Exhibit 10.1


 


Execution Version


 


FIRST AMENDMENT


 


FIRST AMENDMENT, dated
as of March 17, 2021 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of August 27,
2018 (the “Existing Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”),
among Regal Beloit Corporation, a Wisconsin corporation (the “Company”), the subsidiaries of the Company from
time to time party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
(in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Existing Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to
the Borrowers;


 


WHEREAS, the Company
has requested that certain amendments be made to the Existing Credit Agreement as described herein;


 


WHEREAS, pursuant to
Section 6.1.4 of the Existing Credit Agreement the Company desires to increase the Revolving Commitments and the Persons set forth
on Schedule I hereto have agreed to provide such additional Revolving Commitments (each an “Additional Revolving
Commitment Lender”);


WHEREAS, JPMorgan Chase
Bank, N.A. is acting as the sole lead arranger and JPMorgan Chase Bank, N.A., U.S. Bank National Association, Wells Fargo Securities,
LLC, BofA Securities, Inc. and PNC Capital Markets LLC  are acting as joint bookrunners in connection with the transactions
contemplated by this Amendment and the Amended Credit Agreement; and


 


WHEREAS, in furtherance
thereof, each party hereto hereby consents to the modifications to the Existing Credit Agreement as set forth in Section 2 below.


 


NOW THEREFORE, in consideration
of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:


 


SECTION 1.          Definitions.
Unless otherwise defined herein, terms defined in the Amended Credit Agreement and used herein shall have the meanings given to
them in the Amended Credit Agreement.


 


SECTION 2.         Amendments.
The Company, the Lenders party hereto and the Administrative Agent agree that the Existing Credit Agreement is, effective as of
the First Amendment Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the
same manner as the following example: stricken text) and to add the double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Amended Credit Agreement attached as Annex I hereto.


 


SECTION 3.         Increase
in Revolving Commitments. Effective as of the First Amendment Effective Date, each Additional Revolving Commitment Lender
hereto agrees to provide an increased Facility B Revolving Commitment or new Facility B Revolving Commitment, to the extent applicable,
in an amount equal to such Facility B Revolving Commitment amount set forth next to such Additional Revolving Commitment Lender’s
name on Schedule I hereto under the caption “Additional Revolving Facility B Commitments”. Each Additional
Revolving Commitment Lender that is not a Revolving Lender (each a “New Lender”) immediately prior to giving
effect to the First Amendment Effective Date (a) acknowledges that it has received a copy of the Amended Credit Agreement and
the


 






     


     


    

 


Schedules and Exhibits thereto, together
with copies of the most recent financial statements delivered by the Company pursuant to the Amended Credit Agreement, and such
other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to become
a Lender under the Amended Credit Agreement; and (b) agrees that it will, independently and without reliance upon the Administrative
Agent 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 and legal decisions in taking or not taking action under the Amended Credit Agreement. Each New Lender represents
and warrants that (a) it is duly organized and existing and it has full power and authority to take, and has taken, all action
necessary to execute and deliver this Amendment and to become a Lender under the Amended Credit Agreement; and (b) no notices
to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due
execution and delivery of this Amendment and the performance of its obligations as a Lender under the Amended Credit Agreement.
Furthermore, each New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Administrative
Agent may reasonably request in connection with the transactions contemplated by this Amendment, including that each New Lender
shall promptly execute and deliver Annex II to the Administrative Agent. Each New Lender by its signature to this Amendment acknowledges
and agrees that, on the date hereof, each such New Lender shall be bound by the terms of the Amended Credit Agreement as fully
and to the same extent as if such New Lender were an original Lender under the Amended Credit Agreement. The parties hereto agree
(a) that the increase to the Revolving Commitments shall be effective as of the First Amendment Effective Date, (b) to waive the
three Business Day period prior to effectiveness of such increase and (c) to waive the requirement that the Administrative Agent
receive and accept increase letters in the form of Annex 1 or Annex 2 to Exhibit E.


