in accordance with
Section 9.02), the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and
restated in their entirety by the terms and provisions of this Agreement. It is the express intent of the parties hereto that
this Agreement is entered into in substitution for, and not in payment of, the obligations of the Borrower under the Existing
Credit Agreement and is in no way intended to constitute a novation of any of the Borrower’s indebtedness which was
evidenced by the Existing Credit Agreement or any of the other Loan Documents. Upon the effectiveness hereof (I) all
 “Revolving Loans” (as defined in the Existing Credit Agreement) made under the Existing Credit Agreement which
are outstanding on the Restatement Effective Date shall continue as Revolving Loans under (and shall be governed by the terms
of) this Agreement and shall either have the same Interest Periods as in effect under the Existing Credit Agreement or an
Interest Period of one Month as determined by the Administrative Agent in consultation with the Borrower, (II) all
 “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the
Restatement Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement,
(III) each Departing Lender’s outstanding “Loans” under (and as defined in) the Existing Credit
Agreement as of the Restatement Effective Date shall be repaid in full in cash in immediately available funds (accompanied by
any accrued and unpaid interest and fees thereon and any other amounts or liabilities owing to each Departing Lender under
the Existing Credit Agreement), each Departing Lender’s “Commitment” under and as defined in the
Existing Credit Agreement shall be terminated and be of no further force and effect, each Departing Lender shall not be a
Lender for any purpose hereunder (provided that each Departing Lender shall retain its respective rights as a
 “Lender” under the Existing Credit Agreement to expense reimbursement and indemnification pursuant to, and in
accordance with, the terms of the Existing Credit Agreement), and such Departing Lender shall be released from any
obligation or liability under the Existing Credit Agreement, (IV) all “Term Loans” (as defined in the
Existing Credit Agreement) shall be paid in full including all accrued interest thereon, (V) all obligations
constituting “Obligations” or “Secured Obligations” under and as defined in the Existing Credit
Agreement or any Loan Document with any Lender (but not any Departing Lender or Affiliate of a Departing Lender) which are
outstanding on the Restatement Effective Date and are not being paid on such date shall continue as Obligations or Secured
Obligations, as applicable, under this Agreement and the other Loan Documents, (VI) all references in the “Loan
Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent,” the
 “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent,
this Agreement and the Loan Documents (in each case as defined herein), (VII) the Administrative Agent shall make such
reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under
the Existing Credit Agreement as are necessary in order that such Lender’s pro rata share of the outstanding Loans
hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans on the Restatement Effective Date
based on its Applicable Percentage, and (VIII) the Borrower shall compensate each Departing Lender for any and all
losses, costs and expenses incurred by such Departing Lender in connection with the repayment of any “Eurocurrency
Loans” (as defined in the Existing Credit Agreement), in each case on the terms and in the manner set forth in 2.16 of
the Existing Credit Agreement, provided, however, that, for the avoidance of doubt, each Lender under this Agreement
agrees to waive any right to compensation under Section 2.16 in connection with the reallocation and transactions
described above. Without limiting the foregoing, the parties hereto (including, without limitation, each Departing Lender)
hereby agree that the consent of any Departing Lender shall be limited to the acknowledgments and agreements set forth in
this Section 1.06, and shall not be required as a condition to the effectiveness of any other amendments,
restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.


 






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(b)            On
the Restatement Effective Date, each Lender (i) shall be deemed to have purchased a participation in each outstanding
Letter of Credit in accordance with its Applicable Percentage and (ii) to the extent necessary, each Lender (including
those Lenders that were not “Lenders” under and as defined in the Existing Credit Agreement) shall fund Revolving
Loans (or receive payment of its “Revolving Loans”, as defined in the Existing Credit Agreement) such that the
Revolving Loans of each of the Lenders on the Restatement Effective Date are equal to its Applicable Percentage of the
Revolving Loans of all of the Lenders outstanding on the Restatement Effective Date.


 


SECTION 1.07. Divisions. For
all purposes under the Loan Documents, in connection with any Division/Series Transaction: (a) if any asset, right,
obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall
be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes
into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of
its Equity Interests at such time.


 


SECTION 1.08.
Euro-Rate Notification. Section 2.14(b)30
of this Agreement provides a mechanism for determining an alternative rate of interest in the event that one
or more Relevant Interbank Marketthe London interbank offered ratesrate
is no longer available or in certain other circumstances. The Administrative Agent does not warrant or accept any responsibility
for and shall not have any liability with respect to, the administration, submission or any other matter related to any
Relevant Interbank Marketthe London interbank offered rate or any
other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement
rate therefor.


 


Article II


 


The
Credits


 


SECTION 2.01. Commitments. Subject
to the terms and conditions set forth herein (a) each Term Lender agrees to make a Term Loan to the Borrower on the
First Amendment Effective Date in a principal amount not exceeding its Term Commitment and (b) each Revolving Lender
agrees to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate
principal amount that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving
Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts
repaid or prepaid in respect of Term Loans may not be reborrowed.


 






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SECTION 2.02.
Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made
as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall
be responsible for any other Lender’s failure to make Loans as required.


 


(b)            Subject
to Section 2.14, each Revolving Borrowing and Term Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans
as the Borrower may request in accordance herewith. The rate of interest on each Swingline Loan shall be determined in accordance
with Section 2.13. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.


 


(c)            At
the commencement of each Interest Period for any Eurocurrency Borrowing (other than Swingline Loans), such Borrowing shall be
in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a
Eurocurrency Borrowing that results from a continuation of an outstanding Eurocurrency Borrowing may be in an aggregate
amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing (other than Swingline Loans) is made,
such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate
Revolving Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.05(f). Each Swingline Loan (other than a Swingline Loan under a Cash Management Agreement) shall be in an
amount permitted under Section 2.04(f). Borrowings of more than one Type and Class may be outstanding at the same
time; provided that there shall not at any time be more than a total of ten (or such greater number as may be agreed
to by the Administrative Agent) Eurocurrency Borrowings outstanding.


 


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


 


SECTION 2.03. Requests
for Borrowings. To request a Revolving Borrowing or Term Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not
later than 11:00 a.m., Pittsburgh time, three Business Days before the date of the proposed Borrowing or (b) in the case
of an ABR Borrowing, not later than 11:00 a.m., Pittsburgh time, on the day of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.02:


 






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(i)            whether
the requested Borrowing is to be a Term Borrowing or a Revolving Borrowing;


 


(ii)           the
aggregate amount of such Borrowing;


 


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


 


(iv)          whether
such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(v)           in
the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; and


 


(vi)          the
location and number of the account of the Borrower to which funds are to be disbursed or, in the case of any ABR Revolving Borrowing
requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank
that made such LC Disbursement.


 


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


 


Notwithstanding anything to the contrary
herein (including Sections 2.07 and 2.13), any Revolving Loans made on the Restatement Effective Date and any Term Borrowings made
on the First Amendment Effective Date shall be Eurocurrency Borrowings with an Interest Period of one Month, except to the extent
that pursuant to Section 1.06, such Revolving Loans become part of a Borrowing Tranche of Revolving Loans that were outstanding
on the Restatement Effective Date under the Existing Credit Agreement. No Term Loans may be borrowed after the First Amendment
Effective Date.


 


SECTION 2.04. Swingline
Loans. (a) Subject to the terms and conditions set forth herein, the Swingline
Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period in Dollars
(the “Dollar Swingline Loans”) or in an Optional Currency (the “Optional Currency Swingline
Loans”) in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate
Dollar Equivalent principal amount of the outstanding Swingline Loans exceeding $850,000,000
or (ii) the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan unless such
Swingline Loan is an Optional Currency Swingline Loan. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall be in at least the
minimum amounts required under Section 2.04(f) below. The interest rate for a Swingline Loan shall be determined in
accordance with Section  2.13. Notwithstanding
anything to the contrary herein, from and after the Second Amendment Effective Date, no Swingline Loan shall be made in an
Optional Currency unless agreed to by the Swingline Lender in its sole discretion.


 







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(b)            To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone not later than
12:00 noon, Pittsburgh time (i) with respect to Dollar Swingline Loans, on the day of the proposed Dollar Swingline Loan
and (ii) with respect to Optional Currency Swingline Loans, four (4) Business Days prior to the proposed Borrowing
Date specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) the date such
Swingline Loan is to be repaid, if applicable, which date shall be, with respect to Optional Currency Swingline Loans, one
Month from the Borrowing Date (the “Swingline Loan Repayment Date”) and (iv) the currency in which
such Swingline Loan shall be funded. The request for such Swingline Loan shall be irrevocable. Provided that all applicable
conditions precedent contained herein have been satisfied, the Swingline Lender shall, not later than 4:00 p.m., Pittsburgh
time, on the date specified in the Borrower’s request for such Swingline Loan, make such Swingline Loan by crediting
the Borrower’s deposit account with PNC or, in the case of any Swingline Loan requested to finance the reimbursement of
an LC Disbursement as provided in Section 2.05(f), the account of the Issuing Bank that has made such LC Disbursement as
notified to the Administrative Agent. Each such telephonic Borrowing Request shall be irrevocable and shall be irrevocable
and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing
Request. Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise the Swingline Lender of the details thereof. The obligation of the Borrower to repay the Swingline Loans shall
be evidenced by two promissory notes of the Borrower dated the date hereof, payable to the order of the Swingline Lender and
substantially in the form of Exhibit H-1 and Exhibit H-2 (as amended, supplemented or otherwise modified from time
to time, the “Swingline Notes”).


 


(c)            Swingline
Loans shall be repaid on the earlier of (i) the Revolving Maturity Date or (ii) the Swingline Loan Repayment Date
for such Swingline Loan, provided that with respect to an Optional Currency Swingline Loan, the Borrower may renew the
Interest Period thereon by delivering a Swingline Loan Borrowing Request therefor at least four (4) Business Days
prior to the proposed renewal thereof in accordance with the terms of Section 2.04(b) above. Notwithstanding
anything to the contrary herein, any Swingline Loan at any time shall be repaid upon demand by the Administrative Agent (any
such date being the “Swingline Loan Conversion Date”) and the Borrower shall indemnify the Swingline
Lender and each other Lender pursuant to Section 2.16 on account of such repayment. Unless the Borrower shall have
notified the Administrative Agent prior to 11:00 a.m., Pittsburgh time, on such Swingline Loan Conversion Date (or, in the
case of Optional Currency Swingline Loans, 11:00 a.m. Pittsburgh time four (4) Business Days prior to such
Swingline Loan Conversion Date), that the Borrower intends to repay such Swingline Loan with funds other than the proceeds of
a Revolving Loan, or, in the case of an Optional Currency Swingline Loan, renew the Interest Period with respect thereto, the
Borrower shall be deemed to have given notice to the Administrative Agent requesting the Revolving Lenders to make
Revolving Loans in U.S. Dollars in an amount equal to the Dollar Equivalent amount of such Swingline Loans, which Revolving
Loans shall earn interest at the Alternate Base Rate in effect on the Swingline Loan Conversion Date in an aggregate Dollar
Equivalent amount equal to the amount of such Swingline Loan plus interest thereon, and the Revolving Lenders shall, on the
Swingline Loan Conversion Date, make ABR Loans (without the requirement that they comply with the conditions for Revolving
Loans in Section 2.02 and/or Section 2.03), in an aggregate amount equal to the Dollar Equivalent amount of such
Swingline Loan plus interest thereon, the proceeds of which shall be applied directly by the Administrative Agent to repay
the Swingline Lender for such Swingline Loan then due plus accrued interest thereon; and provided, further, that if for any
reason the proceeds of such Revolving Loans are not received by the Swingline Lender on the Swingline Loan Conversion Date in
an aggregate amount equal to the amount of such Swingline Loan then due plus accrued interest thereon, the Borrower shall
reimburse the Swingline Lender on the day immediately following the Swingline Loan Conversion Date, in same day funds, in an
amount equal to the excess of the amount of such Swingline Loan then due over the aggregate amount of such Revolving Loans,
if any, received plus accrued interest thereon.


 






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(d)            In
the event that the Borrower shall fail to repay the Swingline Lender as provided in Section 2.04(c), the Swingline Lender
shall convert such Swingline Loan, if an Optional Currency Swingline Loan, to a Dollar Swingline Loan at the Dollar Equivalent
amount of such Swingline Loan and the Administrative Agent shall promptly notify each Revolving Lender of the unpaid Dollar Equivalent
amount of such Swingline Loan and of such Revolving Lender’s respective participation therein in a Dollar Equivalent amount
equal to such Revolving Lender’s Applicable Percentage of such Swingline Loan, as calculated at the date the Swingline Lender
converts the Optional Currency in which Optional Currency Swingline Loans are denominated into Dollars, if applicable. Each Revolving
Lender shall make available to the Administrative Agent for payment to the Swingline Lender (and each Revolving Lender hereby
absolutely and unconditionally agrees to pay to the Swingline Lender on account of such participation) a Dollar Equivalent amount
equal to its respective participation therein based on its Applicable Percentage of such Swingline Loan or Loans (plus accrued
interest thereon), in Dollars and in same day funds at the office of the Administrative Agent specified in such notice. If such
notice is delivered by the Administrative Agent by 11:00 a.m., Pittsburgh time, each Revolving Lender shall make funds available
to the Administrative Agent on that Business Day. If such notice is delivered after 11:00 a.m., Pittsburgh time, each Revolving
Lender shall make funds available to the Administrative Agent on the next Business Day. In the event that any Revolving Lender
fails to make available to the Administrative Agent the Dollar Equivalent amount of such Revolving Lender’s participation
in such unpaid amount as provided herein, the Swingline Lender shall be entitled to recover such amount on demand from such Revolving
Lender together with interest thereon at a rate per annum equal to the Federal Funds Effective Rate for each day during the period
between the date such participation amount is required to be paid and the date on which such Revolving Lender makes available
its participation in such unpaid amount. The failure of any Revolving Lender to make available to the Administrative Agent its
Applicable Percentage of any such unpaid amount shall not relieve any other Revolving Lender of its obligations hereunder to make
available to the Administrative Agent its Applicable Percentage of such unpaid amount when due as set forth above. Each Revolving
Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not
incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02,
unless, at least one Business Day prior to the time such Swingline Loan was made, the Majority in Interest of the Revolving Lenders
shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more
events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or
4.02(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the
Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless
it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured
or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments,
and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender
shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided
in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandis,
to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit
to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower
of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from
the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received
by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made
their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any
such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the
extent such payment is required to be refunded to the Borrower (or any other Person) for any reason. The purchase of participations
in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligation
to repay such Swingline Loan.


 






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(e)            In
the event the Aggregate Revolving Commitment is terminated in accordance with the terms hereof, the Swingline Loan Commitment shall
also be terminated automatically. In the event the Borrower reduces the Aggregate Revolving Commitment to less than the Swingline
Loan Commitment, the Swingline Loan Commitment shall immediately be reduced to an amount equal to the Aggregate Revolving Commitment.
In the event the Borrower reduces the Aggregate Revolving Commitment to less than the outstanding Dollar Equivalent principal amount
of the Swingline Loans then outstanding, the Borrower shall immediately repay the amount by which such outstanding Swingline Loans
exceeds the Swingline Loan Commitment as so reduced plus accrued interest thereon.


 


(f)            At
no time shall there be more than (i) one (1) outstanding Dollar Swingline Loan, except as to Swingline Loans made
pursuant to Section 2.04(h) and (ii) three (3) outstanding Optional Currency Swingline Loans, in each
case unless otherwise agreed by the Swingline Lender. Each Dollar Swingline Loan shall be in a minimum original principal
amount of $100,000 and integral multiples of $50,000, except as to Swingline Loans made pursuant to Section 2.04(h), as
to which there shall be no minimum. Each Optional Currency Swingline Loan shall be in a minimum original principal amount of
the Dollar Equivalent of $1,000,000 and integral multiples thereof, unless otherwise agreed by the Administrative
Agent.


 






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(g)            The
Borrower shall have the right at any time and from time to time to prepay the Swingline Loans, in whole or in part, without
premium or penalty (but in any event subject to Section 2.16), upon prior written, facsimile or telephonic notice to the
Swingline Lender given by the Borrower no later than 11:00 a.m., Pittsburgh time, on the date of any proposed prepayment; provided
that, notice of the prepayment of any Optional Currency Swingline Loan shall be provided no later than 11:00 a.m.,
Pittsburgh time, four (4) Business Days prior to the date of prepayment unless otherwise agreed by the Swingline Lender.
Each notice of prepayment shall specify the Swingline Loan to be prepaid and the amount to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such amount on such date, with accrued interest thereon and any other
amounts owed hereunder.


 


(h)            In
addition to making Dollar Swingline Loans pursuant to the foregoing provisions of this Section 2.04, without the
requirement for a specific request from the Borrower pursuant to subsection 2.04(b), the Swingline Lender may make Swingline
Loans to the Borrower in Dollars in accordance with the provisions of any agreements between the Borrower and the Swingline
Lender relating to the Borrower’s deposit, sweep and other accounts at the Swingline Lender and related arrangements
and agreements regarding the management and investment of the Borrower’s cash assets that are satisfactory to the
Administrative Agent and Swingline Lender (the “Cash Management Agreements”) to the extent of the daily
aggregate net negative balance in the Borrower’s accounts which are subject to the provisions of the Cash Management
Agreements. Dollar Swingline Loans made pursuant to this subsection 2.04(h) in accordance with the provisions of the
Cash Management Agreements shall (i) be subject to the limitations as to aggregate amount set forth in subsection
2.04(f), (ii) not be subject to the limitations as to individual amount set forth above in this Section 2.04,
(iii) be payable by the Borrower, both as to principal and interest, at the times set forth in the Cash Management
Agreements (but in no event later than the Revolving Maturity Date), (iv) not be made at any time after the Majority
in Interest of the Revolving Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in
writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions
precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swingline Loan were then made
(unless the Administrative Agent shall be satisfied in its sole discretion that the events and circumstances described in
such notice shall have been cured or otherwise shall have ceased to exist), (v) not be subject to the notice and timing
provisions set forth above in this Section, (vi) if not repaid by the Borrower in accordance with the provisions of the
Cash Management Agreements, be subject to each Revolving Lender’s obligation to purchase participating interests
therein pursuant to Section 2.04(d), and (vii) except as provided in the foregoing subsections (i) through
(vi), be subject to all of the terms and conditions of this Section 2.04. If any Cash Management Agreements are in
effect, Dollar Swingline Loans shall only be made pursuant to such Cash Management Agreements.


 


(i)     
        Each Revolving Lender shall ratably in accordance
with its Applicable Percentage, indemnify the Swingline Lender, its affiliates and their respective directors, officers,
agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel
fees and expenses), claim, demand, action, loss or liability (except any of the foregoing that results from the
indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this
Section 2.04 or any action
 taken or omitted by such indemnitees hereunder.


 






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SECTION 2.05.
Letters of Credit. (a) General. Subject to the terms and conditions set
forth herein, the Borrower may request the issuance of Letters of Credit for its own account, denominated in either Dollars or
an Optional Currency and in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time
and from time to time during the Revolving Availability Period. On the Restatement Effective Date, each Existing Letter of Credit
shall be deemed, for all purposes of this Agreement (including paragraphs (d) and (f) of this Section), to be a Letter
of Credit issued hereunder for the account of the Borrower. The Borrower unconditionally and irrevocably agrees that, in connection
with any Existing Letter of Credit, it will be fully responsible for the reimbursement of LC Disbursements, the payment of interest
thereon and the payment of fees due under Section 2.12(c) to the same extent as if it were the account party in respect
of such Existing Letter of Credit. Notwithstanding anything contained in any letter of credit application furnished to any Issuing
Bank in connection with the issuance of any Letter of Credit, (i) all provisions of such letter of credit application purporting
to grant liens in favor of the Issuing Bank to secure obligations in respect of such Letter of Credit shall be disregarded, it
being agreed that such obligations shall be secured to the extent provided in this Agreement and in the Security Documents, and
(ii) in the event of any inconsistency between the terms and conditions of such letter of credit application and the terms
and conditions of this Agreement, the terms and conditions of this Agreement shall control.


 


(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the
amendment, renewal or extension of an outstanding Letter of Credit, the Borrower shall hand deliver or fax (or transmit by
electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank
and the Administrative Agent, reasonably in advance of the requested date of issuance, amendment, renewal or extension (but
in no event less than five (5) Business Days unless otherwise agreed to by such Issuing Bank), a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the
requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit,
whether such Letter of Credit will be in Dollars or an Optional Currency (and, if in an Optional Currency, which Optional
Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to enable the
applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing
Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection
with any such request. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance,
amendment, renewal or extension of any Letter of Credit the Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure will not exceed $850,000,000
(the “Letter of Credit Sublimit”) and (ii) the Aggregate Revolving Exposure will not exceed the
Aggregate Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or
extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent the written notice
thereof required under paragraph (l) of this Section; provided that such written notice shall not be required for
any Letter of Credit issued by an Issuing Bank that is at such time also the Administrative Agent.


 






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(c)            Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one
year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year
after such renewal or extension) and (ii) the Revolving Maturity Date; provided that (A) each Existing
Letter of Credit shall expire in accordance with the terms thereof, but any extension or renewal thereof shall be subject to
the conditions of this paragraph (c), and (B) any Letter of Credit may contain customary automatic renewal provisions
agreed upon by the Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit
shall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause
(ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving
notice to the beneficiary in advance of any such renewal.


 


(d)            Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer
thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a
participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving
Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank,
such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of
Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any
reimbursement payment required to be refunded to the Borrower or any other Person for any reason. Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination
of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending
any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying,
upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business
Day prior to the time such Letter of Credit is issued, amended, renewed or extended, the Majority in Interest of the
Revolving Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that,
as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set
forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended,
renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice,
it shall have no obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied in
its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall
have ceased to exist).