 


SECTION 4.          Conditions
to Effectiveness. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”)
on which the following conditions have been satisfied (or waived in compliance with Section 14.1 of the Existing Credit Agreement):


 


(a)    The
Administrative Agent (or its counsel) shall have received counterparts of this Amendment duly executed by each of the Company,
the Administrative Agent, the Required Lenders, each Issuing Bank, each Swing Line Lender and the Additional Revolving Commitment
Lenders.


 


(b)    The
Administrative Agent shall have received, on or before the First Amendment Effective Date, all reasonable and documented costs
and expenses required to be paid on or before the First Amendment Effective Date (including the reasonable and documented fees,
charges and disbursements of Simpson Thacher & Bartlett LLP).


 


(c)    The
Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and
dated the First Amendment Effective Date) of Sidley Austin LLP, counsel to the Loan Parties and Thomas E. Valentyn, inside counsel
to the Loan Parties, in substance reasonably satisfactory to the Administrative Agent.


 


SECTION 5.          Representations
and Warranties. The Company represents and warrants to each of the Lenders and the Administrative Agent that as of the First
Amendment Effective Date:


 


5.1.   The
execution and delivery by the Company of this Amendment and the performance by the Company of the Amended Credit Agreement are
within the organizational powers of the Company and have been duly authorized by all necessary organizational action on the part
of the Company. Each of this Amendment and the Amended Credit Agreement is the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability
of creditors’ rights generally and to general principles of equity.


 






    2


     


    

 


5.2.   The
representations and warranties of the Company set forth in the Amended Credit Agreement (excluding Section 9.5, Section
9.6 and Section 9.8) are true and correct in all material respects with the same effect as if then made (except to
the extent stated to relate to an earlier date, in which case such representations and warranties were true and correct in all
material respects as of such earlier date).


 


5.3.   No
Event of Default or Unmatured Event of Default has occurred and is continuing.


 


SECTION 6.          Effect
of Amendment.


 


6.1.   Except
as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders or the Administrative Agent under the Amended Credit Agreement or any other Loan
Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Amended Credit Agreement or any other provision of the Amended Credit Agreement or of any other Loan Document,
all of which are ratified and affirmed in all respects and shall continue in full force and effect. The Company and each other
Loan Party (i) acknowledges, renews and extends its continued liability under the Credit Agreement and any other Loan Document
and (ii) acknowledges and agrees that, after giving effect to this Amendment (including the increase in Revolving Commitments
contemplated by Section 3 of this Amendment) its guarantee continues in full force and effect, unimpaired, uninterrupted and undischarged.
Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of,
any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan
Document in similar or different circumstances and nothing in this Amendment shall be deemed to be a novation of any obligations
under the Credit Agreement or any other Loan Document.


 


6.2.   On
and after the First Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Existing
Credit Agreement in any other Loan Document shall be deemed a reference to the Amended Credit Agreement as amended hereby. This
Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.


 


SECTION 7.          General.


 


7.1.   GOVERNING
LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.


 


7.2.   Costs
and Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses incurred
in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Simpson Thacher
& Bartlett LLP, primary counsel for the Administrative Agent.


 


7.3.   Counterparts.
This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment
and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to
include


 






    3


     


    

 


Electronic Signatures (as defined below),
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may
be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated
with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
Delivery of an executed signature page of this Amendment by email or facsimile transmission (or other electronic transmission)
shall be effective as delivery of a manually executed counterpart hereof.


 


7.4.   Headings.
The headings of this Amendment are used for convenience of reference only, are not part of this Amendment and shall not affect
the construction of, or be taken into consideration in interpreting, this Amendment.


 


[remainder of page
intentionally left blank]


 






    4


     


    

 


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


 


	 	REGAL BELOIT CORPORATION, as
    the Company
	 	 
	 	 
	 	By: 	/s/ Louis V. Pinkham
	 	 	Name: Louis V. Pinkham
	 	 	Title: Chief Executive Officer






 


 


	 	 SUBSIDIARY GUARANTORS:
	 	 
	 	 
	 	REGAL BELOIT AMERICA, INC.
	 	 
	 	 
	 	By: 	/s/ Louis V. Pinkham
	 	 	Name: Louis V. Pinkham
	 	 	Title: President & Chief Executive
    Officer






 


Signature Page to First Amendment 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as
    Administrative Agent, an Issuing Bank, a Swing Line Lender and a Lender
	 	 
	 	 
	 	By:	/s/ Zachary Blaner
	 	 	Name: Zachary Blaner
	 	 	Title: Vice President






 


Signature Page to
First Amendment


 






     


     


    

 


 


	 	U.S. BANK NATIONAL ASSOCIATION,
    as an Issuing Bank, a Swing Line Lender and a Lender
	 	 
	 	 
	 	By:	/s/ Terrence Ward
	 	 	Name: Terrence Ward
	 	 	Title: Senior Vice President






 


Signature Page to
First Amendment


 






     


     


    

 


	 	WELLS FARGO BANK N.A., as an
    Issuing Bank, a Swing Line Lender and a Lender
	 	 
	 	 
	 	By:	/s/ Jason D. Lavicky
	 	 	Name: Jason D. Lavicky
	 	 	Title: Senior Vice President






 


Signature Page to
First Amendment


 






     


     


    

 



 





	 	BANK OF AMERICA, N.A., as an Issuing Bank, a Swing Line Lender and a Lender
	 	 



 


	 	By:	/s/ Steven K. Kessler
	 	 	Name: Steven K. Kessler
	 	 	Title: Senior Vice President



 


Signature Page to
First Amendment


 






    


     


    

 








	 	PNC BANK, NATIONAL ASSOCIATION, as an Issuing Bank, a Swing Line Lender
                                  and a Lender
	 	 



 


		By:	/s/ Matthew Schmaling
	 	 	Name: Matthew Schmaling
	 	 	Title: Managing Director



 


Signature Page to
First Amendment


 






    


     


    

 








	 	BARCLAYS BANK PLC, as a Lender
	 	 



 


		By:	/s/ Craig Malloy
	 	 	Name: Craig Malloy
	 	 	Title: Director
	 	 	 



 





	 	Notice Address:



 


	 	Address:	745 7th Ave., 8th Floor
	 	 	New York, NY 10019






	 	Attention:	Charlie Goetz
	 	Telephone:	(212) 526-4454






	 	E-mail:	Charlie.goetz@barclays.com



 


 


Signature Page to
First Amendment


 






    


     


    

 





	 	TRUIST BANK, as a Lender
	 	 



 


		By:	/s/ David J. Sharp
	 	 	Name: David J. Sharp
	 	 	Title: Director



 


Signature Page to
First Amendment


 






    


     


    

 








	 	BMO Harris Bank, N.A., as a Lender
	 	 



 


		By:	/s/ Nick Irving
	 	 	Name: Nick Irving
	 	 	Title: Vice President



 


Signature Page to
First Amendment


 






    


     


    

  


	 	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
	 	 
	 	 
		By:	/s/ Miriam Trautmann
	 	Name:	    Miriam Trautmann
	 	Title:	Senior Vice President
	 	 	 
	 	 	 
		By:	/s/ Cara Younger
	 	Name:	   Cara Younger
	 	Title:	Executive Director



 


Signature Page to
First Amendment


 






    


     


    

 








	 	Fifth Third Bank, National Association, as a Lender
	 	 



 


		By:	/s/ Michael Cortese
	 	 	Name: Michael Cortese
	 	 	Title: Vice President



 


Signature Page to
First Amendment


 






    


     


    

 








	 	HSBC BANK USA, National Association as a Lender
	 	 



 


		By:	/s/ Kyle R Patterson
	 	 	Name: Kyle R Patterson
	 	 	Title: Senior Vice President



 


Signature Page to
First Amendment


 






    


     


    

 








	 	Regions Bank, as a Lender
	 	 



 





	 	 	By:	   /s/ Meera Patel
	 	 	Name:    Meera Patel
	 	 	Title:  Director



 


Signature Page to
First Amendment


 






    


     


    

 








	 	MUFG Bank, Ltd., as a Lender
	 	 



 