 






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




 


(f)            Reimbursements.
If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement in Dollars by paying to the Administrative Agent an amount equal to the Dollar Equivalent amount of such LC
Disbursement not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.,
Pittsburgh time, on any Business Day, then 1:00 p.m., Pittsburgh time, on such Business Day or (ii) otherwise, 1:00
p.m., Pittsburgh time, on the Business Day immediately following the day that the Borrower receives such notice; provided
that, if the amount of such LC Disbursement is $500,000 or more, the Borrower may, subject to the conditions to borrowing set
forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving
Borrowing in Dollars or a Dollar Swingline Loan and, to the extent so financed, the Borrower’s obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Dollar Swingline Loan. If the Borrower
fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving
Lender of such failure, the payment then due in Dollars from the Borrower in respect of the applicable LC Disbursement and
such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender
shall pay to the Administrative Agent in Dollars its Applicable Percentage of the amount then due in Dollars from the
Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and
Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this
paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it
from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant
to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent
that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving
Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this
paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing in
Dollars or a Dollar Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of
its obligation to reimburse such LC Disbursement.


 






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(g)            Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section,
and each Revolving Lender’s participation obligation as provided in paragraph (d) of this Section, is absolute, unconditional
and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any
term or provision thereof or hereof, (ii) any draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by
an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms
of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower’s or such Revolving Lender’s obligations hereunder. None of the Administrative Agent, the Lenders,
the Issuing Banks or any of their Related Parties shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit, any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms or any other act, failure to act or other event
or circumstance; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower
to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of
which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by
such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter
of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of an Issuing Bank (as determined by a court of competent jurisdiction in a final and nonappealable judgment),
such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such
Letter of Credit.




 


(h)            Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC
Disbursement in full in Dollars on the date such LC Disbursement is made, the unpaid Dollar Equivalent amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the
Borrower reimburses such LC Disbursement in full in Dollars, at the rate per annum then applicable to ABR Revolving Loans; provided
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, then
Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be paid to the Administrative Agent,
for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any
Revolving Lender pursuant to paragraph (f) of this Section to reimburse such Issuing Bank shall be for the account
of such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made, on the date on
which the Borrower reimburses the applicable LC Disbursement in full.


 






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(i)       
      Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, a Majority in Interest of the Revolving Lenders) demanding
the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to the
LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand
or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause
(h) or (i) of Article VII. The Borrower also shall deposit cash collateral in Dollars in accordance with this
paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such
account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the Issuing Banks in Dollars for LC Disbursements for which they have not
been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the
Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent
of a Majority in Interest of the Revolving Lenders), be applied to satisfy other obligations of the Borrower under this
Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an
Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower, upon the written
request of the Borrower, within three Business Days after all Events of Default have been cured or waived. If the Borrower is
required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the
Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be
continuing.


 


(j)             Designation
of Additional Issuing Banks. The Borrower may, at any time and from time to time, with the consent of the Administrative Agent
(which consent shall not be unreasonably withheld), designate as additional Issuing Banks one or more Revolving Lenders that agree
to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as an Issuing Bank hereunder
shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, executed
by the Borrower, the Administrative Agent and such designated Revolving Lender and, from and after the effective date of such agreement,
(i) such Revolving Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references
herein to the term “Issuing Bank” shall be deemed to include such Revolving Lender in its capacity as an issuer of
Letters of Credit hereunder.


 


(k)            Termination
of an Issuing Bank. The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder
by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall
become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the 10th Business
Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless
the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero.
At the time any such termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the
terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such termination, the terminated
Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit.


 






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(l)              Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in
addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic
activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit
issued by such Issuing Bank, including all issuances (and whether such issuance is in Dollars or an Optional Currency), extensions,
amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) reasonably prior
to the time that such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment,
renewal or extension, and the stated amount (in the applicable currency or currencies) of the Letters of Credit issued, amended,
renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the
amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the
date and amount (and whether in Dollars or an Optional Currency) of such LC Disbursement, (iv) on any Business Day on which
the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such
failure and the amount of such LC Disbursement (and whether such LC Disbursement was in Dollars or an Optional Currency) and (v) on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit
issued by such Issuing Bank. Notwithstanding the foregoing, if such Issuing Bank is the same institution as the Administrative
Agent, it shall not be required to provide the foregoing report to the Administrative Agent.


 


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


 


SECTION 2.06. Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder
on the proposed date thereof by wire transfer of immediately available funds by 1:00 pm, Pittsburgh time, to the account of
the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that
Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to
the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower or, in the case of
ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), to the
Issuing Bank specified by the Borrower in the applicable Borrowing Request.


 






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


 


SECTION 2.07.
Interest Elections. (a) Each Revolving Borrowing and Term Borrowing initially
shall be of the Type and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in the applicable
Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to
a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions
of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not
apply to Swingline Borrowings.


 


(b)           To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone
by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving
Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of an executed written Interest Election Request. Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:


 


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


 


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


 


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


 



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


 


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


 


(c)           Promptly
following receipt of an Interest Election Request in accordance with this Section, the Administrative Agent shall advise each Lender
of the applicable Class of the details thereof and of such Lender’s portion of each resulting Borrowing.


 


(d)           If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing of Revolving Loans
or Term Loans, as the case may be, prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Eurocurrency Borrowing
with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default
under clause (h) or (i) of Article VII has occurred and is continuing with respect to the Borrower, or if any
other Event of Default has occurred and is continuing and the Administrative Agent, at the request of a Majority in Interest
of Lenders of any Class, has notified the Borrower of the election to give effect to this sentence on account of such other
Event of Default, then, in each such case, so long as such Event of Default is continuing, (i) no outstanding Borrowing
of such Class may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each
Eurocurrency Borrowing of such Class shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.


 


SECTION 2.08.
Termination and Reduction of Commitments. (a) The Term Commitments shall automatically
terminate at 5:00 p.m. Pittsburgh time on the First Amendment Effective Date. The Revolving Commitments shall automatically
terminate on the Revolving Maturity Date.


 


(b)          The
Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided
that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of
$500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if,
after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with
Section 2.11, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment.


 


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


 






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SECTION 2.09.
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally
promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving
Loan of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender
the then unpaid principal amount of each Swingline Loan on the Revolving Maturity Date or as required pursuant to Section 2.04.


 


(b)          The
records maintained by the Administrative Agent and the Lenders shall be prima facie evidence of the existence and
amounts of the obligations of the Borrower in respect of the Loans, LC Disbursements, interest and fees due or accrued
hereunder; provided that the failure of the Administrative Agent or any Lender to maintain such records or any error
therein shall not in any manner affect the obligation of the Borrower to pay any amounts due hereunder in accordance with the
terms of this Agreement.


 


(c)           Any
Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender,
to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if
such promissory note is a registered note, to such payee and its registered assigns).


 


(d)           All
payments to the Administrative Agent or the Swingline Lender, as the case may be, shall be made at the Principal Office (or, with
respect to Optional Currency Loans, at the Principal Office or, if directed by the Administrative Agent, at such other office of
the Administrative Agent as the Administrative Agent shall so direct) and in immediately available funds.


 


SECTION 2.10.
Amortization of Term Loans.


 


(a)           To
the extent not previously paid, all Term Loans shall be due and payable on the Maturity Date.


 


(b)           Prior
to any repayment of any Term Borrowings of any Class under this Section, the Borrower shall select the Borrowing or Borrowings
of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or
facsimile) of such selection not later than 11:00 a.m., Pittsburgh time, three Business Days before the scheduled date of such
repayment. Each repayment of a Term Borrowing shall be applied ratably to the Loans included in the repaid Term Borrowing. Repayments
of Term Borrowings shall be accompanied by accrued interest on the amounts repaid.


 






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SECTION 2.11.
Prepayment of Loans. (a) The Borrower shall have the right at any time and from
time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section.


 


(b)           In
the event and on each occasion that the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment (other than as
a result of fluctuations in currencies), the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such
Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.05(i))
in an aggregate amount equal to such excess. The Borrower also shall make the prepayments required under Section 2.27.


 


(c)           Within
five (5) Business Days following the sale or issuance of any Equity Interests in the Borrower or a Borrower Parent
Company in connection with a Public Offering, the Borrower shall make a mandatory prepayment on the Loans equal to one
hundred percent (100%) of the Net Proceeds from such sale or issuance received by a Borrower Parent Company, the Borrower or
any Subsidiary thereof. All prepayments required pursuant to the immediately preceding sentence shall be applied
(i) first, to the payment of the Term Loans until the Term Loans have been paid in full, (ii) second, after the
Term Loans have been paid in full, to the Dollar Swingline Loans until paid in full and (iii) third, after the Dollar
Swingline Loans have been paid in full, to the Revolving Loans until paid in full. Payments applied to the Dollar Swingline
Loans and the Revolving Loans shall not reduce the Revolving Commitment. [Intentionally
Omitted].


 


(d)           [Intentionally
Omitted].


 


(e)           Prior
to any optional or mandatory prepayment of Borrowings under this Section, the Borrower shall specify the Borrowing or Borrowings
to be prepaid in the notice of such prepayment delivered pursuant to paragraph (f) of this Section.


 


(f)           The
Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory
prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing (other than Optional Currency Swingline
Loans), not later than 11:00 a.m., Pittsburgh time, three Business Days before the date of prepayment, (ii) in the case
of prepayment of an Optional Currency Swingline Loan, not later than 11:00 Pittsburgh time, four Business Days before the
date of prepayment, (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., Pittsburgh time, one
Business Day before the date of prepayment or (iv) in the case of prepayment of a Dollar Swingline Loan, not later than
11:00 a.m., Pittsburgh time, on the date of prepayment as provided in Section 2.03(g). Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid
(and, if applicable, the Optional Currency of any Optional Currency Swingline Loan being prepaid) and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a
notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as
contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.08 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of
this Section may state that such notice is conditioned upon the occurrence of one or more events or conditions precedent
specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or
prior to the specified date of prepayment) if such event does not occur or if such condition is not satisfied. Promptly
following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall
advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in
an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02,
except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.13.


 






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SECTION 2.12.
Fees. (a) [Intentionally Omitted.]


 


(b)          The
Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee in Dollars, which
shall accrue at the Applicable Rate on the daily unused Dollar Equivalent amount of the Revolving Commitment of such Lender during
the period from and including the Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates.
Accrued commitment fees shall be payable in Dollars in arrears on the last day of March, June, September and December of
each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Restatement
Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number
of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment
of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Revolving
Lender (and solely for the purposes of computing commitment fees, the Swingline Exposure of each Lender other than the Swingline
Lender shall be disregarded for such purpose and the Swingline Loans shall be considered to be borrowed amounts under the Swingline
Lender’s Revolving Commitment).


 


(c)           The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (including the
applicable Issuing Bank in its capacity as a Lender) a participation fee in Dollars with respect to its participations in
Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency
Revolving Loans on the daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the
later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving
Lender ceases to have any LC Exposure; provided, that, upon the occurrence of an Event of Default and until
such Event of Default shall have been cured or waived, at the discretion of the Administrative Agent or upon written demand
by the Required Lenders (or, if the maturity of the Loans has been accelerated, a Majority in Interest of the Revolving
Lenders) to the Administrative Agent, the participation fee paid to each Revolving Lender shall be increased by two percent
(2%) per annum, and (ii) to each Issuing Bank for its own account a fronting fee in Dollars, which shall accrue at a
rate per annum equal to 0.125% on the average daily amount of the LC Exposure attributable to Letters of Credit issued by
such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and
including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments
and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such last day, commencing on the first such
date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which
the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate
shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10
days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be
payable in Dollars for the actual number of days elapsed (including the first day but excluding the last day).


 






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(d)          The
Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent, including as set forth in the Fee LetterLetters.


 


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


 


SECTION 2.13.
Interest. (a) The Loans comprising each ABR Borrowing (including any Dollar Swingline
Loan bearing interest based on the Alternate Base Rate) shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)          The
Loans comprising each Eurocurrency Borrowing (other than any Swingline Loans) shall bear interest at the LIBO Rate for the Interest
Period in effect for such Borrowing plus the Applicable Rate.


 


(c)           (i)            Except
as provided in the next sentence hereof, each Dollar Swingline Loan shall bear interest at the Daily LIBOR Rate plus the
Applicable Rate for Revolving Loans that are Eurocurrency Loans (or such other rate that is mutually agreed to by the
Borrower and the Swingline Lender in writing at the time such Swingline Loan is made); provided that if the Swingline
Lender determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Daily LIBOR Rate or that the Daily LIBOR Rate will not adequately and fairly reflect the cost
of the Swingline Lender of making or maintaining such Swingline Loans, Dollar Swingline Loans shall bear interest at the
Alternate Base Rate plus the Applicable Rate unless otherwise mutually agreed by the Borrower and the Swingline Lender in
writing at the time such Swingline Loan is made. Notwithstanding the foregoing, in the case of Swingline Loans made in
accordance with Cash Management Agreements pursuant to Section 2.04(h), such Swingline Loans shall bear interest as
determined in accordance with such Cash Management Agreements.


 






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(ii)           Each
Optional Currency Swingline Loan shall bear interest at the LIBO Rate for the Interest Period in effect for such Borrowing (i.e.,
one Month) plus the Applicable Rate and no Optional Currency Swingline Loan shall bear interest based on the Alternate Base Rate.


 


(d)           Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is
not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after
as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% per annum
plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in
the case of any other amount, 2% per annum plus the rate applicable to ABR Revolving Loans as provided in paragraph
(a) of this Section. In addition, but without duplication of the immediately preceding sentence, at any time that an
Event of Default shall have occurred and be continuing, at the written request of the Required Lenders and whether or not any
principal or interest of any Loan has not been paid when due, all Loans shall bear interest, after as well as before
judgment, at a rate per annum equal to 2% per annum plus the rate otherwise applicable to such Loans as provided in the
preceding paragraphs of this Section.


 


(e)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of a Revolving
Loan, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph
(d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of a Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the effective date of such conversion.


 


(f)           All
interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest computed by reference
to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) in
the case of interest in respect of Optional Currency Swingline Loans as to which market practice differs from the foregoing,
in accordance with such market practice, and in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate, LIBO Rate or Daily LIBOR Rate shall be
determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


(g)           For
purposes of the Interest Act (Canada): (i) whenever any interest or fee under this Agreement is calculated on the
basis of a period of time other than a calendar year, such rate used in such calculation, when expressed as an annual rate,
is equivalent to (x) such rate, multiplied by (y) the actual number of days in the calendar year in which the
period for which such interest or fee is calculated ends, and divided by (z) the number of days in such period of time,
(ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement,
and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or
yields.


 






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SECTION 2.14. Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a
Eurocurrency Borrowing of any Class (including an Optional Currency Swingline Loan):


 


(a)           (i) the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the LIBO Rate for such Interest Period or a contingency has occurred which materially and
adversely affects the Relevant Interbank Market;


 


(b)           (ii) the
Administrative Agent is advised by a Majority in Interest of the Lenders of such Class (or, in the case of any Optional
Currency Swingline Loan, by the Swingline Lender) that the LIBO Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (or, if applicable, the Swingline Lender) of making or maintaining their Loans included
in such Eurocurrency Borrowing for such Interest Period;


 


(c)           (iii) the
Administrative Agent is advised by a Majority Interest of the Lenders of such Class (or, in the case of Optional Currency
Swingline Loans, by the Swingline Lender) that after making all reasonable efforts, deposits of the relevant amount in Dollars
or in the Optional Currency (as applicable) for the relevant Interest Period for a Loan to which a LIBO Rate Option applies are
not available to such Lender or the Swingline Lender, as applicable, with respect to such Loan in the Relevant Interbank Market;
or


 


(d)           (iv) the
Administrative Agent is advised by a Majority in Interest of the Lenders of such Class (or, in the case of Optional Currency
Swingline Loans, by the Swingline Lender) that the making, maintenance or funding of any Loan to which a LIBO Rate Option applies
has been made impractibleimpracticable
or unlawful by compliance by such Lender (or the Swingline Lender, as the case may be) in good faith with any Law or any interpretation
or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether
or not having the force of Law);


 


then the Administrative Agent shall give
notice (which may be telephonic) thereof to the Borrower and the Lenders of such Class as promptly as practicable and,
subject to clause (b) below of this Section 2.14, until the Administrative Agent notifies the Borrower
and the Lenders of such Class that the circumstances giving rise to such notice no longer exist, (x) any Interest Election
Request that requests the conversion of any Borrowing of such Class to, or continuation of any Borrowing of such Class as,
a Eurocurrency Borrowing shall be ineffective, and such Borrowing shall (I) in the case of a Revolving Loan or a Term Loan,
be continued as an ABR Borrowing or converted to an ABR Borrowing (A) on the last day of the applicable Interest Period, as
the case may be, if the Lenders may lawfully continue to maintain such Loans or (B) immediately if the Lenders may not lawfully
continue to maintain such Loans, or (II) in the case of a Swingline Loan, be repaid in full (A) on the last day of the
applicable Interest Period if the Swingline Lender may lawfully continue to maintain such Loans, (B) immediately if the Swingline
Lender may not lawfully continue to maintain such Swingline Loans or (C) immediately if such Swingline Loan has no Interest
Period (e.g., a Swingline Loan at the Daily Libor Rate), (y) any Borrowing Request for a Eurocurrency Borrowing of
Revolving Loans or Term Loans of such Class shall be treated as a request for an ABR Borrowing and (z) any Borrowing
Request for an Optional Currency Swingline Loan will be deemed withdrawn.


 






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(b)           Notwithstanding
anything to the contrary herein (including without limitation the definition of LIBO Rate), if the Administrative Agent
determines (which determination shall be final and conclusive, absent manifest error) that either (i)(x) the
circumstances set forth in Section 2.14(a)(i) have arisen and are unlikely to be temporary or (y) the
circumstances set forth in Section 2.14(a)(i) have not arisen but the applicable supervisor or administrator (if
any) of LIBOR or a Governmental Authority having
jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBO
Rate shall no longer be used for determining interest rates for loans (either of (i)(x) or (i)(y), a
 “LIBOR Termination
Date”), or (ii) the LIBO Rate is no longer a widely
recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in
consultation with the Borrower) choose a replacement index rate (“Replacement
Rate”), and, as appropriate, adjustment margin(s) (“Adjustment
Margin(s)”) corresponding to each available LIBOR term, to effect, to the extent practicable, an
aggregate all-in interest rate comparable to the LIBOR-based rate in effect prior to its replacement. The Replacement Rate
and Adjustment Margin(s) will be determined with due consideration to the then-prevailing market practice for
determining a rate of interest for newly originated syndicated loans in the United States, and may reflect appropriate
adjustments to account for the transition from LIBOR to the Replacement Rate.


 


The
Administrative Agent shall promptly notify the Lenders of the Replacement Rate and Adjustment Margin(s), and the
Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such Replacement Rate and
Adjustment Margin(s). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including,
without limitation, Section 9.02), such amendment shall become effective without any further action or consent of any
other party to this Agreement so long as the Administrative Agent shall not have received, within
ten (10) Business Days of the date a draft of the amendment reflecting such
Replacement Rate and Adjustment Margin(s) is provided to the Lenders, a written notice from the Required Lenders stating
that such Lenders object to such amendment.


 


Until
an amendment reflecting a new Reference Rate and Adjustment Margin(s), if any, is entered into in accordance with this
Section 2.14(b), each advance, conversion and renewal of a Loan under the LIBO Rate Option will continue to bear
interest with reference to the LIBO Rate; provided, however,
that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a
LIBOR Termination Date has occurred, then following the LIBOR Termination Date, (i) all Revolving Loans and Term Loans
as to which the LIBO Rate Option would otherwise apply shall automatically be converted to the Base Rate Option until such
time that an amendment reflecting a new Reference Rate and Adjustment Margin(s), if any, is entered into and (ii) all
Swingline Loans shall be repaid in full unless otherwise agreed by the Swingline Lender.


 






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For
the avoidance of doubt, on or after the effective date of the Replacement Rate, the aggregate all-in interest payable by the Borrower
in respect of the Loans shall be the sum of the Replacement Rate, the Adjustment Margin(s), if any, and the Applicable Margin.


 


SECTION 2.15.
Increased Costs. (a) If any Change in Law shall:


 


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

reserve requirement reflected in the LIBO Rate or, in the case of Optional Currency Swingline Loans, reimbursed by the Borrower
pursuant to Section 2.23(a));


 


(ii)           impose
on any Lender or Issuing Bank or the Relevant Interbank Market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


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


 


and the result of any of the
foregoing shall be to increase the cost to such Lender or other Recipient of making, converting to, continuing or maintaining
any Eurocurrency Loan (including any Optional Currency Swingline Loan or any Dollar Swingline Loans bearing interest at a
LIBOR based rate) (or of maintaining its obligation to make any such Loan), to increase the cost to such Lender, Issuing
Bank or other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to
participate in or issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such
Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount), then, from time
to time upon request of such Lender, Issuing Bank or other Recipient, the Borrower will pay to such Lender, Issuing
Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing
Bank or other Recipient, as the case may be, for such additional costs or expenses incurred or reduction suffered.


 


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


 






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


 


(d)           Failure
or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower
shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or
expenses incurred or reductions suffered more than 270 days prior to the date that such Lender or Issuing Bank, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased costs or expenses or reductions and of such
Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or expenses or reductions is retroactive, then the 270-day period referred to
above shall be extended to include the period of retroactive effect thereof.


 


SECTION 2.16. Break
Funding Payments. In the event of (a) the payment of any principal of any
Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert or continue any Eurocurrency Loan on the date specified in any notice
delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event,
the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of
(i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at
the LIBO Rate that would have been applicable to such Loan (but not including the Applicable Rate applicable thereto), for
the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for dollar deposits (or deposits in the relevant
Optional Currency, as the case may be) of a comparable amount and period from other banks in the Relevant Interbank Market.
Such losses, costs or expenses shall also include any foreign exchange losses, costs or expenses, including in connection
with any foreign exchange contracts. The Borrower shall also compensate each Lender for the loss, cost and expense
attributable to any failure by the Borrower to deliver a timely Interest Election Request with respect to a Eurocurrency Term
Loan or Eurocurrency Revolving Loan, as the case may be. A certificate of any Lender delivered to the Borrower and setting
forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.