		By:	/s/ John Margetanski
	 	 	Name: John Margetanski
	 	 	Title: Director



 


Signature Page to
First Amendment


 






    


     


    

 



 


	 	Sumitomo Mitsui Banking Corporation, as a Lender
	 	 




 


		By:	/s/ Jun Ashley
	 	 	Name: Jun Ashley
 Title: Director




 


Signature Page to
First Amendment


 






     


     


    

 


	 	Citibank, N.A., as a Lender
	 	 




 


		By:	/s/ Chris Hartzell
	 	 	Name: Chris Hartzell
 Title: Managing Director
	 	 	 




 


 


	 	Notice Address:




 


	 	Address: 388 Greenwich Street




	 	New York, New York 10013




	 	Attention: Mari Saldivar




	 	Telephone: (212) 559-1857




	 	Facsimile: (212) 631- 3115



 


Signature Page to
First Amendment


 






     


     


    

 


	 	TD Bank, N.A., as a Lender
	 	 




 


		By:	/s/ M. Bernadette Collins
	 	 	Name: M. Bernadette Collins
 Title: Senior Vice President




 


Signature Page to
First Amendment


 






     


     


    

 


	 	BANK OF THE WEST, as a Lender
	 	 




 


		By:	/s/ David Wang
	 	 	Name: David Wang
 Title: Director




 


Signature Page to
First Amendment


 






     


     


    

 


	 	Bank of China, Chicago Branch, as a Lender
	 	 




 


		By:	/s/ Kai Wu
	 	 	Name: Kai Wu
 Title: SVP & Deputy Branch Manager




 


Signature Page to
First Amendment


 






     


     


    

 


	 	First Hawaiian Bank, as a Lender
	 	 




 


		By:	/s/ Charles C. Barbata
	 	 	Name: Charles C. Barbata
 Title: Vice President




 


Signature Page to
First Amendment


 






     


     


    

 


Schedule I


Commitment Schedule


 


 


	Additional
    Revolving Commitment Lender	Additional
    Facility B Revolving  

Commitment
	JPMorgan
    Chase Bank, N.A.	$30,357,142.86
	Barclays
    Bank PLC	$54,000,000.00
	U.S.
    Bank National Association	$12,928,571.43
	Wells
    Fargo Bank N.A.	$12,928,571.43
	Bank
    of America, N.A.	$12,928,571.43
	PNC
    Bank, National Association	$12,928,571.43
	Truist
    Bank	$9,357,142.86
	BMO
    Harris Bank N.A.	$9,000,000.00
	Banco
    Bilbao Vizcaya Argentaria, S.A. New York Branch	$9,000,000.00
	Fifth
    Third Bank	$9,000,000.00
	HSBC
    Bank USA, N.A.	$9,000,000.00
	MUFG
    Bank, Ltd.	$9,000,000.00
	Regions
    Bank	$9,000,000.00
	Sumitomo
    Mitsui Banking Corporation	$9,000,000.00
	Citibank,
    N.A.	$34,000,000.00
	TD
    Bank, N.A.	$3,785,714.28
	Bank
    of the West	$1,892,857.14
	First
    Hawaiian Bank	$1,892,857.14
	Total	$250,000,000


 






     


     


    

 


Annex I


Amended Credit Agreement


 


[See attached.]


 






     


     


    

 


Annex II


New Lender Supplement


 


JPMorgan Chase Bank, N.A., as Administrative Agent


[Address]


Attn:


 


Ladies/Gentlemen:


 


The undersigned is a New Lender under the Amended and Restated
Credit Agreement, dated as of August 27, 2018 (as amended by the First Amendment, dated as of [ ], 2021 and as further amended,
restated or otherwise modified from time to time, the “Credit Agreement”).


 


The following administrative details apply to the undersigned:


 


Payment Instructions:


 


Account No.: ___________________________


At: __________________________


___________________________


___________________________


Reference: ___________________________


Attention: ___________________________


 


 


Very truly yours,


[NAME OF NEW LENDER]


 


 


 


By:_________________________


Title:______________________




 






     


     


    

 




Execution
Version 


Annex
I to the First Amendment


[Conformed
Credit Agreement Reflecting the First Amendment, dated as of March 17, 2021]


 


 


  


AMENDED
AND RESTATED CREDIT AGREEMENT


 


dated
as of August 27, 2018


 


among


 


REGAL
BELOIT CORPORATION,


 


VARIOUS
SUBSIDIARIES THEREOF,


 


THE
LENDERS NAMED HEREIN,


 


and


 


JPMORGAN
CHASE BANK, N.A.,


as
Administrative Agent


_____________________________________________


 


JPMORGAN
CHASE BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO SECURITIES, LLC, MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATEDBOFA
SECURITIES, INC. AND PNC CAPITAL MARKETS LLC,


as
Joint Lead Arrangers and Joint Bookrunners,


 


and


 


U.S.
BANK NATIONAL ASSOCIATION, WELLS FARGO BANK N.A., BANK OF AMERICA, N.A. AND PNC BANK, NATIONAL ASSOCIATION,


as
Co-Syndication Agents,


 


and


 


BMO
HARRIS BANK N.A., BBVA COMPASS, FIFTH THIRD BANK,


HSBC
BANK USA, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION AND SUNTRUST BANK


as
Co-Documentation Agents


 


and


 


BRANCH
BANKING AND TRUST COMPANY AND TD BANK, N.A.,


as
Senior Managing Agents





 






     


     


    

 


	 	TABLE
    OF CONTENTS	Page




 


	SECTION
    1.	DEFINITIONS	1




 


		1.1	Definitions	1



 


		1.2	Other
                                         Interpretive Provisions	30



 


		1.3	Limited
                                         Condition Acquisitions	31



 


	SECTION
    2.	COMMITMENTS
    OF THE BANKS; BORROWING AND CONVERSION PROCEDURES; LETTER OF CREDIT PROCEDURES; SWING LINE LOANS	32




 


		2.1	Commitments	32



 


		2.2	Loan
                                         Procedures	33



 


		2.3	Letter
                                         of Credit Procedures	36



 


		2.4	Swing
                                         Line Loans	41



 


		2.5	Commitments
                                         Several	43



 


		2.6	Certain
                                         Conditions	43



 


		2.7	Subsidiary
                                         Borrowers	43



 


		2.8	Utilization
                                         of Commitments in Offshore Currencies; Valuation	43



 


		2.9	Additional
                                         Cash Collateral	45



 


		2.10	Defaulting
                                         Lenders	45



 


	SECTION
    3.	EVIDENCE
    OF DEBT	48




 


		3.1	Lender
                                         Records	48



 


		3.2	Administrative
                                         Agent Records	48



 


	SECTION
    4.	INTEREST	48




 


		4.1	Interest
                                         Rates; Default Interest	48



 


		4.2	Interest
                                         Payment Dates	49



 


		4.3	Setting
                                         and Notice of Eurodollar Rates	49



 


		4.4	Computation
                                         of Interest	49



 


	SECTION
    5.	FEES	49




 


		5.1	Non-Use
                                         Fee	49



 


		5.2	Letter
                                         of Credit and Other Fees	49



 


	SECTION
    6.	CHANGES
    IN COMMITMENTS; PREPAYMENTS; AMORTIZATION; REPAYMENT OF LOANS	50




 


		6.1	Changes
                                         in Commitments	50



 


		6.2	Prepayments	53



 


		6.3	Amortization
                                         of Term Loans; Repayment	57



 


		6.4	Extension
                                         of Revolving Maturity Date	57



 


	SECTION
    7.	MAKING
    AND PRORATION OF PAYMENTS; SETOFF; TAXES	58




 


		7.1	Making
                                         of Payments	58



 






    i 


     


    

 





	 	TABLE
    OF CONTENTS	Page


 


		7.2	Application
                                         of Certain Payments	58



 


		7.3	Due
                                         Date Extension or Reduction	59



 


		7.4	Failure
                                         to Make Payments	59



 


		7.5	Setoff	59



 


		7.6	Proration
                                         of Payments	60



 