 






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SECTION 2.17.
Taxes. (a) Withholding of Taxes; Gross-Up. Each payment by a Loan Party
under this Agreement or any other Loan Document, whether to the Administrative Agent, any Lender or Issuing Bank or any other Person
to which any such obligation is owed (each of the foregoing being referred to as a “Recipient”), shall be made
without withholding for any Taxes, unless such withholding is required by any Law. If any Withholding Agent determines, in its
sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold
and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable Law.
If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that net of
such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient
receives the amount it would have received had no such withholding been made.


 


(b)           Payment
of Other Taxes by the Borrower. The Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable Law.


 


(c)           Evidence
of Payments. As soon as practicable after any payment of Indemnified 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, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(d)           Indemnification
by the Loan Parties. The Loan Parties shall indemnify each Recipient for any Indemnified Taxes that are paid or payable
by such Recipient in connection with this Agreement (including amounts paid or payable under this paragraph) and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. The indemnity under this paragraph shall be paid within
10 days after the Recipient delivers to any Loan Party a certificate stating the amount of any Indemnified Taxes so paid or
payable by such Recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of
the amount so paid or payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the
Administrative Agent.


 


(e)           Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any
Indemnified Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid
or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or
with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. The indemnity under this paragraph shall be paid within 10 days after the Administrative Agent
delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent.
Such certificate shall be conclusive of the amount so paid or payable absent manifest error.


 






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(f)            Status
of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with
respect to any payments under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of,
withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative
Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission
of such documentation (other than such documentation set forth in clauses (A) through (E) of paragraph (f)(ii) and
paragraph (f)(iii) 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, in the case of a Change in Law, any incremental
material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the
reasonable request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered
pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section 2.17(f) expires
or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within
10 days after such expiration, obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing of such
expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.


 


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


 


(A)           in
the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup
withholding tax;


 


(B)           in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States of America is a party
(1) with respect to payments of interest under this Agreement, IRS Form W-8BEN or W-8BEN-E establishing an
exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax
treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN or W-8BEN-E
establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits”
or “other income” article of such tax treaty;


 


(C)           in
the case of a Foreign Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s
conduct of a trade or business in the United States of America, IRS Form W-8ECI;


 






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(D)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Code, both (1) IRS Form W-8BEN or W-8BEN-E and (2) a certificate substantially in the form of Exhibit G-1,
Exhibit G-2, Exhibit G-3 or Exhibit G-4 (each, a “U.S. Tax Certificate”), as applicable, to the
effect that such Lender is not (w) a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
(x) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code,
(y) a “controlled foreign corporation” described in Section  881(c)(3)(C) of the Code and (z) conducting
a trade or business in the United States of America with which the relevant interest payments are effectively connected;


 


(E)            in
the case of a Foreign Lender that is not the beneficial owner of payments made under this Agreement (including a partnership
or a participating Lender), (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed
in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial
owner or partner of such partnership if such beneficial owner or partner were a Lender; provided that if such Lender
is a partnership and one or more of its partners are claiming the exemption for portfolio interest under
Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate on behalf of such partners;
or


 


(F)            any
other form prescribed by Law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together
with such supplementary documentation as shall be necessary to enable the Borrower or the Administrative Agent to determine the
amount of Tax (if any) required by Law to be withheld.


 


(iii)          If
a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by
Law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable Law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the
Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such
Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold
from such payment. Solely for purposes of this Section 2.17(f)(iii), the term “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.


 






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

available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party
or any other Person.


 


(h)           Issuing
Bank. For purposes of Sections 2.17(e) and 2.17(f), the term “Lender” shall include each Issuing Bank.


 


SECTION 2.18. Payments
Generally; Pro Rata Treatment; Sharing of Setoffs. (a) The Borrower shall make
each payment required to be made by it hereunder or under any other Loan Document prior to the time expressly required
hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon,
Pittsburgh time), on the date when due, in immediately available funds, without any defense, setoff, recoupment or
counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to such account as may be specified by the Administrative Agent, except that payments required to be made
directly to any Issuing Bank or the Swingline Lender shall be so made, payments pursuant to Sections 2.15, 2.16, 2.17 and
9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any such payment received by it for the account of
any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document
shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day
and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All
payments under each Loan Document shall be made in Dollars other than, to the extent specified herein (including in
Section 2.25), with respect to Optional Currency Swingline Loans or Letters of Credit denominated in an Optional
Currency.


 


(b)           If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied towards payment of the amounts
then due hereunder ratably among the parties entitled thereto, in accordance with the amounts then due to such parties.


 






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(c)           If
any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of
or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued
interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders
to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate
amounts of principal of and accrued interest on their Loans and participations in LC Disbursements and Swingline Loans; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time) or any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
or Swingline Loans to any Person that is an Eligible Assignee (as such term is defined from time to time). The Borrower consents
to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


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


 


(e)           If
any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative Agent,
any Issuing Bank or the Swingline Lender, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision
hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such
Lender’s obligations in respect of such payment until all such unsatisfied obligations have been discharged or (ii) hold
any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender
pursuant to Sections 2.04(d), 2.05(d), 2.05(f), 2.06(b), 2.18(d) and 9.03(c), in each case in such order as shall be determined
by the Administrative Agent in its discretion.


 






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(f)            In
the event that any financial statements delivered under Section 5.01(a) or 5.01(b), or any Compliance Certificate delivered
under Section 5.01(d), shall prove to have been materially inaccurate, and such inaccuracy shall have resulted in the payment
of any interest or fees at rates lower than those that were in fact applicable for any period (based on the actual Net Leverage
Ratio), then, if such inaccuracy is discovered prior to the termination of the Commitments and the repayment in full of the principal
of all Loans and the reduction of the LC Exposure to zero, the Borrower shall pay to the Administrative Agent, for distribution
to the Lenders (or former Lenders) as their interests may appear, the accrued interest or fees that should have been paid but were
not paid as a result of such misstatement.


 


SECTION 2.19. Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation
under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or to any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use commercially reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its
rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Lender, such
designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or
2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment and delegation.


 


(b)           If
(i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17,
(iii) any Lender has become a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment,
waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected
Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where
Section 9.02 does not require the consent of the Required Lenders, a Majority in Interest of the Lenders of the affected
Class) shall have granted their consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement and the
other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent,
all its interests, rights and obligations under this Agreement and the other Loan Documents as a Lender of a particular
Class) to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such
assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of the
Administrative Agent (and, if a Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which
consent(s) shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans and, if applicable, participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder (if applicable, in each case only to the extent
such amounts relate to its interest as a Lender of a particular Class) from the assignee (in the case of such principal and
accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment
and delegation resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation or payments and (D) in the case
of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such
consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents,
the applicable amendment, waiver, discharge or termination can be effected. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto
agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and
Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such
assignment and delegation need not be a party thereto.


 



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


 


(a)          commitment
fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(b);


 


(b)          the
Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required
Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including
any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification (i) requiring the consent of all Lenders or all Lenders
directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender
in accordance with the terms hereof or (ii) that by its terms affects any Defaulting Lender disproportionately adversely relative
to the other affected Lenders shall require the consent of such Defaulting Lender;


 


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


 


(i)            all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting
Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting
Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the Revolving Exposure of
any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.17, no
reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender
arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of
such Non-Defaulting Lender’s increased exposure following such reallocation;


 


(ii)           if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business
Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline
Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks the portion
of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(i) for
so long as such LC Exposure is outstanding;


 






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(iii)          if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above,
the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.12(c) with
respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure
is cash collateralized;


 


(iv)          if
any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable
to the Lenders pursuant to Sections 2.12(b) and 2.12(c) shall be adjusted to give effect to such reallocation; and


 


(v)           if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to
clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender
hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the
portion of such Defaulting Lender’s Commitment utilized by such LC Exposure) and participation fees payable under
Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks
(and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters
of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash
collateralized; and


 


(d)           so
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no
Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit, unless in each case it is satisfied
that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure, as
applicable, will be fully covered by the Revolving Commitments of the Non-Defaulting Lenders and/or cash collateral provided
by the Borrower in accordance with Section 2.20(c), and participating interests in any such funded Swingline Loan or in
any such issued, amended, reviewed or extended Letter of Credit will be allocated among the Non-Defaulting Lenders in a
manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).


 


In the event that
(x) a Bankruptcy Event with respect to a Revolving Lender Parent shall have occurred following the date hereof and for
so long as such Bankruptcy Event shall continue or (y) the Swingline Lender or any Issuing Bank has a good faith belief
that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender
commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan, and no Issuing Bank shall be
required to issue, amend, renew or extend any Letter of Credit, unless the Swingline Lender or such Issuing Bank, as the case
may be, shall have entered into arrangements with the Borrower or such Revolving Lender satisfactory to the Swingline Lender
or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.


 






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


 


SECTION 2.21. Incremental
Revolving Commitments. (a) The Borrower may on one or more occasions, by
written notice to the Administrative Agent, request during the Revolving Availability Period, the establishment of
Incremental Revolving Commitments, provided that (i) the aggregate amount of all the Incremental Revolving
Commitments from and after the Second
Amendment Effective Date shall not exceed $1200,000,000
and (ii) each Incremental Revolving Commitment shall be in integral multiples of $5,000,000. Each such notice shall
specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which
shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after
the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Revolving
Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving
Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (y) any
Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an
Eligible Assignee and must be reasonably acceptable to the Administrative Agent and each Issuing Bank and the Swingline
Lender).


 


(b)          The
terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall
be identical to those of the Revolving Commitments and Loans and other extensions of credit made thereunder, and shall be treated
as a single Class with such Revolving Commitments and Loans.


 


(c)          The
Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and
delivered by the Borrower, each Incremental Revolving Lender providing such Incremental Revolving Commitments and the
Administrative Agent; provided that no Incremental Revolving Commitments shall become effective unless (i) no
Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately
prior to and immediately after giving effect to such Incremental Revolving Commitments and the making of Loans and issuance
of Letters of Credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations
and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the
representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects,
in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a
prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date,
(iii) after giving effect to such Incremental Revolving Commitments and the making of Loans and other extensions of
credit thereunder to be made on the date of effectiveness thereof and assuming that all Incremental Revolving Commitments are
fully drawn, (A) the Net Senior
Secured Leverage Ratio, calculated at the end of the last fiscal quarter of the Borrower for which financial
statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the delivery of
any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial statements
referred to in Section 3.04(a)), both on an actual basis and on a pro forma basis in accordance with
Section 1.04(b), shall not exceed the Maximum Permitted Net Senior
Secured Leverage Ratio then in effect minus 0.25 to 1.00 and (B) the Borrower shall be in compliance with the
financial covenants set forth in Sections 6.12 and 6.13 at the end of the last fiscal quarter of the Borrower for which
financial statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the
delivery of any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial
statements referred to in Section 3.04(a)), calculated on both an actual basis and on a pro forma basis in accordance
with Section 1.04(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 2.16
in connection with such Incremental Revolving Commitments and the related transactions under this Section and
(v) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions,
secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the
Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of
any Lender, 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 give effect to the provisions of this Section.


 






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(d)           Upon
the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental
Revolving Lender shall be deemed to be a “Lender” (and a Lender in respect of the Revolving Commitments and the
Revolving Loans) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or
Lenders in respect of the Revolving Commitments and the Revolving Loans) hereunder and shall be bound by all agreements,
acknowledgements and other obligations of Lenders (or Lenders in respect of the Revolving Commitments and the Revolving
Loans) hereunder and under the other Loan Documents, (ii) such Incremental Revolving Commitment shall constitute (or, in
the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of
such Incremental Revolving Lender and (iii) the aggregate amount of the Revolving Commitments shall be increased by the
amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as
set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the
effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding
such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect
thereto.


 


(e)            On
the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Incremental Revolving
Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each Revolving
Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations
in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments
and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including
such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness
of such Incremental Revolving Commitment.


 






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(f)            [Intentionally
Omitted]


 


(g)           The
Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower
referred to in Section 2.21(a) and of the effectiveness of any Incremental Revolving Commitments, in each case advising
the Lenders of the details thereof and of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of
the assignments required to be made pursuant to Section 2.21(e).


 


SECTION 2.22.
Loan Modification Offers. (a) The Borrower may on one or more occasions, by written
notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders
of one or more Classes (each Class subject to such a Loan Modification Offer, an “Affected Class”) to make
one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable
to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the
date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more
than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Permitted Amendments
shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the
applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting
Lender, only with respect to such Lender’s Loans and Commitments of such Affected Class as to which such Lender’s
acceptance has been made.


 


(b)           A
Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by the Borrower, each
applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective
unless the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions,
secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the
Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender
other than the applicable Accepting 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 give effect to the provisions of this Section,
including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new
 “Class” of loans and/or commitments hereunder; provided that, in the case of any Loan Modification
Offer relating to Revolving Commitments or Revolving Loans, except as otherwise agreed to by each Issuing Bank and the
Swingline Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently
issued or made Letter of Credit or Swingline Loan as between the commitments of such new “Class” and the
remaining Revolving Commitments shall be made on a ratable basis as between the commitments of such new “Class”
and the remaining Revolving Commitments and (ii) the Revolving Availability Period and the Revolving Maturity Date, as
such terms are used in reference to Letters of Credit or Swingline Loans, may not be extended without the prior written
consent of each Issuing Bank and the Swingline Lender, as applicable.


 






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SECTION 2.23. Additional
Reserve Requirements for Optional Currency Swingline Loans; Computation Dates; Misc. (a) The
Borrower shall pay to the Swingline Lender (i) as long as the Swingline Lender shall be required to maintain reserves
with respect to liabilities or assets consisting of or including eurocurrency funds or deposits, additional interest on the
unpaid principal amount of each Optional Currency Swingline Loan equal to the actual costs of such reserves allocated to such
Loan by the Swingline Lender (as determined by the Swingline Lender in good faith, which determination shall be conclusive
absent manifest error), and (ii) as long as the Swingline Lender shall be required to comply with any reserve ratio
requirement under Regulation D or under any similar, successor or analogous requirement of the Board of Governors of the
Federal Reserve System (or any successor) or any other central banking or financial regulatory authority imposed in respect
of the maintenance of the Swingline Loan Commitment or the funding of the Optional Currency Swingline Loans, such additional
costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to
the actual costs allocated to such Commitment or Optional Currency Swingline Loan by the Swingline Lender (as determined by
the Swingline Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall
be due and payable on each date on which interest is payable on such Optional Currency Swingline Loan; provided
that in each case the Borrower shall have received at least ten days’ prior notice (with a copy to the
Administrative Agent) of such additional interest or costs from the Swingline Lender. If the Swingline Lender fails to give
notice ten (10) days prior to the relevant interest payment date, such additional interest or costs shall be due and
payable ten (10) days from receipt of such notice. At the written request of the Borrower, the Swingline Lender
shall use commercially reasonable efforts to assign and delegate its rights and obligations with respect to Optional Currency
Swingline Loans to another of its offices, branches or Affiliates if, in the judgment of the Swingline Lender, such
designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to this
Section 2.23(a) in the future and (ii) would not subject the Swingline Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to the Swingline Lender; provided that this sentence shall not apply to
any such additional amounts arising as a result of the application of any reserve requirement or reserve ratio
requirement. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Swingline Lender in
connection with any such designation or assignment and delegation.


 


(b)           The
Administrative Agent will determine the Dollar Equivalent amount of (i) the outstanding and proposed Optional Currency
Swingline Loans and Letters of Credit to be denominated in an Optional Currency as of the requested Borrowing Date or date of
issuance, as the case may be, (ii) the outstanding LC Exposure in respect of Letters of Credit denominated in an
Optional Currency as of the last Business Day of each month, and (iii) the outstanding Optional Currency Swingline Loans
as of the end of each Interest Period (each such date under clauses (i) through (iii), and any other date on which the
Administrative Agent determines it is necessary or advisable to make such computation, in its sole discretion, is referred to
as a “Computation Date”).


 






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(c)            If
(i) any Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the Euro or (ii) any
Optional Currency and the Euro are at the same time recognized by any Governmental Authority of the nation issuing such currency
as lawful currency of such nation and the Administrative Agent or the Swingline Lender shall so request in a notice delivered to
the Borrower, then any amount payable hereunder by any party hereto in such Optional Currency shall instead be payable in the Euro
and the amount so payable shall be determined by translating the amount payable in such Optional Currency to the Euro at the exchange
rate established by that nation for the purpose of implementing the replacement of the relevant Optional Currency by the Euro (and
the provisions governing payments in Optional Currencies in this Agreement shall apply to such payment in the Euro as if such payment
in the Euro were a payment in an Optional Currency). Prior to the occurrence of the event or events described in clause (i) or
(ii) of the preceding sentence, each amount payable by the Borrower hereunder in any Optional Currency will, except as otherwise
provided herein, continue to be payable only in that currency.


 


(d)           The
Borrower agrees, at the request of any Revolving Lender (including, for the avoidance of doubt, the Swingline Lender), to
compensate such Revolving Lender for any loss, cost, expense or reduction in return that such Revolving Lender shall
reasonably determine shall be incurred or sustained by such Revolving Lender as a result of the replacement of any Optional
Currency by the Euro and that would not have been incurred or sustained but for the transactions provided for herein. A
certificate of any Revolving Lender setting forth such Revolving Lender’s determination of the amount or amounts
necessary to compensate such Revolving Lender shall be delivered to the Borrower and shall be conclusive absent manifest
error so long as such determination is made on a reasonable basis. The Borrower shall pay such Revolving Lender the amount
shown as due on any such certificate within ten (10) days after receipt thereof.


 


(e)           The
Borrower may deliver to the Administrative Agent a written request that Optional Currency Swingline Loans hereunder also be
permitted to be made in any other lawful currency (other than Dollars), in addition to the currencies specified in the
definition of “Optional Currency” herein, provided that such currency must be freely traded in the offshore
interbank foreign exchange markets, freely transferable, freely convertible into Dollars and available to the Swingline
Lender and each of the Issuing Banks in the Relevant Interbank Market. The Administrative Agent will promptly notify the
Swingline Lender and the Issuing Banks of any such request promptly after the Administrative Agent receives such request. The
Administrative Agent will promptly notify the Borrower of the acceptance or rejection by the Administrative Agent, the
Swingline Lender and each of the Issuing Banks of the Borrower’s request. The requested currency shall be approved as
an Optional Currency hereunder only if the Administrative Agent, the Swingline Lender and each of the Issuing Banks approve
of the Borrower’s request.


 






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SECTION 2.24. Optional
Currency Not Available. The Swingline Lender shall be under no obligation to make
the Optional Currency Swingline Loans and no Issuing Bank shall be under any obligation to issue Letters of Credit requested
by the Borrower which are denominated in an Optional Currency if the Swingline Lender or such Issuing Bank, as the case may
be, notifies the Administrative Agent by 5:00 p.m. (Pittsburgh time) three (3) Business Days prior to the
Borrowing Date for such Optional Currency Swingline Loans or date of issuance that (i) the making, maintenance or
funding of such Optional Currency Swingline Loan, the issuance of such Letter of Credit, or the funding of any draw
thereunder has been made or, in the case of a draw, would be made, impracticable or unlawful by compliance by the Swingline
Lender or such Issuing Bank in good-faith with any Law or any interpretation or application thereof by any Governmental
Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law),
(ii) after making all reasonable efforts, deposits of the relevant amount in the relevant Optional Currency (including,
if applicable, for the relevant Interest Period) are not available to the Swingline Lender or such Issuing Bank with respect
to such Optional Currency Swingline Loan or Letter of Credit in such Optional Currency in the Relevant Interbank Market or
(iii) the Administrative Agent shall have determined, or the Swingline Lender or any Issuing Bank shall have notified
the Administrative Agent in writing that it has determined, that a fundamental change has occurred in the foreign exchange or
interbank markets with respect to any Optional Currency (including, without limitation, changes in national or international
financial, political or economic conditions or currency exchange rates or exchange controls). In the event that the
Administrative Agent receives a timely notice from the Swingline Lender or an Issuing Bank pursuant to the preceding
sentence, the Administrative Agent will notify the Borrower, (1) no later than 12:00 noon (Pittsburgh time) two
(2) Business Days prior to the Borrowing Date for such Optional Currency Swingline Loans that the Optional Currency is
not then available for such Optional Currency Swingline Loans, or (2) prior to the issuance of an Optional Currency
Letter of Credit, that Letters of Credit are not then available in such Optional Currency. If the Borrower receives a notice
described in the preceding sentence, the Borrower may, by notice from the Borrower to the Administrative Agent not later than
5:00 p.m. (Pittsburgh time) two (2) Business Days prior to the Borrowing Date for such Optional Currency Swingline
Loans, or prior to the issuance date of such Letter of Credit, as the case may be, either (a) withdraw the Swingline
Loan Borrowing Request for such Optional Currency Loan or request for such Letter of Credit in such Optional Currency, as the
case may be, in which event the Administrative Agent will promptly notify the Swingline Lender and applicable Issuing Bank of
the same and the Swingline Lender shall not make such Optional Currency Swingline Loans, and such Issuing Bank shall not
issue such Letter of Credit or (b) request that the Swingline Loans referred to in its Swingline Loan Borrowing
Request or Letter of Credit, as the case may be, be made in Dollars or in a different Optional Currency in an amount equal to
the Dollar Equivalent or other Optional Currency Equivalent Amount of such Swingline Loans or Letter of Credit and shall
(A) in the case of Swingline Loans denominated in Dollars, bear interest at the rate determined pursuant to
Section 2.13(c), or (B) in the case of Swingline Loans denominated in an Optional Currency, bear interest at the
applicable LIBO Rate plus the Applicable Rate, in which event the Administrative Agent shall promptly deliver a notice to the
Swingline Lender and/or the Issuing Bank, as the case may be, stating: in the case of (X) Swingline Loans, (I) that
such Swingline Loans shall be made in the applicable currency and the interest rate applicable thereto, and (II) the
aggregate amount of such Swingline Loans and, (Y) Letters of Credit (I) such Letters of Credit shall be issued in
the applicable currency and (II) the stated face amount of such Letters of Credit. If the Borrower does not withdraw
such Swingline Loan Borrowing Request or request for Letter of Credit before such time as provided in clause (a) or
request before such time that the requested Swingline Loans referred to in its Swingline Loan Borrowing Request or Letter of
Credit be made in Dollars or a different Optional Currency as provided in clause (b), then (i) the Borrower shall be
deemed to have withdrawn such Swingline Loan Borrowing Request or request for Letter of Credit, as the case may be, and
(ii) the Administrative Agent shall promptly deliver a notice to the Swingline Lender and/or the applicable Issuing Bank
thereof and the Swingline Lender shall not be obligated to make such Swingline Loans and such Issuing Bank shall not be
obligated to issue such Letter of Credit.