		7.7	Taxes	60



 


	SECTION
    8.	INCREASED
    COSTS; MARKET DISRUPTION	63




 


		8.1	Increased
                                         Costs	64



 


		8.2	Inability
                                         to Determine Rates, etc.	64



 


		8.3	Changes
                                         in Law Rendering Eurodollar Loans Unlawful	66



 


		8.4	Funding
                                         Losses	66



 


		8.5	Right
                                         of Lenders to Fund through Other Offices	66



 


		8.6	Discretion
                                         of Lenders as to Manner of Funding	66



 


		8.7	Mitigation
                                         of Circumstances; Replacement or Removal of Affected Lender	67



 


		8.8	Conclusiveness
                                         of Statements; Survival of Provisions	68



 


	SECTION
    9.	REPRESENTATIONS
    AND WARRANTIES	68




 


		9.1	Organization,
                                         etc.	68



 


		9.2	Authorization;
                                         No Conflict	68



 


		9.3	Validity
                                         and Binding Nature	69



 


		9.4	Financial
                                         Condition	69



 


		9.5	No
                                         Material Adverse Change	69



 


		9.6	Litigation	69



 


		9.7	Ownership
                                         of Properties	69



 


		9.8	Subsidiaries	69



 


		9.9	Pension
                                         Plans and Plan Assets	69



 


		9.10	Investment
                                         Company Act	70



 


		9.11	Regulation
                                         U	70



 


		9.12	Taxes	70



 


		9.13	Environmental
                                         Matters	70



 


		9.14	Information	70



 


		9.15	[Reserved]	71



 


		9.16	Subsidiary
                                         Borrower Supplements	71



 


		9.17	Anti-Corruption	71



 


		9.18	Sanctions	71



 


		9.19	USA
                                         PATRIOT Act	72



 






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	 	TABLE
    OF CONTENTS	Page


 


		9.20	EEA
                                         Financial Institution	72



 


	SECTION
    10.	COVENANTS	72




 


		10.1	Reports,
                                         Certificates and Other Information	72



 


		10.2	Books,
                                         Records and Inspections	75



 


		10.3	Insurance	75



 


		10.4	Compliance
                                         with Laws; Payment of Taxes	75



 


		10.5	Maintenance
                                         of Existence, etc.	76



 


		10.6	Financial
                                         Covenants	76



 


		10.7	Limitations
                                         on Debt	77



 


		10.8	Liens	78



 


		10.9	Mergers,
                                         Consolidations, Sales	80



 


		10.10	Use
                                         of Proceeds	81



 


		10.11	Further
                                         Assurances	81



 


		10.12	Transactions
                                         with Affiliates	82



 


		10.13	Employee
                                         Benefit Plans	82



 


		10.14	Environmental
                                         Laws	82



 


		10.15	”Know
                                         Your Customer” and Beneficial Ownership Regulation Documentation	83



 


		10.16	Non-Guarantor
                                         Domestic Subsidiaries	83



 


		10.17	Intercreditor
                                         Agreement	83



 


	SECTION
    11.	EFFECTIVENESS;
    CONDITIONS OF LENDING, ETC.	84




 


		11.1	Effectiveness	84



 


		11.2	Conditions
                                         to All Credit Extensions After the Restatement Date	85



 


		11.3	Initial
                                         Loans to a Subsidiary Borrower	86



 


	SECTION
    12.	EVENTS
    OF DEFAULT AND THEIR EFFECT	86




 


		12.1	Events
                                         of Default	86



 


		12.2	Effect
                                         of Event of Default	88



 


	SECTION
    13.	THE
    ADMINISTRATIVE AGENT	89




 


		13.1	Appointment
                                         and Authority	89



 


		13.2	Delegation
                                         of Duties	89



 


		13.3	Liability
                                         of Administrative Agent	89



 


		13.4	Reliance
                                         by Administrative Agent	90



 


		13.5	Credit
                                         Decision	91



 


		13.6	Indemnification	92



 


		13.7	Administrative
                                         Agent in Individual Capacity	92



 


		13.8	Resignation
                                         of Administrative Agent	92



 






    iii 


     


    

 





	 	TABLE
    OF CONTENTS	Page


 


		13.9	Guaranty
                                         Matters	93



 


		13.10	Administrative
                                         Agent May File Proofs of Claim	93



 


		13.11	Other
                                         Agents	94



 


		13.12	Certain
                                         ERISA Matters	94



 


	SECTION
    14.	GENERAL	96




 


		14.1	Waiver;
                                         Amendments	96



 


		14.2	Counterparts	97



 


		14.3	Notices	97



 


		14.4	Regulation
                                         U	98



 


		14.5	Costs,
                                         Expenses and Taxes	98



 


		14.6	Captions	99



 


		14.7	Successors
                                         and Assigns	99



 


		14.8	Assignments;
                                         Participations	99



 


		14.9	Payments
                                         Set Aside	102



 


		14.10	Governing
                                         Law; Severability	103



 


		14.11	Indemnification
                                         by the Company	103



 


		14.12	Forum
                                         Selection and Consent to Jurisdiction	104



 


		14.13	Waiver
                                         of Jury Trial	105



 


		14.14	Confidentiality	105



 


		14.15	USA
                                         PATRIOT Act Notice	106



 


		14.16	No
                                         Fiduciary or Implied Duties	106



 


		14.17	Judgment	106



 


		14.18	Most
                                         Favored Lender	107



 


		14.19	Acknowledgement
                                         and Consent to Bail-In of EEA Financial Institutions	107



 


		14.20	Effect
                                         of Amendment and Restatement of Existing Credit Agreement; Reallocation of Commitments
                                         and Loans	108



 


	SECTION
    15.	COMPANY
    GUARANTY	109




 


		15.1	The
                                         Guaranty	109



 


		15.2	Insolvency	110



 


		15.3	Nature
                                         of Liability	110



 


		15.4	Independent
                                         Obligation	110



 


		15.5	Authorization	110



 


		15.6	Reliance	111



 


		15.7	Subordination	111



 


		15.8	Waiver	112



 






    iv 


     


    

 





	 	TABLE
    OF CONTENTS	Page


 


		15.9	Nature
                                         of Liability	112



 



    v 


     


    







 


SCHEDULES


 


	SCHEDULE
    1.1	 	Pricing
    Schedule
	SCHEDULE 2.1	 	Commitments
	SCHEDULE 2.3.1(a)	 	Existing
    Letters of Credit
	SCHEDULE 6.2.5	 	Auction
    Procedures
	SCHEDULE 9.6	 	Litigation
	SCHEDULE 9.8	 	Subsidiaries
	SCHEDULE 9.13	 	Environmental
    Matters
	SCHEDULE 10.7	 	Existing
    Debt
	SCHEDULE 10.8	 	Existing
    Liens
	SCHEDULE 10.9	 	Existing
    Partnership and Joint Venture Investments
	SCHEDULE 14.3	 	Addresses
    for Notices




 


EXHIBITS


 


	EXHIBIT
    A	 	Form
    of Note (Section 3.1)
	EXHIBIT
    B	 	Form
    of Compliance Certificate (Section 10.1.3)
	EXHIBIT
    C	 	Form
    of Subsidiary Guaranty (Section 1)
	EXHIBIT
    D	 	Form
    of Assignment Agreement (Section 14.8)
	EXHIBIT
    E	 	Form
    of Request for Increase in Revolving Commitment (Section 6.1.4)
	EXHIBIT
    F	 	Form
    of Subsidiary Borrower Supplement (Section 2.7(a))
	EXHIBIT
    G	 	Form
    of Revolving Maturity Date Extension Request (Section 6.4)
	EXHIBIT
    H	 	Form
    of Tax Compliance Certificate (Section 7.7(e))







 






    i 


     


    

 



 


Amended
and restated CREDIT AGREEMENT


 


This
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 27, 2018 (this “Agreement”) is entered into among
REGAL BELOIT CORPORATION, a Wisconsin corporation (the “Company”), the Lenders (as defined herein) and JPMORGAN
CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent.