 






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SECTION 2.25. Currency
Repayments. Notwithstanding anything contained herein to the contrary, except as
expressly provided in Section 2.04(c) in connection with the repayment of an Optional Currency Swingline Loan with
the proceeds of ABR Loans, or as otherwise agreed to by the Swingline Lender, the entire amount of principal of and interest
on any Optional Currency Swingline Loan shall be repaid by the Borrower in the same Optional Currency in which such Optional
Currency Swingline Loan was made, provided, however, that if it is impossible or illegal for the Borrower to effect payment
of a Swingline Loan in the Optional Currency in which such Loan was made, or if the Borrower defaults in its obligations to
do so, the Swingline Lender, may at its option permit such payment to be made (a) at and to a different location,
subsidiary, affiliate or correspondent of the Administrative Agent, or (b) in the Dollar Equivalent, or (c) in
an Equivalent Amount of such other currency (freely convertible into Dollars) as the Swingline Lender may solely at its
option designate. Upon any events described in (a) through (c) of the preceding sentence, the Borrower shall make
such payment. In all events, whether described in such clauses (a) through (c), whether the Borrower makes such
required payments, or otherwise, (i) the Borrower agrees to hold the Swingline Lender, each Issuing Bank and each
Revolving Lender harmless from and against any loss incurred by any of them arising from the cost to such indemnified party
of any premium, any costs of exchange, the cost of hedging and covering the Optional Currency in which such Optional Currency
Swingline Loan was originally made, and from any change in the value of Dollars, or such other currency, in relation to the
Optional Currency that was due and owing, and (ii) each Revolving Lender agrees to hold the Swingline Lender and each
Issuing Bank harmless from and against any loss incurred by the Swingline Lender or such Issuing Bank arising from the cost
to the Swingline Lender or such Issuing Bank of any premium, any costs of exchange, the cost of hedging and covering the
Optional Currency in which such Optional Currency Swingline Loan or Letter of Credit, as the case may be, was originally
made, and from any change in the value of Dollars or such other currency in relation to the Optional Currency that was due
and owing. Such loss shall be calculated for the period commencing with the first day of the Interest Period for such Loan
and continuing through the date of payment thereof. Without prejudice to the survival of any other agreement of the Borrower
or Revolving Lenders hereunder, the Borrower’s and Revolving Lenders’ respective obligations under this
Section 2.25 shall survive termination of this Agreement.


 


SECTION 2.26. Optional
Currency Amounts. Notwithstanding anything contained herein to the contrary, the
Swingline Lender may, with respect to notices by the Borrower for Optional Currency Swingline Loans or voluntary prepayments
of less than the full amount of an Optional Currency Swingline Loan, engage in reasonable rounding of the Optional Currency
amounts requested to be loaned or repaid; and, in such event, the Swingline Lender shall promptly notify the Borrower and the
Administrative Agent of such rounded amounts and the Borrower’s request or notice shall thereby be deemed to reflect
such rounded amounts.


 






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SECTION 2.27. Additional
Mandatory Prepayments and Commitment Reductions. If on any Computation Date
(a) the Aggregate Revolving Exposure is greater than the Aggregate Revolving Commitment, (b) the Swingline Exposure
shall exceed the Swingline Loan Commitment, or (c) the LC Exposure shall exceed the Letter of Credit Sublimit, as a
result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Administrative
Agent shall notify the Borrower of the same. The Borrower shall pay or prepay the Revolving Loans and/or Swingline Loans
(subject to the Borrower’s indemnity obligations under Sections 2.16, 2.23 and 2.25) within one (1) Business Day
after the Borrower receives such notice such that after giving effect to such payments or prepayments (I) the Aggregate
Revolving Exposure shall not exceed the Aggregate Revolving Commitment and (II) the Swingline Exposure shall not exceed
the Swingline Loan Commitment. With respect to the circumstance identified in clause (c) of the first sentence of this
paragraph, the Borrower shall cash collateralize the LC Exposure to the extent of the amount by which the LC Exposure exceeds
the Letter of Credit Sublimit in accordance with Section 2.05(i). All prepayments required pursuant to this
Section 2.27 shall first be applied among the Interest Rate Options to the principal amount of the Revolving Loans
subject to the Base Rate Option, then to Revolving Loans subject to a LIBO Rate Option and then to Optional Currency
Swingline Loans. In accordance with Section 2.16, the Borrower shall indemnify the Lenders for any loss or expense
incurred with respect to any such prepayments applied against Loans subject to a LIBO Rate Option on any day other than
the last day of the applicable Interest Period.


 


SECTION 2.28.
Interbank Market Presumption. For all purposes of this Agreement and each Note with
respect to any aspects of the LIBO Rate or any Loan under the LIBO Rate Option (including any Optional Currency Swingline Loan),
each Lender (including, for the avoidance of doubt, the Swingline Lender) and the Administrative Agent shall be presumed to have
obtained rates, funding, currencies, deposits, and the like in the Relevant Interbank Market regardless whether it did so or not;
and, each Lender’s (including the Swingline Lender’s) and the Administrative Agent’s determination of amounts
payable under, and actions required or authorized by, Sections 2.14, 2.16 and 2.23 shall be calculated, at each Lender’s
and the Administrative Agent’s option, as though each Lender and the Administrative Agent funded its respective portion of
each Borrowing Tranche of Loans under the LIBO Rate Option through the purchase of deposits of the types and maturities corresponding
to the deposits used as a reference in accordance with the terms hereof in determining the LIBO Rate (and any additional reserves
pursuant to Section 2.23(a)) applicable to such Loans, whether in fact that is the case.


 


SECTION 2.29.
Judgment Currency.


 


(a)           If
for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under a Note in any currency
(the “Original Currency”) into another currency (the “Other Currency”), the parties hereby
agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at which in accordance with normal
banking procedures each Lender could purchase the Original Currency with the Other Currency after any premium and costs of exchange
on the Business Day preceding that on which final judgment is given.


 


(b)           The
obligation of the Borrower in respect of any sum due from the Borrower to any Lender (including, for the avoidance of doubt,
the Swingline Lender) hereunder shall, notwithstanding any judgment in an Other Currency, whether pursuant to a judgment or
otherwise, be discharged only to the extent that, on the Business Day following receipt by any Lender of any sum adjudged to
be so due in such Other Currency, such Lender may in accordance with normal banking procedures purchase the Original Currency
with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such
Lender in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment or
payment, to indemnify such Lender against such loss to the extent of such deficit.


 






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SECTION 2.30.
Benchmark
Replacement Setting.


 


(a)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection
with a Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark
Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if
a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under
any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further
action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is
determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect
of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice
of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each Class.


 


(b)           Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will
have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document.


 


(c)            Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any
occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below
and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that
may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.30
titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or
of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action
or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without
consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section 2.30 titled “Benchmark Replacement Setting.”


 






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


 


(e)            Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the
Borrower may revoke any request for a Loan bearing interest based on USD LIBOR , conversion to or continuation of Loans bearing
interest based on USD LIBOR to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the
Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to Loans bearing interest
under the Base Rate Option. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark
is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such
Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.


 


(f)            Secondary
Term SOFR Conversion. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso
below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the
Reference Time in respect of any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will
replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting
(the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or
further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) Loans outstanding on
the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted
to Loans bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period
of the then-current Benchmark; provided that, this paragraph (f) shall not be effective unless the Administrative Agent has
delivered to the Lenders and the Borrower a Term SOFR Notice.


 






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(g)            Certain
Defined Terms. As used in this Section 2.30:


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if
the then current Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark that is or may be used for
determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of
doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to paragraph
(d) of this Section 2.30, or (y) if the then current Benchmark is not a term rate nor based on a term rate, any
payment period for interest calculated with reference to such Benchmark pursuant to this Agreement as of such date.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR or the

then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to paragraph (a) of this Section 2.30.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 


(1)            the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)            the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3)            the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any
evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark
for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that
publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided, further,
that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement”
shall revert to and shall be determined as set forth in clause (1) of this definition. If the Benchmark Replacement as determined
pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be
the Floor for the purposes of this Agreement and the other Loan Documents.


 






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“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)            for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set
forth in the order below that can be determined by the Administrative Agent:


 


(a)            the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) as of the Reference Time such Benchmark Replacement is first set for such Available Tenor that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
the applicable Corresponding Tenor;


 


(b)            the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first
set for such Available Tenor that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions
to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)            for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement
for U.S. dollar-denominated syndicated credit facilities;


 


provided
that, (x) in the case of clause (1) above, such adjustment is displayed on a screen or other information service that
publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion
and (y) if the then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable
Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of
such Benchmark for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be the Available
Tenor that has approximately the same length (disregarding business day adjustments) as the payment period for interest calculated
with reference to such Unadjusted Benchmark Replacement.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business
Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of
interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability
of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may
be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof
by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides
that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines
that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as
the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other
Loan Documents).


 






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


 


(1)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator
of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all
Available Tenors of such Benchmark (or such component thereof);


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Administrative
Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein;


 


(3)            in
the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided to the Lenders and the Borrower
pursuant to this Section titled “Benchmark Replacement Setting”, which date shall be at least 30 days from the
date of the

Term SOFR Notice; or


 


(4)            in
the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided
to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th)
Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such
Early Opt-in Election from Lenders comprising the Required Lenders.


 


For the avoidance
of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference
Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the
case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth
therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation
thereof).


 






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


 


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


 


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


 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) or an Official Body having jurisdiction over the Administrative Agent announcing that
all Available Tenors of such Benchmark (or such component thereof) are no longer representative.


 


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


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date
pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.30 titled
 “Benchmark Replacement Setting” and (y) ending at the time that a Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.30 titled “Benchmark
Replacement Setting.”


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 






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“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being
established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant
Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent
decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent
may establish another convention in its reasonable discretion.


 


“Early
Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:


 


(1)            a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the
other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time
contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate
based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available
for review), and


 


(2)            the
joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR or, if no floor is specified, zero.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00
a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark
is not USD LIBOR, the time determined by the Administrative Agent in its reasonable discretion.


 


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


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day
published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


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


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 






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“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking
term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence
of a Term SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been
recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration
of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event has previously
occurred resulting in a Benchmark Replacement in accordance with this Section 2.30 titled “Benchmark Replacement Setting”
that is not Term SOFR.


 


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


 


“USD
LIBOR” means the London interbank offered rate for U.S. dollars.


 






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Article III

Representations and Warranties


 


The Borrower represents
and warrants to the Lenders that:


 


SECTION 3.01.
Organization; Powers. The Borrower and each Subsidiary is duly organized, validly existing
and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization,
has all power and authority and all material Governmental Approvals required for the ownership and operation of its properties
and the conduct of its business as now conducted and as proposed to be conducted and, except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business, and
is in good standing, in every jurisdiction where such qualification is required.


 


SECTION 3.02. Authorization;
Enforceability. The Transactions to be entered into by each Loan Party are within
such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or
other organizational and, if required, stockholder or other equityholder action of each Loan Party. Each of this Agreement,
the Collateral Agreement and any IP Security Agreement executed on or before the Restatement Effective Date has been duly
executed and delivered by the Borrower and each other Loan Party that is party thereto and constitutes, and each other Loan
Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal,
valid and binding obligation of the Borrower or such Loan Party, as the case may be, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting
creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in
equity or at law.


 






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SECTION 3.03.
Governmental Approvals; Absence of Conflicts. The Transactions (a) do not require
any consent or approval of, registration or filing with or any other action by any Governmental Authority, except (i) such
as have been obtained or made and are in full force and effect and (ii) filings necessary to perfect Liens created under the
Loan Documents, (b) will not violate any applicable Law, including any order of any Governmental Authority, (c) will
not violate the charter, by-laws or other organizational documents of the Borrower or any Subsidiary, (d) will not violate
or result (alone or with notice or lapse of time, or both) in a default under any Material Contract of the Borrower or any Subsidiary,
or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Borrower or any Subsidiary,
or give rise to a right of, or result in, any termination, cancellation, acceleration or right of renegotiation of any obligation
thereunder, and (e) except for Liens created under the Loan Documents, will not result in the creation or imposition of any
Lien on any asset of the Borrower or any

Subsidiary. There is no default under any Material Agreement and none of the Loan Parties or their Subsidiaries is bound by any
contractual obligation, or subject to any restriction in any organization document, or any requirement of Law, which could in any
such case reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.04.
Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore
furnished to the Lenders its consolidated balance sheet and statements of operations, stockholders’ equity, comprehensive
income and cash flows (i) as of and for the fiscal year ended December 31, 2016, audited by and accompanied by the opinion
of KPMG LLP, independent registered public accounting firm, (ii) as of and for each of the fiscal quarters and

the portion of the fiscal year ended March 31, June 30 and September 30, 2017 , in the case of clause (ii) above,
certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position,
results of operations and cash flows of the

Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end
audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.


 


(b)           [Intentionally
Omitted]


 


(c)            Except
as disclosed in the financial statements referred to above or the notes thereto, neither the Borrower nor any Subsidiary has, as
of the Restatement Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses.


 


(d)           Since
December 31, 2016, there has been no event or condition that has resulted, or could reasonably be expected to result, in a
material adverse change in the business, assets, operations or condition (financial or otherwise) of the Borrower and the Subsidiaries,
taken as a whole.


 


SECTION 3.05.
Properties. The Borrower and each Subsidiary has good title to, or valid leasehold
interests in, all its property material to its business, except for minor defects in title that do not interfere with its ability
to conduct its business as currently conducted or to utilize such properties for their intended purposes.


 






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SECTION 3.06. Intellectual
Property. (a) The Borrower and each Subsidiary owns, or is licensed to use, all
patents, trademarks, copyrights, licenses, technology, software, domain names and other intellectual property that is
necessary for the conduct of their business as currently conducted, and proposed to be conducted, and without conflict with
the rights of any other Person, except to the extent any such conflict, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No patents, trademarks, copyrights, licenses, technology,
software, domain names or other intellectual property used by the Borrower or any Subsidiary in the operation of its business
infringes upon the rights of any other Person, except for such infringements that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect. No claim or litigation regarding patents, trademarks,
copyrights, licenses, technology, software, domain names or other intellectual property owned or used by the Borrower or any
Subsidiary is pending or, to the knowledge of the Borrower and the Subsidiaries, threatened against the Borrower or any
Subsidiary that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. As of
the Restatement Effective Date, each patent, trademark, copyright or other intellectual property that, individually or in
the aggregate, is material to the business of the Borrower and the Subsidiaries (or to the business of the Borrower and the
Domestic Subsidiaries) is owned by the Borrower or a Domestic Subsidiary.


 


(b)           Schedule
3.06 sets forth all source code licenses (whether as part of an escrow arrangement or otherwise) granted by the Borrower or any
Subsidiary as of the Restatement Effective Date, other than any such licenses to software developers that have entered into use
and nondisclosure agreements, and, if applicable, the escrow agent with respect thereto.


 


SECTION 3.07.
Litigation and Environmental Matters. (a) There are no actions, suits or proceedings
by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower or any Subsidiary, threatened
against or affecting the Borrower or any Subsidiary that (i) could reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect or (ii) involve any of the Loan Documents or the Transactions.


 


(b)           Except
with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows
of any basis for any Environmental Liability.


 


SECTION 3.08. Compliance
with Laws and Agreements; No Default. The Borrower and each Subsidiary is in
compliance with all Laws, including all orders of Governmental Authorities, applicable to it or its property and indentures,
loan or credit agreements, mortgages, deeds of trust, contracts, undertakings or other agreements or instruments to which the
Borrower or such Subsidiary is a party or by which it or any of its properties is bound, except where the failure to comply,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.


 






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SECTION 3.09.
Investment Company Status. Neither the Borrower nor any Subsidiary is an “investment
company” as defined in, or subject to regulation under, the Investment Company Act of 1940.


 


SECTION 3.10.
Taxes. The Borrower and each Subsidiary has timely filed or caused to be filed all
Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it,
except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the
Borrower or such Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP and (iii) such
contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation or
(b) the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.


 


SECTION 3.11.
ERISA. No ERISA Events have occurred or are reasonably expected to occur that could,
in the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the
date of the most recent financial statements reflecting such amounts, exceed by more than $3,000,000 the fair value of the assets
of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used
for purposes of Accounting Standards Codification Topic 715) did not, as of the date or dates of the most recent financial statements
reflecting such amounts, exceed by more than $3,000,000 the fair value of the assets of all such underfunded Plans.


 


SECTION 3.12.
Subsidiaries and Joint Ventures; Equity Interests in the Borrower. The Equity Interests
in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule
3.12, as of the Restatement Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to
which the Borrower or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that
upon conversion or exchange would require, the issuance by any Subsidiary of any additional Equity Interests or other securities
convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary.
Schedule 3.12A sets forth, as of the Restatement Effective Date, the name and jurisdiction of organization of, and the percentage
of each class of Equity Interests owned by the Borrower or any Subsidiary in, (a) each Subsidiary and (b) each joint
venture in which the Borrower or any Subsidiary owns any Equity Interests. Schedule 3.12 sets forth, as of the Restatement Effective
Date, the percentage of each class of Equity Interests in the Borrower owned by the Permitted Holders.


 


SECTION 3.13.
Insurance. Schedule 3.13 sets forth a description of all insurance maintained by or
on behalf of the Borrower and the Subsidiaries as of the Restatement Effective Date.


 






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SECTION 3.14.
Solvency. Immediately after the consummation of the Transactions to occur on the Restatement
Effective Date, including the making of each Loan to be made on the Restatement Effective Date and the application of the proceeds
of such Loans, and after giving effect to the rights of subrogation and contribution under the Collateral Agreement, (a) the
fair value of the assets of each Loan Party will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the
present fair saleable value of the assets of each Loan Party will be greater than the amount that will be required to pay the probable
liability on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become
absolute and matured, (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured and (d) each Loan Party will not have unreasonably small capital
with which to conduct the business in which it is engaged, as such business is now conducted and is proposed to be conducted following
the Restatement Effective Date.


 


SECTION 3.15. Disclosure. The
Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower
or any Subsidiary is subject, and all other matters known to the Borrower, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or
other information furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent, any Arranger or
any Lender in connection with the negotiation of this Agreement or any other Loan Document, included herein or therein or
furnished hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with respect to forecasts or projected
financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions
believed by it to be reasonable at the time made and at the time so furnished and, if furnished prior to the Restatement
Effective Date, as of the Restatement Effective Date (it being understood that such forecasts and projections may vary from
actual results and that such variances may be material).


 


SECTION 3.16. Collateral
Matters. (a) The Collateral Agreement creates in favor of the Administrative
Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined
therein) and (i) in the case of Collateral (as defined therein) constituting certificated securities (as defined in the
Uniform Commercial Code) delivered to the Administrative Agent on or prior to the Restatement Effective Date, together with
instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement constitutes a
fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and
superior in right to any other Person, (ii) in the case of financing statements filed prior to the Restatement Effective
Date in connection with the Existing Credit Agreement, the security interest created under the Collateral Agreement
constitutes a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining
Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing
statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under
Section 6.02, (iii) when any other Collateral (as defined therein) constituting certificated securities (as defined
in the Uniform Commercial Code) is delivered to the Administrative Agent after the Restatement Effective Date, together with
instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute
a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and
superior in right to any other Person, and (iv) when financing statements in appropriate form are filed in the
applicable filing offices with respect to any Loan Party joined as a Loan Party after the Restatement Effective Date, the
security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right,
title and interest of such Loan Parties in the Collateral (as defined therein) of such Loan Party to the extent perfection
can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior to the rights of
any other Person, except for rights secured by Liens permitted under Section 6.02.


 






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(b)           [Intentionally
Omitted].


 


(c)            (i)            With
respect to IP Security Agreements recorded with the United States Patent and Trademark Office or the United States Copyright
Office, as applicable, prior to the Restatement Effective Date, the security interest created under the Collateral Agreement
constitutes, effective upon the filing of (1) the IP Security Agreement recorded on March 2, 2012, with the United
States Patent and Trademark Office at Reel 027794/Frame 0026, and (2) the IP Security Agreement recorded on
March 2, 2012, with the United States Copyright Office in Volume 3613, Document 384, a fully perfected security interest
in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral
Agreement) covered by such IP Security Agreements in which a security interest may be perfected by filing in the United
States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under
Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the
United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by a
Loan Party after the date of such prior recording).


 


(ii)            Upon
the recordation of any IP Security Agreements executed on or after the Restatement Effective Date with the United States
Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements
referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will
constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual
Property (as defined in the Collateral Agreement) covered by such IP Security Agreements in which a security interest may be
perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but
subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States
Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such
Intellectual Property acquired by the Loan Parties after the Restatement Effective Date).


 


(d)            Each
Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and
delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will
be effective under applicable Law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid
and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in
all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the rights of any other
Person, except for rights secured by Liens permitted under Section 6.02.


 






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SECTION 3.17.
Federal Reserve Regulations. Neither the Borrower nor any Subsidiary is engaged or
will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within
the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or carrying margin stock.
No part of the proceeds of the Loans or any issuance of Letters of Credit will be used, directly or indirectly, for any purpose
that entails a violation (including on the part of any Lender) of any of the regulations of the Board of Governors, including Regulations
U and X. Not more than 25% of the value of the assets subject to any provision of this Agreement or any other Loan Document that
restricts the ability of the Borrower or any Subsidiary to sell, create any Lien on or otherwise dispose of its assets will at
any time be represented by margin stock.


 


SECTION 3.18.
[Intentionally Omitted].


 


SECTION 3.19. Anti-Money
Laundering/International Trade Law Compliance. No Covered Entity is a Sanctioned
Person. No Covered Entity, either in its own right or through any third party (a) has any of its assets in a Sanctioned
Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) does
business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or
Sanctioned Person in violation of any Anti-Terrorism Law; or (c) engages in any dealings or transactions prohibited by
any Anti-Terrorism Law. The Loan Parties have instituted and maintain policies and procedures designed to promote and achieve
continued compliance with Anti-Terrorism Laws.


 


SECTION 3.20.
Anti-Corruption. Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge
of any Financial Officer or other executive officer of any Loan Party, any director, officer, agent, employee or other person acting
on behalf of the Borrower or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a violation
by such persons of the FCPA or any other applicable anti-corruption law; and the Loan Parties have instituted and maintain policies
and procedures designed to promote and achieve continued compliance therewith.


 


SECTION 3.21.
EEAAffected Financial Institution.
No Loan Party is an EEAAffected
Financial Institution.


 


SECTION 3.22.
Certificate of Beneficial Ownership. The Certificate of Beneficial Ownership executed
and delivered to the Administrative Agent and the Lenders for the Borrower on or prior to the First Amendment Effective Date, as
updated from time to time in accordance with this Agreement, is accurate, complete and correct as of such date and as of the date
any such update is delivered. Each Loan Party acknowledges and agrees that the Certificate of Beneficial Ownership is one of the
Loan Documents.


 






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Article IV


 


Conditions


 


SECTION 4.01. Conditions
to Effectiveness. The Existing Credit Agreement shall not be deemed amended and
restated by this Agreement and no Lender (including the Swingline Lender) shall have any obligation to make any Loan under
this Agreement and no Issuing Bank shall have any obligation to issue any Letter of Credit under this Agreement, unless and
until each of the following conditions precedent shall have been satisfied (or waived in accordance with
Section 9.02):


 


(a)           The
Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement, the Reaffirmation
Agreement and any Notes to be executed on the Restatement Effective Date, each signed on behalf of such party or (ii) evidence
satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart
of this Agreement and such other documents.


 


(b)           The
Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating
to the organization, existence and good standing of the Borrower and each Subsidiary Loan Party, the authorization of the Transactions
by the Borrower and each Subsidiary Loan Party, the incumbency of each person signing any Loan Document on behalf of the Borrower
or any Subsidiary Loan Party and any other legal matters relating to the Borrower and the Subsidiary Loan Parties, the Credit Agreement,
the other Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.


 


(c)           The
Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the chief
executive officer or the chief financial officer of the Borrower, confirming that, after giving effect to the provisions
hereof (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct
(A) in the case of the representations and warranties qualified as to materiality, in all respects and
(B) otherwise, in all material respects, in each case on and as of the Restatement Effective Date and (ii) no
Default has occurred and is continuing on the Restatement Effective Date.


 


(d)           The
Administrative Agent shall have received a Compliance Certificate signed by a Financial Officer of the Borrower setting forth pro
forma compliance with the financial covenants set forth in Sections 6.12 and 6.13.


 


(e)           The
Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Restatement
Effective Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and
disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Engagement Letter, the Fee Letter or the
Loan Documents.


 


(f)            The
Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04.


 






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(g)           The
Administrative Agent shall have received the annual financial projections for the Borrower and its consolidated Subsidiaries for
the years 2018 through 2022, including a balance sheet statement of operations and cash flow (including the assumptions used in
preparing such projections), in form and substance reasonably acceptable to the Administrative Agent.


 


(h)           The
Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.


 


(i)            The
Collateral and Guarantee Requirement shall have been satisfied. The Administrative Agent shall have received a completed
Perfection Certificate, dated the Restatement Effective Date and signed by an executive officer or a Financial Officer of the
Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial
Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection
Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably
satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are
permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding of Loans on the
Restatement Effective Date will be, released.


 


(j)            The
Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with
endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder
to the extent required under Section 5.08.


 


(k)           The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the
Issuing Banks and dated the Restatement Effective Date) of each of (i) Faegre Drinker
Biddle & Reath LLP, counsel for the Borrower, (ii) if requested by the Administrative Agent, local counsel for the
Borrower in each jurisdiction in which any Subsidiary Loan Party is organized, and the laws of which are not covered by the opinion
letter referred to in clause (i) above, and (iii) to the extent requested by the Administrative Agent, foreign counsel
for the Borrower and/or, to the extent requested by the Administrative Agent and customary in such jurisdiction, the Administrative
Agent in each foreign jurisdiction in which Pledged Collateral (as defined in the Collateral Agreement) is located, in each case
in form and substance reasonably satisfactory to the Administrative Agent.


 


(l)            The
Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the chief executive
officer or the chief financial officer of the Borrower, confirming compliance with the conditions set forth in the first sentence
of paragraph (i) of this Section and in paragraphs (a) and (b) of Section 4.02.


 


(m)          All
(i) “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement as of
the Restatement Effective Date of the Departing Lenders, including any accrued interest and fees thereon, and all other amounts
owed to the Departing Lenders under the Existing Credit Agreement and (ii) all “Term Loans” (as defined in the
Existing Credit Agreement) and accrued interest thereon, shall have been paid in full, it being understood that such payments may
be made from proceeds of Loans hereunder on the Restatement Effective Date.


 






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(n)           The
Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the chief financial
officer of the Borrower, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions
occurring on the Restatement Effective Date, in form and substance reasonably satisfactory to the Administrative Agent.


 


(o)           The
Administrative Agent shall have received a certificate dated the Restatement Effective Date and signed by the chief executive officer
or the chief financial officer of the Borrower either (i) attaching copies of all consents, licenses and approvals required
in connection with the execution, delivery and performance by the Borrower and the other Loan Parties and the validity against
the Borrower and the other Loan Parties of the Loan Documents to which they are a party, and such consents, licenses and approvals
shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required.


 


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


 


SECTION 4.02.
Each Credit Event. The obligation of each Lender to make a Loan on the occasion of
any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request
therefor in accordance herewith and to the satisfaction of the following conditions:


 


(a)           The
representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the
case of representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material
respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly
relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior
date.


 


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


 


On the date of any Borrowing or the issuance,
amendment, renewal or extension of any Letter of Credit, the Borrower shall be deemed to have represented and warranted that the
conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, after giving effect
to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or
any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01,
2.04(a) or 2.05(b).


 






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Article V


 


Affirmative
Covenants


 


The Borrower covenants
and agrees with the Lenders, the Issuing Banks and the Administrative Agent that until the Commitments shall have expired or been
terminated, the principal of and interest on each Loan and all fees and other amounts payable hereunder shall have been paid in
full, all Letters of Credit shall have expired or been terminated and all LC Disbursements shall have been reimbursed:


 


SECTION 5.01.
Financial Statements and Other Information. The Borrower will furnish to the Administrative
Agent, for distribution to the Lenders:


 


(a)           no
later than March 31 of each fiscal year of the Borrower (or, if the Borrower is subject to periodic reporting obligations
under the Exchange Act, by the date that the Annual Report on Form 10-K of the Borrower for the immediately preceding fiscal
year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available
thereunder for the filing of such form but not any other extension that is granted), its audited consolidated balance sheet and
related consolidated statements of operations, stockholders’ equity, comprehensive income and cash flows as of the end of
and for the immediately preceding fiscal year, setting forth in each case in comparative form the figures for the prior fiscal
year, all audited by and accompanied by the opinion of KPMG LLP or another independent registered public accounting firm of recognized
national standing (without a “going concern” 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 position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated
basis as of the end of and for such year in accordance with GAAP and accompanied by a narrative report describing the financial
position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries in a form reasonably satisfactory
to the Administrative Agent;


 


(b)           within
45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if the Borrower is
subject to periodic reporting obligations under the Exchange Act, by the date that the Quarterly Report on Form 10-Q of
the Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving
effect to any automatic extension available thereunder for the filing of such form but not any other extension that is
granted), its consolidated balance sheet and related consolidated statements of operations, stockholders’ equity,
comprehensive income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal
year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case
of the balance sheet, as of the end of) the prior fiscal year, all certified by a Financial Officer of the Borrower as
presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and
its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the
fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes, and
accompanied by a narrative report describing the financial position, results of operations and cash flows of the Borrower and
its consolidated Subsidiaries in a form reasonably satisfactory to the Administrative Agent;


 






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(c)           [Intentionally
Omitted];


 


(d)           concurrently
with each delivery of financial statements under clause (a) or (b) above, a completed Compliance Certificate signed by
a Financial Officer of the Borrower, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying
the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Sections 6.12 and 6.13, (iii) setting forth a list of Investments made in such
period in reliance on Section 6.04(o)-(p) as well as a list of the aggregate amount of all Investments made in reliance
on such Sections outstanding on the last day of the period covered by such Compliance Certificate, (iv) stating whether any
change in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of the Borrower most
recently theretofore delivered under clause (a) or (b) above (or, prior to the first such delivery, referred to in Section 3.04)
and, if any such change has occurred, specifying the effect of such change on the financial statements (including those for the
prior periods) accompanying such certificate, and (v) certifying that all notices required to be provided under Sections 5.02,
5.03 and 5.04 have been provided;


 


(e)           concurrently
with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that audited such financial
statements stating whether it obtained knowledge during the course of its examination of such financial statements of any Default
and, in the case it shall have obtained knowledge of any Default, specifying the details thereof (which certificate may be limited
to the extent required by accounting rules or guidelines);[intentionally
omitted];


 


(f)            no
later than March 31 of each fiscal year of the Borrower, a certificate of a Financial Officer or other executive officer of
the Borrower setting forth (i) all Equity Interests owned by any Loan Party, (ii) all Intellectual Property owned by
any Loan Party and (iii) all commercial tort claims in respect of which a complaint or a counterclaim has been filed by any
Loan Party and that, in each case, (A) if so owned or filed by a Loan Party as of the Restatement Effective Date would have
been required to be set forth on the applicable schedule to the Collateral Agreement pursuant to the terms of such agreement and
(B) have not been set forth on such schedule or on a certificate previously delivered pursuant to this clause (f);


 


(g)           within
60 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the next two succeeding fiscal years
(including a projected consolidated balance sheet and related projected statements of operations and cash flows as of the end of
and for each such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly after
the same become available, any significant revisions to such budget;


 


(h)           promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by the Borrower or any Subsidiary with the SEC or with any national securities exchange, or distributed by the Borrower to its
shareholders generally, as the case may be;


 






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(i)            promptly
after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of
ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices
described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to
any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or
notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate
shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such
documents and notices promptly after receipt thereof;


 


(j)            promptly
after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply
with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act; and


 


(k)           promptly
after any request therefor, such other information regarding the operations, business affairs, assets, liabilities (including contingent
liabilities) and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request, including consolidating financial information.


 


Information required to be delivered pursuant
to this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing
such information, shall have been posted by the Administrative Agent on Syndtrak or similar site to which the Lenders have been
granted access or shall be available on the website of the SEC at http://www.sec.gov. Information required to be delivered pursuant
to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
In the event any financial statements delivered under clause (a) or (b) above shall be restated, the Borrower shall deliver,
promptly after such restated financial statements become available, revised Compliance Certificates with respect to the periods
covered thereby that give effect to such restatement, signed by a Financial Officer of the Borrower.


 


Notwithstanding anything to the contrary
contained herein, if the due date by which any report, document or other information required to be furnished by the Borrower to
the Administrative Agent pursuant to this Section 5.01 falls on a date that is not a Business Day, such due date will be the
immediately following Business Day.


 


SECTION 5.02.
Notices of Material Events. The Borrower will furnish to the Administrative Agent,
for distribution to the Lenders, prompt written notice of the following:


 


(a)           the
occurrence of, or receipt by the Borrower of any written notice claiming 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 Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed
in writing by the Borrower to the Administrative Agent and Lenders, that in each case could reasonably be expected to result in
a Material Adverse Effect or that in any manner questions the validity of any Loan Document;


 






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(c)           the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Borrower and the Subsidiaries in an aggregate amount of $5,000,000 or more;


 


(d)           the
occurrence of (i) any Public Offering or (ii) any casualty or other insured damage to any material portion of the Collateral
or the commencement of any action or proceeding for the taking or expropriation of any material portion of the Collateral under
power of eminent domain or by condemnation or similar proceeding; and


 


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


 


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


 


SECTION 5.03. Additional
Subsidiaries. If any Subsidiary is formed or acquired after the Restatement
Effective Date, the Borrower will, as promptly as practicable, and in any event within 30 days (or such longer period as the
Administrative Agent may agree to in writing), notify the Administrative Agent thereof and cause the Collateral and Guarantee
Requirement to be satisfied with respect to such Subsidiary (if it is a Domestic Subsidiary) and with respect to any Equity
Interests in or Indebtedness of such Subsidiary owned by any Loan Party.


 


SECTION 5.04. Information
Regarding Collateral; Deposit and Securities Accounts. (a) The Borrower will
furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party, as set
forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan
Party (including as a result of any merger or consolidation), (iii) the location of the chief executive office of any
Loan Party or (iv) the organizational identification number, if any, or, with respect to any Loan Party organized under
the Laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing
statement, the Federal Taxpayer Identification Number of such Loan Party. The Borrower agrees to promptly provide the
Administrative Agent with certified organizational documents reflecting any of the changes described in the first sentence of
this paragraph. The Borrower agrees not to effect or permit any change referred to in the first sentence of this paragraph
unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the
Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in
all the Collateral.


 


(b)           The
Borrower will furnish to the Administrative Agent prompt written notice of the acquisition by any Loan Party of any material assets
after the Restatement Effective Date, other than any assets constituting Collateral under the Security Documents in which the Administrative
Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Security Document)
upon the acquisition thereof.


 






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(c)           The
Borrower will promptly notify the Administrative Agent of the existence of any deposit account or securities account maintained
by a Loan Party in respect of which a Control Agreement is required to be in effect pursuant to clause (f) of the definition
of the term “Collateral and Guarantee Requirement” but is not yet in effect.


 


SECTION 5.05. Existence;
Conduct of Business. (a) The Borrower and each Subsidiary will 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,
licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its
business except, other than in the case of the legal existence of the Borrower, where the failure to do so, individually or
in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall
not prohibit any transaction permitted under Section 6.03 or 6.05.


 


(b)           The
Borrower and each Subsidiary will take all actions reasonably necessary to protect all patents, trademarks, copyrights,
licenses, technology, software, domain names and other intellectual property necessary to the conduct of their business as
currently conducted, and proposed to be conducted, including (i) protecting the secrecy and confidentiality of the
Borrower’s and the Subsidiaries’ confidential information and trade secrets by having and enforcing a policy
requiring all employees, consultants, licensees, vendors and contractors to execute confidentiality and invention assignment
agreements, (ii) taking all actions reasonably necessary to ensure that no trade secrets of the Borrower or the
Subsidiaries shall fall or have fallen into the public domain and (iii) protecting the secrecy and confidentiality of
the source code of all computer software programs and applications owned or licensed by the Borrower or the Subsidiaries by
having and enforcing a policy requiring any licensees of such source code (including any licensees under any source code
escrow agreement) to enter into license agreements with appropriate use and nondisclosure restrictions, except in each case
where the failure to take any such action, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect.


 


SECTION 5.06.
Payment of Obligations. The Borrower and each Subsidiary will pay its obligations,
including Tax liabilities, before the same shall become delinquent or in default, except where (a) (i) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (ii) the Borrower or such Subsidiary has set aside
on its books reserves with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends collection
of the contested obligation and the enforcement of any Lien securing such obligation or (b) the failure to make payment could
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.07. Maintenance
of Properties. The Borrower and each Subsidiary will keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.


 


SECTION 5.08.
Insurance. The Borrower and each Subsidiary will maintain, with financially sound and
reputable insurance companies, insurance in such amounts (with no greater risk retention) and against such risks as are customarily
maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations.
Each such policy of liability, casualty or business interruption insurance maintained by or on behalf of Loan Parties shall (a) in
the case of each liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional
insured thereunder, (b) in the case of each casualty or business interruption insurance policy, contain a loss payable clause
or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as the loss payee thereunder and (c) provide
for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice
to the Administrative Agent of any cancellation of such policy.


 






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SECTION 5.09.
Books and Records; Inspection and Audit Rights. The Borrower and each Subsidiary will
keep proper books of record and account in which full, true and correct entries in accordance with GAAP and applicable Law are
made of all dealings and transactions in relation to its business and activities. The Borrower and each Subsidiary will permit
the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior notice, (a) to
visit and inspect its properties, (b) to examine and make extracts from its books and records and (c) to discuss its
operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition with its officers
and independent accountants, all at such reasonable times and as often as reasonably requested; provided that unless an Event of
Default shall have occurred and be continuing, (i) no more than two such visits and inspections may be made during any calendar
year and (ii) each such visit and inspection shall be made upon at least three Business Days’ prior notice to the Borrower
or such Subsidiary.


 


SECTION 5.10.
Compliance with Laws. The Borrower and each Subsidiary will comply with (i) all
Laws, including all orders of any Governmental Authority, applicable to it or its property (including any applicable Environmental
Laws) and (ii) all indentures, agreements and other instruments binding upon it or its property, except in each case where
the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.11. Use
of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans will
be used solely for (i) the payment of the costs and expenses associated with the Transactions (ii) the payment on
the Restatement Effective Date of the “Term Loans” (as defined in the Existing Credit Agreement), the obligations
owed to the Departing Lenders under the Existing Credit Agreement and any other loans or obligations owed under the Existing
Credit Agreement, if any, that are being paid on the Restatement Effective Date, and
(iii)(iii) the
payment on the Second Amendment Effective Date of the obligations of the “Departing Lender(s)” (as defined in the
Second Amendment) owed under this Agreement immediately prior to giving effect to the Second Amendment and
(iv) working capital and other general corporate purposes of the Borrower and the Subsidiaries.


 


(b)           The
proceeds of the Term Loans will be used solely for general corporate purposes of the Borrower and the Subsidiaries, including making
Restricted Payments to the extent permitted hereunder.


 


(c)           The
proceeds of Swingline Loans will be used solely for working capital and other general corporate purposes of the Borrower and
the Subsidiaries. Letters of Credit will be issued only to support obligations of the Borrower and the Subsidiaries incurred
in the ordinary course of business.


 






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SECTION 5.12. Further
Assurances. The Borrower and each other Loan Party will execute any and all further
documents, financing statements, agreements and instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings and other documents),
that may be required under any applicable Law, or that the Administrative Agent may reasonably request, to cause the
Collateral and Guarantee Requirement to be and remain satisfied at all times or otherwise to effectuate the provisions of the
Loan Documents, all at the expense of the Loan Parties. The Borrower will provide to the Administrative Agent, from time to
time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the
Liens created or intended to be created by the Security Documents.


 


SECTION 5.13.
Certificate of Beneficial Ownership and Other Additional Information. The Loan Parties
shall provide to the Administrative Agent and the Lenders: (a) at the request of the Administrative Agent, confirmation of
the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Administrative
Agent and Lenders; (b) to the extent that a Certificate of Beneficial Ownership is applicable
to the Borrower, a new Certificate of Beneficial Ownership, in form and substance acceptable to the Administrative Agent
and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (c) such other information
and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time for purposes of compliance
by the Administrative Agent or such Lender with applicable laws (including without limitation the USA Patriot Act and other “know
your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Administrative
Agent or such Lender to comply therewith.


 


Article VI


 


Negative
Covenants


 


The Borrower covenants
and agrees with the Lenders that during the period commencing on the Restatement Effective Date and until the Commitments shall
have expired or been terminated, the principal of and interest on each Loan and all fees and other amounts payable hereunder shall
have been paid in full, all Letters of Credit shall have expired or been terminated and all LC Disbursements shall have been reimbursed:


 


SECTION 6.01.
Indebtedness; Certain Equity Securities. (a) Neither the Borrower nor any Subsidiary
will create, incur, assume or permit to exist any Indebtedness, except:


 


(i)            Indebtedness
created under the Loan Documents;


 


(ii)           Indebtedness
existing on the Restatement Effective Date and set forth on Schedule 6.01 and Refinancing Indebtedness in respect thereof;


 






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(iii)          Indebtedness
of the Borrower or any Subsidiary to the Borrower or any Subsidiary; provided that (A) such Indebtedness shall not
have been transferred to any Person other than the Borrower or any Subsidiary, (B) any such Indebtedness owing by any Loan
Party shall be subordinated to the Loan Document Obligations on terms customary for intercompany subordinated Indebtedness, as
reasonably determined by the Administrative Agent, (C) any such Indebtedness owing to any Loan Party shall be evidenced by
a promissory note that shall have been pledged pursuant to the Collateral Agreement and (D) any such Indebtedness owing by
any Subsidiary that is not a Loan Party to any Loan Party shall be incurred in compliance with Section 6.04;


 


(iv)          Guarantees
incurred in compliance with Section 6.04;


 


(v)           Indebtedness
of the Borrower or any Subsidiary (A) incurred to finance the acquisition, construction and improvement of any fixed or capital
assets, including Capital Lease Obligations; provided that such Indebtedness is incurred prior to or within 90 days after
such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed
the cost of acquiring, constructing or improving such fixed or capital assets, or (B) assumed in connection with the acquisition
of any fixed or capital assets, and Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate
principal amount of Indebtedness permitted by this clause (v) shall not exceed $25,000,000 at any time outstanding;


 


(vi)          Indebtedness
of the Borrower or any Subsidiary (A) incurred to finance the acquisition, construction and improvement of any real property,
provided that such Indebtedness is incurred prior to or within 90 days after such acquisition and the principal amount of
such Indebtedness does not exceed the cost of acquiring such real property or (B) assumed in connection with the acquisition
of any real property, and Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate principal
amount of Indebtedness permitted by this clause (vi) shall not exceed $25,000,000 at any time outstanding;


 


(vii)         Indebtedness
of any Person that becomes a 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, or Indebtedness of any Person that is assumed
by the Borrower or any Subsidiary in connection with an acquisition of assets by the Borrower or such Subsidiary in a
Permitted Acquisition, provided that (A) such Indebtedness exists at the time such Person becomes a 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 Subsidiary (or such merger or consolidation) or such assets being acquired and (B) neither the
Borrower nor any Subsidiary (other than such Person or the Subsidiary with which such Person is merged or consolidated or the
Person that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for the payment of such
Indebtedness, and Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate principal
amount of Indebtedness permitted by this clause (vii) that is secured or is owing by any Subsidiary that is not a Loan
Party shall not exceed $1025,000,000
at any time outstanding;


 






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(viii)        Indebtedness
owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in
connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full
within five Business Days of the incurrence thereof;


 


(ix)          obligations
under bonds securing the performance of bids, tenders, contracts or leases incurred in the ordinary course of business;


 


(x)           endorsement
of instruments and other payment items for deposit; and


 


(xi)          other
Indebtedness in an aggregate principal amount not exceeding $175,000,000 at any time outstanding; provided that the aggregate
principal amount of Indebtedness permitted by this clause (xi) that (A) is secured, (B) is owing by any Subsidiary
that is not a Loan Party or (C) in the case of any such Indebtedness of the type referred to in clause (a) or (b) of
the definition of the term “Indebtedness”, (1) has the stated final maturity that is, or upon nonsatisfaction
of certain conditions could be, earlier than the date 90 days after the later of the latest Maturity Date and the latest Revolving
Maturity Date in effect on the date of incurrence of such Indebtedness or (2) has
to the extent that any Term Loans are then outstanding, has a weighted average life to
maturity that is shorter than the weighted average life to maturity of each Class of the Term Loans remaining as of the date
of such incurrence, shall not exceed $35,000,000 at any time outstanding;


 


(xii)            Approved
Convertible Debt and Refinancing Indebtedness in respect thereof; and


 


(xiii)            other
unsecured Indebtedness; provided that, at the time of incurrence of such unsecured Indebtedness (A) no
Default shall have occurred and be continuing or would result therefrom,
(B) such unsecured Indebtedness has a stated final maturity that is, or upon nonsatisfaction of certain conditions could
be, no earlier than the date 90 days after the later of the latest Maturity Date and the latest Revolving Maturity Date in effect
on the date of such Indebtedness, (C) the representations, covenants and events of default, taken as a whole, in respect
of such Indebtedness are no more restrictive on the applicable Loan Party than the representations, covenants and Events of Default
hereof, taken as a whole, (D) the Borrower shall be in compliance with the covenants set forth in Sections 6.12 and 6.13
at the end of the last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders pursuant
to Section 5.01(a) or (b), both on an actual basis and on a pro forma basis in accordance with Section  1.04(b),
and (E) (I) after giving effect to the incurrence thereof, the Net Leverage Ratio shall be less than 4.00 to 1.00 at
the end of the last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders pursuant
to Section 5.01(a) or (b) calculated on a pro forma basis in accordance with Section 1.04(b) and (II) the
Borrower shall deliver a certificate in a form reasonably acceptable to the Administrative Agent (including reasonably detailed
supporting calculations related to the matters set forth in such certificate) signed by a Financial Officer of the Borrower evidencing
such pro forma compliance with this clause (E) and setting forth as of the date of incurrence of such Indebtedness a detailed
calculation of the Net Leverage Ratio on a pro forma basis in accordance with Section 1.04(b) after giving effect to
the incurrence of such Indebtedness and, if applicable, any Material Acquisition (an “Unsecured Debt Incurrence Compliance
Certificate”); provided, further, that the Loan Parties shall
have the right, exercisable not more than two (2) times during the term of this Agreement, to increase the maximum Net Leverage
Ratio solely
for purposes of this clause (E) to 4.50 to 1.00 with respect to any Indebtedness incurred on or within one year after the
date of the consummation of a Material Acquisition by giving written notice to the Administrative Agent within
ten (10) Business Days of such
Material Acquisition (or such later date as the Administrative Agent may agree to); provided, further, that notwithstanding anything
to the contrary herein, upon the incurrence of such Indebtedness under this clause (xiii), the Applicable Rate shall be recalculated
on a pro forma basis based on such Unsecured Debt Incurrence Compliance Certificate but only to the extent that such recalculation
would result in the Borrower being in a higher Category in the definition of Applicable Rate based on such Net Leverage Ratio,
in which event such higher pricing shall take effect on the date of the incurrence of such Indebtedness.


 






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(b)           Neither
the Borrower nor any Subsidiary will issue or permit to exist any Disqualified Equity Interests.


 


SECTION 6.02.
Liens. Neither the Borrower nor any Subsidiary will create, incur, assume or permit
to exist any Lien on any asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:


 


(a)           Liens
created under the Loan Documents;


 


(b)           Permitted
Encumbrances;


 


(c)           any
Lien on any asset of the Borrower or any Subsidiary existing on the date hereof and set forth on Schedule 6.02; provided
that (i) such Lien shall not apply to any other asset of the Borrower or any Subsidiary and (ii) such Lien shall
secure only those obligations that it secures on the date hereof and any extensions, renewals and refinancings thereof
that do not increase the outstanding principal amount thereof and, in the case of any such obligations constituting
Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof;


 


(d)            any
Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any asset of any
Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided
that (i) such Lien secures only Indebtedness permitted by clause (vii) of Section 6.01(a) and obligations
relating thereto not constituting Indebtedness, (ii) such Lien is not created in contemplation of or in connection with
such acquisition or such Person becoming a Subsidiary, as the case may be, (iii) such Lien shall not apply to any other
asset of the Borrower or any Subsidiary and (iv) such Lien shall secure only those obligations that it secures on the
date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and any extensions, renewals and
refinancings thereof that do not increase the outstanding principal amount thereof and, in the case of any such obligations
constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect
thereof;


 






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(e)           Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that
(i) such Liens secure only Indebtedness permitted by clause (v) of Section 6.01(a) and obligations
relating thereto not constituting Indebtedness and (ii) such Liens shall not apply to any other asset of the Borrower or
any Subsidiary; provided further that in the event purchase money obligations are owed to any Person with respect to
financing 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;


 


(f)            Liens
on real property acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens
secure only Indebtedness permitted by clause (vi) of Section 6.01(a) and obligations relating thereto not constituting
Indebtedness and (ii) such Liens shall not apply to any other property of the Borrower or any Subsidiary;


 


(g)           in
connection with the sale or transfer of all the Equity Interests in a Subsidiary in a transaction permitted under Section 6.05,
customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;


 


(h)           in
the case of any Subsidiary that is not a wholly owned Subsidiary, any put and call arrangements related to its Equity Interests
set forth in its organizational documents or any related joint venture or similar agreement;


 


(i)            any
Lien on assets of any Foreign Subsidiary; provided that (i) such Lien shall not apply to any Collateral (including
any Equity Interests in any Subsidiary that constitute Collateral) or any other assets of the Borrower or any Domestic Subsidiary
and (ii) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder;


 


(j)            Liens
solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Borrower or any Subsidiary in
connection with any letter of intent or purchase agreement for an acquisition or other transaction permitted hereunder; and


 


(k)           other
Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $250,000,000
at any time outstanding.


 






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SECTION 6.03. Fundamental
Changes; Business Activities. (a) Neither the Borrower nor any Subsidiary will
merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (ii) any Person (other than the Borrower) may merge or consolidate with any Subsidiary in
a transaction in which the surviving entity is a Subsidiary (and, if any party to such merger or consolidation is a
Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) any Subsidiary may merge into or consolidate with any Person
in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is
not a Subsidiary and (iv) any Subsidiary 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; provided
that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior thereto
shall not be permitted unless it is also permitted under Section 6.04.


 


(b)           Neither
the Borrower nor any Subsidiary will engage to any material extent in any business other than businesses of the type
conducted by the Borrower and the Subsidiaries on the Restatement Effective Date and businesses reasonably related thereto. For
avoidance of doubt (x) to the extent that the Borrower or its Subsidiaries needs to acquire assets or business lines
that are not businesses of the type conducted by the Borrower and the Subsidiaries on the Restatement Effective Date and
businesses reasonably related thereto in order to consummate a Permitted Acquisition, it may so acquire them so long
(i) as it shall use commercially reasonable efforts to dispose of them as soon as practicable and (ii) the
aggregate consideration paid for such assets or business lines that are not businesses of the type conducted by the Borrower
and the Subsidiaries on the Restatement Effective Date (or businesses reasonably related thereto) shall constitute less
than fifty percent (50%) of the aggregate consideration paid by the Borrower and the Subsidiaries in such Permitted
Acquisition, and (y) this clause (b) shall not restrict Borrower’s entry into and performance of any Approved
Capped Call Transaction.


 


(c)           Except
as set forth on Schedule 3.12, the Borrower will not permit any Person other than the Borrower, or one or more of the
Domestic Subsidiaries, to own any Equity Interests in any Subsidiary that is incorporated or organized under the Laws of the
United States of America, any State thereof or the District of Columbia (other than any such Subsidiary acquired after the
Restatement Effective Date).


 


(d)           The
Borrower will not permit any Subsidiary other than any Subsidiary Loan Party or any Material Foreign IP Subsidiary to own any
patent, trademark, copyright or other intellectual property that, individually or in the aggregate, is material to the
business of the Borrower and the Subsidiaries, provided that, in the case of any such patent, trademark, copyright or
other intellectual property that is acquired in a Permitted Acquisition after the Restatement Effective Date, the Borrower
will not be required to comply with the requirements of this paragraph (i) until the 30th day following the date of the
acquisition thereof or (ii) if and for so long as compliance with the requirements of this paragraph shall result, in
the reasonable determination of a Financial Officer of the Borrower, in adverse tax consequences to the Borrower and the
Subsidiaries that are material in relation to the aggregate consideration (including, in each case, Indebtedness assumed
in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase
price adjustment but excluding earnout and similar payments) and all other consideration payable in connection therewith
(including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition
consideration)) paid for such Permitted Acquisition (it being understood that nothing in this paragraph shall be deemed to
limit the covenants of the Borrower under the final paragraph of Section 6.05).


 






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SECTION 6.04. Investments,
Loans, Advances, Guarantees and Acquisitions. Neither the Borrower nor any
Subsidiary will purchase, hold, acquire (including pursuant to any merger or consolidation with any Person that was not a
wholly owned Subsidiary prior thereto), make or otherwise permit to exist any Investment in any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) all or substantially all the assets of any other Person or
of a business unit, division, product line or line of business of any other Person, or assets acquired other than in the
ordinary course of business that, following the acquisition thereof, would constitute a substantial portion of the assets of
the Borrower and the Subsidiaries, taken as a whole, except:


 


(a)           Permitted
Investments;


 


(b)           Investments
(i) existing on the date hereof (but not any additions thereto (including any capital contributions) made after the date hereof)
or (ii) contemplated to be made pursuant to contractual obligations existing on the date hereof and, in the case of clauses
(i) and (ii) above, set forth on Schedule 6.04;


 


(c)           investments
by the Borrower and the Subsidiaries in Equity Interests in their wholly-owned subsidiaries;
provided that (i) such subsidiaries are Subsidiaries prior to such investments, (ii) any such Equity Interests
held by a Loan Party shall be pledged in accordance with the requirements of the definition of the term “Collateral and Guarantee
Requirement” and (iii) the aggregate amount of such investments by the Loan Parties in, and loans and advances by the
Loan Parties to, and Guarantees by the Loan Parties of Indebtedness and other obligations of, Subsidiaries that are not Loan Parties
(excluding all such investments, loans, advances and Guarantees existing on the date hereof and permitted by clause (b) above)
shall not exceed $20,000,000 at any time outstanding;


 


(d)           loans
or advances made by the Borrower or any Subsidiary to the Borrower or any wholly-owned Subsidiary; provided
that (i) the Indebtedness resulting therefrom is permitted by clause (iii) of Section 6.01(a) and
(ii) the amount of such loans and advances made by the Loan Parties to Subsidiaries that are not Loan Parties shall
be subject to the limitation set forth in clause (c) above;


 


(e)           Guarantees
by the Borrower or any Subsidiary of Indebtedness or other obligations of the Borrower or any wholly-owned
Subsidiary (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant
with respect to any letter of credit or letter of guaranty); provided that (i) a Subsidiary that has not Guaranteed
the Secured Obligations pursuant to the Collateral Agreement shall not Guarantee any Indebtedness or other obligations of any Loan
Party and (ii) the aggregate amount of Indebtedness and other obligations of Subsidiaries that are not Loan Parties that is
Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (c) above;


 






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(f)            to
the extent constituting Investments, customer indemnification and warranty obligations arising under software license agreements,
in each case in the ordinary course of business and consistent with past practices;


 


(g)           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;


 


(h)           Investments
made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in compliance
with Section 6.05;


 


(i)            Investments
by the Borrower or any Subsidiary that result solely from the receipt by the Borrower or such Subsidiary from any of its subsidiaries
of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities (but not
any additions thereto made after the date of the receipt thereof);


 


(j)            Investments
in the form of Hedging Agreements permitted under Section 6.07;


 


(k)           (i) payroll,
travel and similar advances to directors and employees of the Borrower or any Subsidiary to cover matters that are expected
at the time of such advances to be treated as expenses of the Borrower or such Subsidiary for accounting purposes and that
are made in the ordinary course of business and (ii) with respect to any funds representing deferred compensation of any
director or employee of the Borrower or any Subsidiary, any portfolio of investments approved by the board of directors of
the Borrower configured to provide investment performance that simulates that which is invested by participants in the
Borrower’s Nonqualified Deferred Compensation Plan, provided that such portfolio of investments shall not exceed
the obligations of such plan;


 


(l)            loans
or advances to directors and employees of the Borrower or any Subsidiary made in the ordinary course of business; provided
that (i) the aggregate amount of such loans and advances outstanding at any time shall not exceed $1,000,000 and
(ii) the proceeds of any such loans or advances shall not be used to purchase Equity Interests in the
Borrower;


 


(m)          any
Permitted Acquisitions for aggregate consideration not exceeding $375,000,000
(including, in each case, Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price
(including, obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration
payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing
acquisition consideration) in the aggregate in any fiscal year of the Borrower;


 






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(n)           any
Permitted Acquisition; provided that at the time of, and immediately after giving effect to, such Permitted
Acquisition, the Net Senior
Secured Leverage Ratio, calculated at the end of the last fiscal quarter of
the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a) and
(b) (or, prior to the delivery of any such financial statements, at the end of the last fiscal quarter of the
Borrower included in the financial statements referred to in Section 3.04(a)), both on an actual basis and on a pro
forma basis in accordance with Section 1.04(b), shall not exceed the Maximum Permitted
Net Leverage Ratio then in effect minus 0.502.75 to
1.00; provided, further, that, with respect to each
such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent a certificate of a Financial
Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all the
requirements set forth in the definition of the term “Permitted Acquisition” and in this clause (n) have
been satisfied with respect to such Permitted Acquisition, together with reasonably detailed calculations in support thereof; provided,
further, that if such Permitted Acquisition is a Material Acquisition, the Borrower shall also deliver to the Administrative
Agent on or before the date of consummation of such Material Acquisition, a Compliance Certificate, on a pro forma basis in
accordance with Section 1.04(b) after giving effect to such Material Acquisition and any Indebtedness incurred in
connection therewith and, notwithstanding anything to the contrary herein, upon the consummation of such Material
Acquisition, the Applicable Rate shall be recalculated based on such Compliance Certificate but only to the extent that such
recalculation would result in the Borrower being in a higher Category in the definition of Applicable Rate based on such
Compliance Certificate, in which event such higher pricing shall take effect on the date of the consummation of such Material
Acquisition.


 


(o)           Investments
that constitute Minority Investments in an aggregate amount not to exceed $20,000,000 in any
fiscal year of the Borrower (such amount for any fiscal year being referred to as the “Permitted
Minority Investment Amount”), provided that commencing
with the fiscal year ending on December 31, 2018, the portion of the Permitted Minority Investment Amount for any
fiscal year that has not been used to make Minority Investments during such fiscal year may be carried over for use in any
subsequent fiscal year, (i) the
aggregate amount of all Minority Investments made from
and after the Second Amendment Effective Date in reliance on this clause (o) shall not exceed $5100,000,000
at any time outstanding and (which
basket, for the avoidance of doubt, shall be replenished to extent of the return of invested capital from dispositions
permitted under Section 6.05(h) but not by any such return to the extent in excess of the amount of such Investment
previously included under this clause (o)) and (ii) at the time of, and immediately after giving effect to,
any such Investment (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom
and (y) without limiting clause (x) immediately above, the Borrower is in compliance (calculated at the end of the
last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders pursuant to
Section 5.01(a) and (b) (or, prior to the delivery of any such financial
statements, at the end of the last fiscal quarter of the Borrower included in the financial statements referred to in
Section 3.04(a)),)
both on an actual basis and on a pro forma basis in accordance with Section 1.04(b)) with the financial covenants
contained in Sections 6.12 and 6.13;


 


(p)           loans
or advances made by the Borrower or any Subsidiary to its directors and senior executive officers for the sole purpose of
purchasing Equity Interests in the Borrower; provided that (i) at the time of, and immediately after giving
effect to, any such loans or advances (x) no Default or Event of Default shall have occurred and be continuing or would
result therefrom and (y) without limiting clause (x) immediately above, the Borrower is in compliance (calculated
at the end of the last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders
pursuant to Section 5.01(a) and (b) (or, prior to the delivery of any such financial statements, at the end of
the last fiscal quarter of the Borrower included in the financial statements referred to in Section 3.04(a)), both on an
actual basis and on a pro forma basis in accordance with Section 1.04(b)) with the financial covenants contained in
Sections 6.12 and 6.13 and (ii) the aggregate amount of all Investments made in reliance on this clause (p) shall
not exceed $25,000,000 at any time outstanding; and


 






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(q)           other
Investments (excluding (i)including
Minority Investments, which may only be made after the Restatement Effective Date to the
extent permitted under clause (o) above, and (ii) but
excluding loans or advances by the Borrower or any Subsidiary to its directors and senior executive officers for
the purpose of purchasing Equity Interests in the Borrower, which may only be made after the Restatement Effective Date to
the extent permitted under clause (p) above); provided that, at the time each such Investment is purchased,
made or otherwise acquired, (A) no Default shall have occurred and be continuing or would result therefrom, (B) the
Borrower shall be in compliance with the covenants set forth in Sections 6.12 and 6.13 at the end of the last fiscal quarter
of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a) or
(b) (or, prior to the delivery of any such financial statements, at the end of the last
fiscal quarter of the Borrower included in the financial statements referred to in Section 3.04(a)),
both on an actual basis and on a pro forma basis in accordance with Section 1.04(b) and (C) the aggregate
amount of all Investments made in reliance on this clause (q) from
and after the Second Amendment Effective Date shall not exceed $150,000,000
at any time outstanding (which basket,
for the avoidance of doubt, shall be replenished to extent of the return of principal or invested capital from dispositions
permitted under Section 6.05(h) but not by any such return to the extent in excess of the amount of such Investment
previously included under this clause (o)).


 


SECTION 6.05.
Asset Sales. Neither the Borrower nor any Subsidiary will sell, transfer, lease or
otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Subsidiary issue any additional Equity
Interest in such Subsidiary (other than to the Borrower or any Subsidiary in compliance with Section 6.04, and other than
directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons
under applicable Law), except:


 


(a)           sales,
transfers, leases and other dispositions of inventory or used or surplus equipment in the ordinary course of business or of cash
and Permitted Investments;


 


(b)           grants
of outbound term or perpetual licenses of patents, trademarks, copyrights or other intellectual property in the ordinary course
of business that are non-exclusive;


 


(c)           the
abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material intellectual property or failure
to maintain in any material respect the integrity and security of the software used in the business of the Borrower or any Subsidiary,
except in each case to the extent any such abandonment, cancellation, non-renewal, discontinuance or failure, individually or in
the aggregate, would reasonably be expected to result in a Material Adverse Effect;


 






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(d)            sales,
transfers, leases and other dispositions to the Borrower or any Subsidiary; provided that any such sales, transfers, leases
or other dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Sections 6.04 and 6.09;
and


 


(e)            sales,
transfers, leases and other dispositions of assets that are not permitted by any other clause of this Section; provided
that (i) the aggregate fair value of all assets sold, transferred, leased or otherwise disposed of in reliance on
this clause shall not exceed $20,000,000 during any fiscal year of the Borrower, (ii) all sales, transfers, leases and
other dispositions made in reliance on this clause shall be made for fair value and at least 90% cash consideration, and
(iii) at the time of such sale, transfer, lease or other disposition, no Default shall have occurred and be
continuing. ;


 


(f)             (i) dispositions
of assets to be disposed of pursuant to the last sentence of 6.03(b) and (ii) the disposition of assets that may be
required by a Governmental Authority in
connection with antitrust approval of a Permitted Acquisition;


 


(g)            the
settlement or early termination of any Approved Capped Call Transactions entered into in connection with any Approved Convertible
Debt; and


 


(h)            dispositions
(in whole or in part) of Investments made pursuant to Sections 6.04(o) and (q).


 


Notwithstanding the foregoing,
(i) no such sale or transfer of any Equity Interests in any Subsidiary shall be permitted unless (A) such Equity
Interests constitute all the Equity Interests in such Subsidiary held by the Borrower and the Subsidiaries and
(B) immediately after giving effect to such transaction, the Borrower and the Subsidiaries shall otherwise be in
compliance with Section 6.04, (ii) neither the Borrower nor any Subsidiary shall enter into any exclusive license
of any patent, trademark, copyright or other intellectual property that, individually or in the aggregate with all other such
licensed items of intellectual property, is material to the business of the Borrower and the Subsidiaries and
(iii) neither the Borrower nor any Domestic Subsidiary shall sell, transfer, lease or otherwise dispose of (other
than pursuant to non-exclusive licenses held by any non-wholly
owned Subsidiary or any Foreign Subsidiary, including licenses under the Technology License Agreement) to any non-wholly
owned Subsidiary or any Foreign Subsidiary any patent, trademark, copyright or other intellectual property that,
individually or in the aggregate with all other such disposed items of intellectual property, is material to the
 business
of the Borrower and the Subsidiaries (or to the business of the Borrower and the Domestic Subsidiaries).


 


SECTION 6.06.
Sale/Leaseback Transactions. Neither the Borrower nor any Subsidiary will enter into
any Sale/Leaseback Transaction unless (a) the sale or transfer of the property thereunder is permitted under Section 6.05,
(b) any Capital Lease Obligations arising in connection therewith are permitted under Section 6.01 and (c) any Liens
arising in connection therewith (including Liens deemed to arise in connection with any such Capital Lease Obligations) are permitted
under Section 6.02.


 






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SECTION 6.07.
Hedging Agreements. Neither the Borrower nor any Subsidiary will enter into any Hedging
Agreement, except (a) Hedging Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has
actual exposure (other than in respect of Equity Interests or Indebtedness of the Borrower or any Subsidiary) and not for speculative
purposes and, (b) Hedging Agreements
entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate
to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary,
and (c) Hedging Agreements entered into in connection with Indebtedness permitted pursuant to Section 6.01(xii) hereof,
including, without limitation, Approved Capped Call Transactions.


 


SECTION 6.08.
Restricted Payments; Certain Payments of Indebtedness.


 


(a)            Neither
the Borrower nor any Subsidiary will declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment,
or incur any obligation (contingent or otherwise) to do so, except that:


 


(i)            the
Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests that
are not Disqualified Equity Interests;


 


(ii)           any
Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership or membership
interests or other similar Equity Interests, ratably to the holders of such Equity Interests;


 


(iii)          the
Borrower may repurchase Equity Interests upon: (x) the cashless exercise of stock
options; (y) the vesting or grant of restricted stock awards and units; and (z) the distribution
of shares of its common stock from the Nonqualified Deferred Compensation Plan, in each case, if such Equity Interests
represent a portion of the exercise price of such options and/or applicable withholding
Taxes, as applicable;


 


(iv)          the
Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower
in connection with the exercise of warrants, options or other securities convertible into or exchangeable for capital stock in
the Borrower;


 


(v)           so
long as no Default shall have occurred and be
continuing, the Borrower may purchase its common stock
(A) upon the exercise of “Put Rights” by the holders of such common stock and (B) in the case of
termination of any employee’s (other than any employee that is a Significant Equity Holder) employment with the
Borrower or any Subsidiary (including as a result of death and disability of such employee), upon the exercise of
 “Continuing Repurchase Rights” or “Call Rights” by the Borrower with respect to shares of common
stock held by such employee, in each case pursuant to and in accordance with the Stock Option Plan;[intentionally
omitted];


 






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(vi)          the
Borrower may make Restricted Payments without limitation as to amount so long as (I) the Borrower satisfies each of the conditions
described in clauses (I) and (II) of clause (vii) immediately below and (II) at the end the last fiscal quarter
of the Borrower preceding the time that any such additional Restricted Payment is paid for


 


which
financial statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the
delivery of any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial
statements referred to in Section 3.04(a)), both on an actual basis and after giving pro forma effect to the payment of
such additional Restricted Payment, the Net Senior
Secured Leverage Ratio (calculated on a pro forma basis in accordance with Section 1.04(b)) shall be less
than 32.0075
to 1.00; and


 


(vii)         the
Borrower may make additional Restricted Payments not exceeding $375,000,000
in the aggregate in any fiscal year of the Borrower so long as (I) no Default shall have occurred and be continuing and (II) the
Borrower is in compliance (calculated at the end of the last fiscal quarter of the Borrower for which financial statements have
been delivered to the Lenders pursuant to Section 5.01(a) and (b) (or, prior to the delivery of any such financial
statements, at the end of the last fiscal quarter of the Borrower included in the financial statements referred to in Section 3.04(a)),
both on an actual basis and on a pro forma basis in accordance with Section 1.04(b)), with the financial covenants contained
in Sections 6.12 and 6.13; and


 


(viii)        the
Borrower may enter into (including payments of premiums in connection therewith), and perform its obligations under any Approved
Capped Call Transactions.


 


(b)            Neither
the Borrower nor any Subsidiary will make or agree to pay or make, directly or indirectly, any payment or other distribution
(whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any
payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, defeasance, cancelation or termination of any Indebtedness,
except:


 


(i)            payments
of or in respect of Indebtedness created under the Loan Documents;


 


(ii)           regularly
scheduled interest and principal payments as and when due in respect of any Indebtedness;


 


(iii)          refinancings
of Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01;


 


(iv)          payments
of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness
in transactions permitted hereunder; and


 


(v)           payments
of or in respect of Indebtedness made solely with Equity Interests in the Borrower (other than Disqualified Equity Interests).;
and


 


(vi)          payments
made as required by Hedging Agreements permitted pursuant to Section 6.07(c).


 






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Conversion of Approved
Convertible Debt into Equity Interests (other than Disqualified Equity Interests) or cash or a combination of Equity Interests
(other than Disqualified Equity Interests) and cash in accordance with the terms of such Approved Convertible Debt or payment for
fractional shares in connection therewith shall not be deemed to violate this Section 6.08.


 


SECTION 6.09.
Transactions with Affiliates. Neither the Borrower nor any Subsidiary will sell, lease,
license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage
in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are
at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than those that would prevail in arm’s-length
transactions with unrelated third parties, provided that any payments under the Executive Bonus Plan shall not be permitted
under this clause (a) unless also permitted under clause (f) below, (b) transactions between or among the Loan Parties
not involving any other Affiliate, (c) any Restricted Payment permitted under Section 6.08, (d) issuances by the
Borrower of Equity Interests (other than Disqualified Equity Interests), and receipt by the Borrower of capital contributions,
(e) compensation and indemnification of, and other employment arrangements with, directors, officers and employees of the
Borrower or any Subsidiary entered in the ordinary course of business, (f) bonus payments pursuant to and in accordance with
the Executive Bonus Plan, provided that no Default shall have occurred and be continuing or would result therefrom, (g) loans
and advances permitted under clauses (k), (l) and (p) of Section 6.04 and (h) licenses and other transactions
pursuant to the Technology License Agreement and the Cost Sharing Agreement.


 


SECTION 6.10. Restrictive
Agreements. Neither the Borrower nor any Subsidiary will, directly or indirectly,
enter into or permit to exist any agreement or other arrangement that restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets to secure any
Secured Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its
Equity Interests or to make or repay loans or advances to the Borrower or any Domestic Subsidiary or to Guarantee
Indebtedness of the Borrower or any Domestic Subsidiary; provided that (i) the foregoing shall not apply to
(A) restrictions and conditions imposed by Law or by any Loan Document, (B) restrictions and conditions existing on
the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), and (C) in the case of any Subsidiary that is not a wholly
owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar
agreement, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in
such Subsidiary, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by
any agreement relating to secured Indebtedness permitted by clause (v), (vi), (vii), (viii) or (xi) of
Section 6.01(a) if such restrictions or conditions apply only to the property or assets securing such Indebtedness
or (B) customary provisions in leases and other agreements restricting the assignment thereof and (iii) clause
(b) of the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely
pending such sale, provided that such restrictions and conditions apply only to the Subsidiary, or the business unit,
division, product line or line of business, that is to be sold and such sale is permitted hereunder, or (B) restrictions
and conditions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary
became a Subsidiary and otherwise permitted by clause (vii) of Section 6.01(a) (but shall apply to any
extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), provided
that such restrictions and conditions apply only to such Subsidiary, and (C) restrictions and conditions imposed by
agreements relating to Indebtedness of Foreign Subsidiaries permitted under Section 6.01(a), provided that such
restrictions and conditions apply only to Foreign Subsidiaries. Nothing in this Section shall be deemed to modify the
requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of
the Loan Parties under Sections 5.03, 5.04 or 5.12 or under the Security Documents.


 






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SECTION 6.11. Amendment
of Material Documents; Technology License Agreements; Etc. (a) Neither the Borrower nor any Subsidiary will amend,
modify or waive any of its rights under (i) its certificate of incorporation, bylaws or other organizational documents
to the extent that such amendment, modification or waiver shall be materially adverse to the Lenders when taken as a whole
(as determined in good faith by the Borrower), or (ii) the Technology License Agreement or the Cost Sharing Agreement,
in each case under this clause (ii) to the extent such amendment, modification or waiver could reasonably be expected to
result in a Material Adverse Effect.


 


(b)            The
Borrower shall not permit the licensee under the Technology License Agreement or the counterparty to the Cost Sharing
Agreement, or the licensee or counterparty to any similar technology license or cost sharing agreement (including any
replacement or extension of the Technology License Agreement or the Cost Sharing Agreement, as the case may be) entered into
by the Borrower or any Subsidiary, to be any Person other than the Borrower or a wholly owned Subsidiary.


 


SECTION 6.12. Net Senior
Secured Leverage Ratio. The Borrower will not permit the Net Senior
Secured Leverage Ratio to exceed 3.500
to 1.00 determined as at the end of each fiscal quarter; provided
however, the Loan Parties shall have the right,
exercisable not more than two (2) times during the term of this Agreement by giving
written notice to the Administrative Agent, to increase the maximum Net Leverage Ratio permitted
hereunder to 4.00 to 1.0, calculated as of the end of each fiscal quarter during the twelve month period commencing on the
date immediately preceding the date of a Material Acquisition. .


 


SECTION 6.13.
Minimum Interest Coverage Ratio. The Borrower will not permit the Interest Coverage
Ratio to be less than 3.00 to 1.00 determined as at the end of each fiscal

quarter.


 


SECTION 6.14.
[Intentionally Omitted].


 


SECTION 6.15.
Fiscal Year. The Borrower will not, and the Borrower will not permit any other Loan
Party to, change its fiscal year to end on a date other than December 31.


 






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SECTION 6.16. Anti-Money
Laundering/International Trade Law Compliance. (a) No Covered Entity will
become a Sanctioned Person, (b) no Covered Entity, either in its own right or through any third party, will
(i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in
violation of any Anti-Terrorism Law; (ii) do business in or with, or derive any of its income from investments in or
transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (iii) engage in
any dealings or transactions prohibited by any Anti-Terrorism Law or (iv) use any part of the proceeds of the Loans or
any Letter of Credit to fund any operation in, finance any investments or activities in, or, make any payments to, a
Sanctioned Country or Sanctioned
 Person in violation of any Anti-Terrorism Law, (c) the funds used to repay the
Obligations will not be derived from any unlawful activity, (d) each Covered Entity shall comply with all Anti-Terrorism
Laws, and (e) no
Collateral is or will become Embargoed Property and (f) the Borrower shall promptly notify the Administrative
Agent in writing upon the occurrence of a Reportable Compliance Event.


 


SECTION 6.17.
Anti-Corruption. The Borrower shall not permit any part of the proceeds of the Loans
or any Letter of Credit to be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any other applicable anti-corruption
law. The Borrower shall maintain in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries,
and their respective directors, officers, employees and agents with the FCPA and any other applicable anti-corruption laws.


 


SECTION 6.18.
Division/Series Transaction. The Borrower shall not permit, without the written
consent of the Administrative Agent in its sole discretion, any Division/Series Transaction.


 


Article VII

Events of Default


 


If any of the following
events (“Events of Default”) shall occur:


 


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


 


(b)            the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) 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 Business Days;


 


(c)            any
representation, warranty or statement made or deemed made by or on behalf of the Borrower or any Subsidiary in any Loan Document
or in any report, certificate, financial statement or other information provided pursuant to or in connection with any Loan Document
or any amendment or modification thereof or waiver thereunder shall prove to have been false or misleading in any material respect
(or, in the case of any such representation or warranty qualified as to the materiality, in any respect) as of the time it was
made or furnished;


 






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(d)            the
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.05(a) (with
respect to the existence of the Borrower), 5.05(b) or 5.11 or in Article VI;


 


(e)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those
specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days
after the earlier of (i) notice thereof from the Administrative Agent or any Lender to the Borrower (with a copy to the Administrative
Agent in the case of any such notice from a Lender) and (ii) a Financial Officer or any other senior officer of the Borrower
becoming aware of such failure;


 


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


 


(g)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedging Agreement, the applicable
counterparty, to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity or, in the case of any Hedging Agreement, to cause the termination
thereof; provided that this clause (g) shall not apply to (x) secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness and
(y)(i) any right of any holder of Approved Convertible Debt to convert such Approved Convertible Debt to Equity
Interests (other than Disqualified Equity Interests), cash or a combination of Equity Interests (other than Disqualified
Equity Interests) and cash (in an amount of cash determined by reference to the price of such Equity Interests);
(ii) any actual conversion of Approved Convertible Debt to Equity Interests (other than Disqualified Equity
Interests), cash or a combination of Equity Interests (other than Disqualified Equity Interests) and cash (in an amount of
cash determination by reference to the price of such Equity Interests) in accordance with the terms of such Approved
Convertible Debt, and (iii) any optional right of the issuer of Approved Convertible Debt to repurchase such Approved
Convertible Debt or call such Approved Convertible Debt for redemption to the extent that such repurchase or redemption shall
not violate Section 6.08(b);


 


(h)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or

foreign bankruptcy, insolvency, receivership or similar Law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part
of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall be entered;


 


(i)             the
Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation (other than
any liquidation permitted by clause (iv) of Section 6.03(a)), reorganization or other relief under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar Law now or hereafter in effect, (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article,
(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any 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) the
board of directors (or similar governing body) of the Borrower or any Subsidiary (or any committee thereof) shall adopt any resolution
or otherwise authorize any

action to approve any of the actions referred to in this clause (i) or in clause (h) of this Article;


 






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


 


(k)            one
or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 (other than any such judgment covered
by insurance (other than under a self-insurance program) to the extent a claim therefor has been made in writing and liability
therefor has not been denied by the insurer, so long as, in the opinion of the Required Lenders, such insurer is financially sound),
shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a
period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;


 


(l)             one
or more judgments for injunctive relief shall be rendered against the Borrower, any Subsidiary or any combination thereof that
could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;


 


(m)           one
or more ERISA Events shall have occurred that, in the opinion of the Required Lenders, could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect;


 


(n)            any
Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a
valid and perfected Lien on any material Collateral, with the priority required by the applicable Security Document, except as
a result of (i) a sale or transfer of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) the
Administrative Agent’s failure to maintain possession of any stock certificate, promissory note or other instrument delivered
to it under the Collateral Agreement;


 


(o)            any
Guarantee purported to be created under any Loan Document shall cease to be, or shall be asserted by any Loan Party not to
be, in full force and effect, except upon the consummation of any transaction permitted under this Agreement as a result of
which the Subsidiary Loan Party providing such Guarantee ceases to be a Subsidiary or upon the termination of such Loan
Document in accordance with its terms; or


 






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(p)            on
or after the RestatementSecond Amendment
Effective Date, a Change in Control shall occur;


 


then, and in every such event (other
than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders
shall, by notice to the Borrower, take any or all of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans
then outstanding to be due and payable in whole (or in part (but ratably as among the Classes of Loans and the Loans of each
Class at the time outstanding), in which case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other obligations of the Borrower hereunder, shall become due and payable
immediately, and (iii) require the deposit of cash collateral in respect of LC Exposure as provided in
Section 2.05(i), in each case without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower; and in the case of any event with respect to the Borrower described in clause (h) or (i) of
this Article, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with
accrued interest thereon and all fees and other obligations of the Borrower hereunder, shall immediately and automatically
become due and payable and the deposit of such cash collateral in respect of LC Exposure shall immediately and automatically
become due, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.


 


Article VIII



 


The Administrative Agent


 


Each of the
Lenders and the Issuing Banks hereby irrevocably appoints (and each other Secured Party, whether or not a party hereto, by
its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan
Documents, will be deemed to hereby appoint) the entity named as Administrative Agent in the heading of this Agreement to
serve as administrative agent and collateral agent under the Loan Documents, and authorizes (and each other Secured Party,
whether or not a party hereto, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured
Obligations provided under the Loan Documents, will be deemed to hereby authorize) the Administrative Agent to take such
actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together
with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the Laws of any
jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants (and each other
Secured Party, whether or not a party hereto, by its acceptance of the benefits of the Collateral and of the Guarantees of
the Secured Obligations provided under the Loan Documents, will be deemed to hereby grant) to the Administrative Agent any
required powers of attorney to execute any Security Document governed by the Laws of such jurisdiction on such Lender’s
or Issuing Bank’s behalf.


 


The Person serving
as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any
other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent, and such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.


 






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The
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent
shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents), provided that
the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent
to liability or be contrary to any Loan Document or applicable Law, and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated
to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative
Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in
good faith to be necessary, under the circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or willful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered
thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent. Notwithstanding anything herein to
the contrary, the Administrative Agent shall not have any liability arising from any confirmation of the Revolving Exposure
or the component amounts thereof.


 


The
Administrative Agent shall be entitled to rely, 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 (whether or not such Person in fact meets the requirements set forth in the Loan Documents
for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall
not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by
the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the
signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation
thereof. 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 Issuing Bank, the Administrative Agent may
presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have
received written notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of
such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.


 






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The
Administrative Agent may perform any of and all 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 of and all their duties and exercise their rights and powers 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.


 


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


 






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To the extent
required by any applicable law, the Administrative Agent may withhold from any payment to any Lender or other Secured Party
(which terms include, for purposes of this Article VIII, any Issuing Bank) an amount equivalent to any applicable
withholding Tax. If any payment has been made to any Lender or other Secured Party by the Administrative Agent without the
applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable
withholding Tax to the Internal Revenue Service or any other Governmental Authority, or the Internal Revenue Service or any
other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to
or for the account of any Lender or any other Secured Party because the appropriate form was not delivered or was not
properly executed or because such Lender or other Secured Party failed to notify the Administrative Agent of a change in
circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such
Lender or other Secured Party, as the case may be, shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together
with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.


 


Each Lender and Issuing
Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender
or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges
that it will, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or Issuing Bank,
or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other
Loan Document or any related agreement or any document furnished hereunder or thereunder.


 






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Each Lender, by delivering
its signature page to this Agreement and funding its Loans on the RestatementSecond
Amendment Effective Date, or delivering its signature page to an Assignment and Assumption or an Incremental Facility
Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented
to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to,
the Administrative Agent or the Lenders on the RestatementSecond
Amendment Effective Date.


 


No Secured Party shall
have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being
understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative
Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative
Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender
may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative
Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or
Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be
entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
sold at any such public sale, to use and apply any of the Loan Document Obligations as a credit on account of the purchase price
for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. Each
Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees
of the Secured Obligations provided under the Loan Documents, to have agreed to the foregoing provisions.


 


Notwithstanding anything
herein to the contrary, neither any Arranger nor any Person named on the cover page of this Agreement as a Syndication Agent
or a Documentation Agent shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity,
as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder.


 


The provisions of this
Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and neither the Borrower
nor any other Loan Party shall have any rights as a third party beneficiary of any such provisions.


 


Each Lender acknowledges
and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent
to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or
other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations
contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism
Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their
Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (a) any identity verification
procedures, (b) any recordkeeping, (c) comparisons with government lists, (d) customer notices or (e) other
procedures required under the CIP Regulations or such other Laws.


 






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Article IX



 


Miscellaneous


 


SECTION 9.01.
Notices. (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail
or sent by fax, as follows:


 


(i)            if
to the Borrower, to it at 685 Stockton Drive, Exton, PA 19341, Attention of Chief Financial Officer (Tel. No. (610) 458-5000;
Fax No. (610) 458-3025), with a copy to the General Counsel (Tel. No. (610) 458-5000; Fax No. (610) 458-3181);


 


(ii)           if
to the Administrative Agent, to PNC Bank, National Association, 1000 Westlakes Drive, Suite 300, Berwyn, PA 19312,
Attention of Domenic D’GintoMichael
P. Dungan (Tel. No. (610) 699-5548725-1336;
Fax No. (610) 725-5799), with a copy to PNC Bank, National Association, Agency Services, Mail Stop: P7-PFSC-04-I, PNC
Firstside Center, 500 First Avenue, 4th Floor, Pittsburgh, PA 15219, Attention of Agency Services (Tel.
No. (412) 762-6442; Fax No. (412) 762-8672);


 


(iii)          if
to any Issuing Bank, to it at its address (or telephone number or fax number) most recently specified by it in a notice
delivered to the Administrative Agent and the Borrower (or, in the absence of any such notice, to the address (or telephone
number or fax number) set forth in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is
an Affiliate thereof);


 


(iv)          if
to the Swingline Lender, to PNC Bank, National Association, 1000 Westlakes Drive, Suite 300, Berwyn, PA 19312, Attention of
Domenic D’GintoMichael P. Dungan
(Tel. No. (610) 699-5548725-1336;
Fax No. (610)

725-5799), with a copy to PNC Bank, National Association, Agency Services, Mail Stop: P7-PFSC-04-I, PNC Firstside Center, 500 First
Avenue, 4th Floor, Pittsburgh, PA 15219, Attention of Agency Services (Tel. No. (412) 762-6442; Fax No. (412)
762-8672); and


 


(v)           if
to any other Lender, to it at its address (or telephone number or fax 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 fax 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); and notices delivered
through electronic communications to the extent provided in paragraph (b) below shall be effective as provided in such paragraph.
Notices delivered through electronic communications to the extent provided in Section 9.01(b) shall be effective as provided
in such Section. Notwithstanding the foregoing, notice by the Administrative Agent and/or the Lenders of the existence of a Default
or Event of Default shall not be effective if only sent by fax.


 






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(b)            Notices
and other communications to the Lenders and Issuing Banks hereunder may be delivered or furnished by electronic communications
(including email and Internet and intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices under Article II to any Lender or Issuing Bank if such Lender or Issuing Bank,
as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. Any notices or other communications to the Administrative Agent or the Borrower may be delivered or furnished by
electronic communications pursuant to procedures approved by the recipient thereof prior thereto; provided that approval
of such procedures may be limited or rescinded by any such Person by notice to each other such Person. 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)            Any
party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties
hereto.


 


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


 






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(b)            Except
as provided in Sections 2.214(b),
2.212
and 2.2230
and in the Collateral Agreement, none of this Agreement, any other Loan Document or any provision hereof or thereof may be
waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered
into by the Borrower, the Administrative Agent and the Required Lenders and, in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders, provided that (i) any provision of this
Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the
Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall
have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have
received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders
stating that the Required Lenders object to such amendment and (ii) no such agreement shall (A) increase the
Commitment of any Lender without the written consent of such Lender, (B) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon (other than as a result of any waiver of any increase in the interest
rate applicable to any Loan pursuant to Section 2.13(d) or any change in the definition, or in any components
thereof, of the term “Net Leverage Ratio”), or reduce any fees payable hereunder, without the written consent of
each Lender directly affected thereby, (C) postpone the scheduled maturity date of any Loan, or the required date of
reimbursement of any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender directly affected thereby, (D) change Section 2.18(b), 2.18(c) or clause SECOND
of Section 5.02 of the Collateral Agreement in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender, (E) change any of the provisions of this Section or the
percentage set forth in the definition of the term “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each
Lender of such Class, as the case may be), provided that, with the consent of the Required Lenders, the provisions of
this Section and the definition of the term “Required Lenders” may be amended to include references to any
new class of loans created under this Agreement (or to lenders extending such loans), (F) release any Subsidiary Loan
Party from its Guarantee under the Collateral Agreement (except as expressly provided in Section 9.14 or the Collateral
Agreement), or limit its liability in respect of such Guarantee, without the written consent of each Lender, (G) release
all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender
(except as expressly provided in Section 9.14 or the applicable Security Document (including any such release by the
Administrative Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under
the Security Documents), it being understood that an amendment or other modification of the type of obligations secured by
the Security Documents shall not be deemed to be a release of the Collateral from the Liens of the Security Documents),
(H) amend the definition of Optional Currency or Section 2.23(e) without the written consent of the
Administrative Agent, the Swingline Lender and each Issuing Bank and (I) change any provisions of any Loan Document in a
manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any
Class differently than those holding Loans of any other Class, without the written consent of Lenders representing a
Majority in Interest of each affected Class; provided further that (1) no such agreement shall amend, modify,
extend or otherwise affect the rights or obligations of the Administrative Agent, any Issuing Bank or the Swingline Lender
without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be,
and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under
this Agreement of the Lenders of a particular Class (but not the Lenders of any other Class), may be effected by an
agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of the
affected Class of Lenders that would be required to consent thereto under this Section if such Class of
Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, no consent of any
Defaulting Lender shall be required with respect to any amendment, waiver or other modification of this Agreement or any
other Loan Document, except with respect to those referred to in clauses (B), (C) and (D) of the first proviso of
this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or
other modification.


 






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SECTION 9.03. Expenses;
Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, PNC Capital Markets LLC (as an Arranger) and their Affiliates,
including the reasonable fees, charges and disbursements of counsel for any of the foregoing, in connection with the
structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility
refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation,
execution and delivery of theany
Engagement Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement,
the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred
by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any
Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any of the foregoing,
in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights
under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.


 


(b)            The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, the Syndication Agent, the
Documentation Agent, each Lender and Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, penalties, liabilities and related expenses, including the reasonable fees, charges and disbursements of any
counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result
of (i) the structuring, arrangement and the syndication of the credit facilities provided for herein, the preparation,
execution, delivery and administration of theany
Engagement Letter, theany
Fee Letter, this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the
performance by the parties to theany
Engagement Letter, theany
Fee Letter, this Agreement or the other Loan Documents of their obligations thereunder or the consummation of the
Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any
Subsidiary, 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 and whether initiated against or by any party to theany
Engagement Letter, theany
Fee Letter, this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third 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 are determined by a
court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes, other than any Taxes
that represent losses or damages arising from any non-Tax claim.


 






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(c)            To
the extent that the Borrower shall fail to pay any amount required to be paid by it under paragraph (a) or (b) of
this Section to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any
Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), such Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata
share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as
the case may be, was incurred by or asserted against the Administrative Agent (or such sub-agent), such Issuing Bank or the
Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent), any Issuing Bank or the Swingline Lender in connection with such capacity. For purposes of
this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total
Revolving Exposures, outstanding Term Loans and unused Commitments at the time (or most recently outstanding and in
effect).


 


(d)            To
the extent permitted by applicable Law, the Borrower shall not assert, or permit any of their Affiliates or Related Parties to
assert, and each hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information
or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet),
or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.


 


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


 






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


 


(b)            (i)           Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitment and

Loans of any Class) with the prior written consent (such consent not to be unreasonably withheld) of:


 


(A)            the
Borrower; provided that no consent of the Borrower shall be required (1) for an assignment to a Lender, an Affiliate
of a Lender or an Approved Fund, and (2) if an Event of Default has occurred and is continuing, for any other assignment;
provided further 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 five Business Days after having received notice thereof;


 


(B)             the
Administrative Agent;


 


(C)             each
Issuing Bank, in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in
respect of its LC Exposure; and


 


(D)            the
Swingline Lender, in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations
in respect of its Swingline Exposure.


 


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


 


(A)            except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative
Agent otherwise consents; provided that no such consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;


 






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(B)             each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)             the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500, provided that only one such processing and recordation fee shall be payable in
the event of simultaneous assignments

from any Lender or its Approved Funds to one or more other Approved Funds of such Lender; and


 


(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(iii)          Subject
to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date
specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and
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 the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).


 


(iv)            The
Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and
records of the names and addresses of the Lenders, and the Commitment of, and principal and interest amounts of the Loans and
LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the
Lenders 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. The Register shall be available for inspection by the
Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon
reasonable prior notice.


 


(v)            Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the
assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in this Section and any written consent to such assignment required by this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in
the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to
have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.


 






    	 	140	 



     


    

 



 


(c)            (i) Any
Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations to one or
more Eligible Assignees (“Participants”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments and Loans of any Class); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section 9.02(b) that directly affects such
Participant or requires the approval of all the Lenders. The Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements
under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be
delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section; provided that such Participant (x) agrees to be subject to the
provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section and
(y) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any
participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to
receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though
it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower,
maintain a register on which it enters the name and address of each Participant to which it has sold a participation and the
principal amounts (and stated interest) of each such Participant’s interest in the Loans or other rights and
obligations of such Lender 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 Loans or other rights and
obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loan or other
right or 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.


 






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(d)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.


 


SECTION 9.05. Survival. All
covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such
other party or on its behalf and notwithstanding that the Administrative Agent, any Arranger, the Syndication Agent, the
Documentation Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any Loan Document is executed and delivered or any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit or LC Exposure is outstanding and
so long as the Commitments have not expired or terminated. Notwithstanding the foregoing or anything else to the contrary set
forth in this Agreement or any other Loan Document, in the event that, in connection with the refinancing or repayment in
full of the credit facilities provided for herein, an Issuing Bank shall have provided to the Administrative Agent a written
consent to the release of the Revolving Lenders from their obligations hereunder with respect to any Letter of Credit issued
by such Issuing Bank (whether as a result of the obligations of the Borrower (and any other account party) in respect of such
Letter of Credit having been collateralized in full by a deposit of cash with such Issuing Bank, or being supported by a
letter of credit that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after such time
such Letter of Credit shall cease to be a “Letter of Credit” outstanding hereunder for all purposes of this
Agreement and the other Loan Documents, and the Revolving Lenders shall be deemed to have no participations in such Letter of
Credit, and no obligations with respect thereto, under Section 2.05(d) or 2.05(f). The provisions of Sections 2.15,
2.16, 2.17, 2.18(e) and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the
Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.


 


SECTION 9.06. Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Agreement and the other Loan Documents 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, including the commitments of the Lenders and, if applicable, their Affiliates
under any commitment advices submitted by them (but do not supersede any provisions of the Engagement LetterLetters
or the Fee LetterLetters
(or any separate letter agreements with respect to fees payable to the Administrative Agent) that do not by the terms of such
documents terminate upon the effectiveness of this Agreement, all of which provisions shall remain in full force and effect).
Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and the Administrative Agent shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this
Agreement.


 






    142 


     


    

 


SECTION 9.07.
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.


 


SECTION 9.08.
Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender and Issuing Bank, and each Affiliate of any of the foregoing, is hereby authorized at any time and from time to time, to
the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any
time owing by such Lender or Issuing Bank, or by such an Affiliate, to or for the credit or the account of the Borrower against
any of and all the obligations then due of the Borrower now or hereafter existing under this Agreement or any other Loan Document
held by such Lender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under
this Agreement or any other Loan Document. The rights of each Lender and Issuing Bank, and each Affiliate of any of the foregoing,
under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing
Bank or Affiliate may have.     Each Lender and the Issuing Bank 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 9.09.
Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement
shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.
Each Standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”)
at the time of issuance (“UCP”) or the rules of the International Standby Practices (ICC Publication Number
590) (“ISP98”), as determined by the applicable Issuing Bank, and each trade Letter of Credit shall be subject
to UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard
to its conflict of laws principles.


 






    143 


     


    

 


(b)            THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF
THE COMMONWEALTH OF PENNSYLVANIA SITTING IN PHILADELPHIA COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT
OF PENNSYLVANIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
COMMONWEALTH OF PENNSYLVANIA COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION 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 ISSUING BANK (OR ANY AFFILIATE THEREOF) MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER
LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)            THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 9.09(b) ABOVE. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.


 


(d)            EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.01. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


SECTION 9.10.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
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
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






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


 


SECTION 9.12. Confidentiality. Each
of the Administrative Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Related Parties, including accountants, legal
counsel and other agents and advisors, 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 regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such
as the National Association of Insurance Commissioners), (c) to the extent required by applicable Law or by any subpoena
or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any
remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing
confidentiality undertakings substantially similar to those of this Section, to (i) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any
actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction relating to the Borrower or
any Subsidiary and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, any Lender, any Issuing Bank or any Affiliate of any of the foregoing on a nonconfidential basis
from a source other than the Borrower. For purposes of this Section, “Information” means all information
received from the Borrower relating to the Borrower or any Subsidiary or its or their businesses, other than any such
information that is available to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to
disclosure by the Borrower. 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.


 


SECTION 9.13. Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such
Loan under applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the
 “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding
such Loan in accordance with applicable Law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this
Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at
the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 






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SECTION 9.14.
Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically
be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral
owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this
Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary; provided that, if so required by this
Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided
otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary) of any Collateral in
a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest
created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral
created by the Security Documents shall be automatically released.


 


(b)            The
Guarantees made in the Collateral Agreement and the security interests granted in the Collateral Agreement shall terminate and
be released to the extent provided in, and subject to the terms of, Section 7.12(a) of the Collateral Agreement.


 


(c)            In
connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any
Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination
or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the
Administrative Agent.


 


SECTION 9.15.
USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not
on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act it is required
to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such
Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan
Party in accordance with such Act.


 


SECTION 9.16.
No Fiduciary Relationship. The Borrower, on behalf of itself and the Subsidiaries,
agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection herewith
or therewith, the Borrower, the Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Lenders,
the Issuing Banks and their Affiliates, on the other hand, will have a business relationship that does not create, by implication
or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders or their Affiliates, and no such duty will
be deemed to have arisen in connection with any such transactions or communications.


 


SECTION 9.17.
Acknowledgement and Consent to Bail-In of Affected Financial Institutions.


 


Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


 






    146 


     


    

 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


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


 


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


 


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


 


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


 


SECTION 9.18.
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents
provide support, through a guarantee or otherwise, for hedge or swap agreements or any other agreement or instrument that is a
QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties
acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal
Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated
to be governed by the laws of the Commonwealth of Pennsylvania and/or of the United States or any other state of the United States):


 


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


 






    147 


     


    

 


(b)            As
used in this Section 9.18, the following terms have the following meanings:


 


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


 


“Covered Entity”
means any of the following:


 


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


 


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


 


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


 


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


 


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


 


[Signature pages follow]


 






    148 


     


    

 


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.


 


	 	BENTLEY SYSTEMS, INCORPORATED,
	 	 
	 	by 
	 	 	
	 	 	Name:
	 		Title:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	individually and as Administrative Agent,
	 	 
	 	by
	 	 	 
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Amended and Restated Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO





THE AMENDED AND RESTATED CREDIT AGREEMENT


OF BENTLEY SYSTEMS, INCORPORATED


 


	 	CITIZENS BANK, N.A.
	 	 
	                      	[OTHER LENDERS]
	 	
	 	By:	                                                                                         
	 	 	Name:
	 	 	Title:
	 	 
	SIGNATURE PAGE TO
	THE AMENDED AND RESTATED CREDIT AGREEMENT
	OF BENTLEY SYSTEMS, INCORPORATED
	 	 
	 	WELLS FARGO CAPITAL FINANCE, LLC
	 	 
	 	By:	                                                                                          
	 	 	Name:
	 	 	Title:
	 	 
	SIGNATURE PAGE TO
	THE AMENDED AND RESTATED CREDIT AGREEMENT
	OF BENTLEY SYSTEMS, INCORPORATED
	 	 
	 	BANK OF AMERICA, N.A.
	 	 
	 	By:	                                                                                          
	 	 	Name:
	 	 	Title:
	 	 
	SIGNATURE PAGE TO
	THE AMENDED AND RESTATED CREDIT AGREEMENT
	OF BENTLEY SYSTEMS, INCORPORATED
	 	 
	 	TD BANK, N.A.
	 	 
	 	By:	                                                                                          
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Amended and Restated Credit Agreement]


 






     


     


    

 


	SIGNATURE PAGE TO
	THE AMENDED AND RESTATED CREDIT AGREEMENT
	OF BENTLEY SYSTEMS, INCORPORATED
	                        	 
	 	HSBC BANK USA, N.A.
	 	 
	      	By:	                                                                                          
	 	 	Name:          
	 	 	Title:
	 	 
	SIGNATURE PAGE TO
	THE AMENDED AND RESTATED CREDIT AGREEMENT
	OF BENTLEY SYSTEMS, INCORPORATED
	 	 
	 	J.P. MORGAN CHASE BANK, N.A.
	 	 
	 	By:	                                                                                          
	 	 	Name:
	 	 	Title:
	 	 
	SIGNATURE PAGE TO
	THE AMENDED AND RESTATED CREDIT AGREEMENT
	OF BENTLEY SYSTEMS, INCORPORATED
	 	 
	 	MANUFACTURERS and TRADERS TRUST COMPANY
	 	 
	 	By:	                                                                                          
	 	 	Name:
	 	 	Title:
	 	 
	SIGNATURE PAGE TO
	THE AMENDED AND RESTATED CREDIT AGREEMENT
	OF BENTLEY SYSTEMS, INCORPORATED
	 	 
	 	WILMINGTON
    SAVINGS FUND SOCIETY, FSB, a Federal savings bank
	 	 
	 	By:	                                                                                          
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Amended and Restated Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO


THE AMENDED AND RESTATED
CREDIT AGREEMENT


OF BENTLEY SYSTEMS, INCORPORATED


 


The
undersigned is executing this signature page solely as a Departing Lender in its acceptance of the termination of its commitments
and obligations under the Existing Credit Agreement as a “Lender” thereunder, and not as a Lender party hereto. The
undersigned hereby acknowledges that the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement
to which this signature page is attached and the undersigned shall not constitute a party thereto as Lender other than for
purposes of effectuating the amendment and restatement of the Existing Credit Agreement.


 


	 	SANTANDER BANK,
    N.A., as a Departing Lender
	 	 
	 	By:	                                                                                          
	 	Name:
	 	Title:




 


SIGNATURE PAGE TO


THE AMENDED AND RESTATED
CREDIT AGREEMENT


OF BENTLEY SYSTEMS, INCORPORATED


 


The
undersigned is executing this signature page solely as a Departing Lender in its acceptance of the termination of its commitments
and obligations under the Existing Credit Agreement as a “Lender” thereunder, and not as a Lender party hereto. The
undersigned hereby acknowledges that the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement
to which this signature page is attached and the undersigned shall not constitute a party thereto as Lender other than for
purposes of effectuating the amendment and restatement of the Existing Credit Agreement.


 


	 	KEYBANK NATIONAL
    ASSOCIATION, as a Departing Lender
	 	 
	 	By:	                                                                                          
	 	Name:
	 	Title:




 


[Signature
Page to Amended and Restated Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO


THE AMENDED AND RESTATED
CREDIT AGREEMENT


OF BENTLEY SYSTEMS, INCORPORATED


 


The
undersigned is executing this signature page solely as a Departing Lender in its acceptance of the termination of its commitments
and obligations under the Existing Credit Agreement as a “Lender” thereunder, and not as a Lender party hereto. The
undersigned hereby acknowledges that the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement
to which this signature page is attached and the undersigned shall not constitute a party thereto as Lender other than for
purposes of effectuating the amendment and restatement of the Existing Credit Agreement.


 


	 	BRANCH BANKING
    AND TRUST COMPANY, as a Departing Lender
	 	 
	 	By:	                                                                                          
	 	Name:
	 	Title:




 


[Signature
Page to Amended and Restated Credit Agreement]


 






     


     


    

 


Schedule 2.01


 


Commitments


 


	Lender	Revolving 

Commitment	Term 

Commitment
	PNC Bank, National Association	$1800,000,0,000,000.00	$125,-000,000-
	Citizens Bank, N.A.	$ 75,000,000	$-0-
	Wells Fargo Capital Finance, LLC	$ 75,000,000	$-0-
	Bank of America, N.A.	$ 6170,000,000.00	$-0-
	TD Bank, N.A.	$ 6170,000,000.00	$-0-
	KeyBank National Association	$75,000,000.00	$-0-
	Mizuho Bank, Ltd.	$75,000,000.00	$-0-
	HSBC Bank USA, N.A.National Association	$ 560,000,000.00	$-0-
	JPMorgan ChasePeople’s United Bank, N.A.	$ 350,000,000.00	$-0-
	Manufacturers and Traders Trust Company	$ 235,000,000.00	$-0-
	Wilmington Savings Fund Society, FSB	$ 235,000,000.00	$-0-
	Total	$8500,000,000.00	$125,-000,000- 



 






     


     


    

 


EXHIBIT B


 


Form of Compliance Certificate –
Exhibit D to the Credit Agreement


 






    


     


    

 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


[The form of this Compliance Certificate
has been prepared for convenience only, and is not to affect, or to be taken into consideration in interpreting, the terms of the
Credit Agreement referred to below. The obligations of the Borrower under the Credit Agreement are as set forth in the Credit Agreement,
and nothing in this Compliance Certificate, or the form hereof, shall modify such obligations or constitute a waiver of compliance
therewith in accordance with the terms of the Credit Agreement. In the event of any conflict between the terms of this Compliance
Certificate and the terms of the Credit Agreement, the terms of the Credit Agreement shall govern and control, and the terms of
this Compliance Certificate are to be modified accordingly.]


 


Reference is made to
the Amended and Restated Credit Agreement dated as of December 19, 2017 (as amended by a First Amendment dated as of September 2,
2020 and a Second Amendment dated as of January 25, 2021 and as may be further amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Bentley Systems, Incorporated (the “Borrower”),
the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent. Each capitalized term
used but not defined herein shall have the meaning specified in the Credit Agreement. The undersigned hereby certifies, in his
capacity as a [_________] of the Borrower and not in a personal capacity, as follows:


 


1.            I
am a Financial Officer of the Borrower.


 


2.            [Attached
as Schedule I hereto are the consolidated financial statements required by Section 5.01(a) of the Credit Agreement as
of the end of and for the fiscal year ended [___], setting forth in each case in comparative form the figures for the prior fiscal
year, together with an audit opinion thereon of [KPMG LLP] required by Section 5.01(a). Such consolidated financial statements
shall include a narrative report describing the financial position, results of operations and cash flows of the Borrower and its
consolidated Subsidiaries as required by Section 5.01(a) of the Credit Agreement.]


 


[or]


 


[Attached as Schedule
I hereto are the consolidated financial statements required by Section 5.01(b) of the Credit Agreement as of the end
of and for the fiscal quarter ended [___] and the then elapsed portion of the fiscal year, setting forth in each case in comparative
form the figures for the prior fiscal year. Such financial statements present fairly, in all material respects, the financial position,
results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year in accordance with GAAP, subject to normal year-end
audit adjustments and the absence of certain footnotes. Such consolidated financial statements shall include a narrative report
describing the financial position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as required
by Section 5.01(b) of the Credit Agreement.]


 






    


     


    

 


3.            Attached
as Schedule III hereto are (a) all Equity Interests owned by any Loan Party, (b) all Intellectual Property owned by any
Loan Party, (c) all commercial tort claims in respect of which a complaint or a counterclaim has been filed by any Loan Party
and that, in each case (i) if so owned or filed by a Loan Party as of the Restatement Effective Date would have been required
to be set forth on any applicable schedule of the Collateral Agreement pursuant to the terms of such agreement and (ii) have
not been set forth on such a schedule or on any Compliance Certificate delivered prior to this Certificate.


 


4.            Attached
as Schedule IV hereto are (a) a list of Investments made in such period in reliance on Sections 6.04(o)-(p) of the Credit
Agreement and (b) a list of the aggregate amount of all Investments made in reliance on Sections 6.04(o)-(p) of the Credit
Agreement that are outstanding on the last day of the period covered by this Certificate.


 


5.            All
notices required under Sections 5.02, 5.03 and 5.04 of the Credit Agreement have been provided.


 


6.            I
have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a review in reasonable
detail of the transactions and condition of the Borrower and the Subsidiaries during the accounting period covered by the attached
financial statements. The foregoing examination did not disclose, and I have no knowledge of, (a) the existence of any condition
or event that constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached
financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate,
specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, or (b) any
change in GAAP or in the application thereof since the date of the consolidated balance sheet most recently theretofore delivered
pursuant to Section 5.01(a) or 5.01(b) of the Credit Agreement (or prior to the first such delivery, referred to
in Section 3.04 of the Credit Agreement), except as set forth in a separate attachment, if any, to this Certificate, specifying
the effect of such change on the financial statements (including those for the prior periods) accompanying this Certificate.


 


7.            The
financial covenant analysis, including the Net Senior Secured Leverage Ratio and Interest Coverage Ratio, and other information,
including the Net Leverage Ratio for determining the Applicable Rate, set forth on Annex A hereto.


 


The foregoing certifications
are made and delivered on [___], pursuant to Section 5.01(d) of the Credit Agreement.


 


	 	BENTLEY SYSTEMS, INCORPORATED



 


	 	By:	 






	 	Name:
	 	Title:



 







    


     


    

 


ANNEX A TO


COMPLIANCE CERTIFICATE


 


[Attach detailed calculations of financial
covenants]


 






    B-1