 


WHEREAS,
the Company is party to the Credit Agreement dated as of January 30, 2015 among the Company, various financial institutions and
JPMorgan Chase Bank, N.A., as administrative agent (as amended, restated or otherwise modified from time to time prior to the
Restatement Date, the “Existing Credit Agreement”);


 


WHEREAS,
the Company wishes to amend and restate the Existing Credit Agreement to, among other things, (a) establish Revolving Commitments
hereunder to replace the Existing Revolving Commitments in the manner set forth herein in an aggregate principal amount of $500,000,000,
(b) establish Term Loans hereunder to replace the Existing Term Loans in a manner set forth herein, such that the Lenders shall
make Term Loans in an aggregate principal amount not in excess of $900,000,000 and (c) make certain other changes as more fully
set forth herein; and


 


WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the
parties under the Existing Credit Agreement and that this Agreement amend and restate in its entirety the Existing Credit Agreement
and re-evidence the obligations and liabilities of the Loan Parties outstanding under the Existing Credit Agreement on the Restatement
Date (the “Existing Obligations”) as contemplated hereby.


 


NOW,
THEREFORE, the parties hereto agree to amend and restate the Existing Credit Agreement as of the Restatement Date, and the Existing
Credit Agreement is hereby amended and restated in its entirety as follows:


 


SECTION
1.    DEFINITIONS.


 


1.1       Definitions.
When used herein the following terms shall have the following meanings:


 


“2011
Note Purchase Agreement” means the Note Purchase Agreement dated as of July 14, 2011 among the Company and the purchasers
of notes issued pursuant thereto.


 


“Acquisition”
means any transaction or series of related transactions (excluding any transaction or series of related transactions solely among
the Company and/or one or more of its Subsidiaries) for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person,
(b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any
Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination
with another Person; provided that the Company or a Subsidiary is the surviving entity.


 


“Acquisition
Debt” means Debt incurred in connection with an Acquisition.


 


“Administrative
Agent” means JPMorgan in its capacity as administrative agent for the Lenders hereunder and any successor thereto in
such capacity.


 






     


     


    

 


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


 


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


 


“Affected
Lender” means any Lender (a) that is a Defaulting Lender (or has become subject to any case or other proceeding
in which a Bail-In Action could reasonably be expected to be asserted against such Lender), a Non-Consenting Lender or a Disqualified
Institution, (b) that has given notice to the Company of (i) any obligation by the Company to pay any amount pursuant
to Section 7.7 or 8.1 or (ii) the occurrence of any circumstances of the nature described in Section 8.2
or 8.3 or (c) that has a Participant that has given notice to the Company of any obligation by the Company
to pay any amount pursuant to Section 8.1.


 


“Affiliate”
of any Person means any other Person which, directly or indirectly, controls or is controlled by or is under common control with
such Person.


 


“Agent-Related
Persons” means the Administrative Agent and any successor administrative agent arising under Section 13.8, and
the Related Parties of the foregoing.


 


“Agreement”
- see the Preamble.


 


“Amended
and Restated Subsidiary Guaranty” – see Section 14.20.


 


“Anti-Corruption
Laws” means all laws, rules and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time
to time concerning or relating to bribery or corruption.


 


“Applicable
Currency” means, as to any particular Letter of Credit or Loan, Dollars or the Offshore Currency in which it is denominated
or payable.


 


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


 


“Asset
Sale” means the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by the Company
or any of its Subsidiaries to any person other than the Company or any of its Subsidiaries of (i) a majority of the Voting
Stock of any of the Subsidiaries, (ii) substantially all of the assets of any division or line of business of the Company
or any of its Subsidiaries or (iii) any other assets (whether tangible or intangible) of the Company or any of its Subsidiaries
(other than (a) inventory, cash and cash equivalents, and excess, damaged, obsolete or worn out assets and (b) other
assets sold in the ordinary course of business), excluding, under each of the foregoing clauses (i), (ii) and (iii), assets
and Equity Interests to the extent that the aggregate value of such assets and Equity Interests sold in any Fiscal Year is equal
to or less than the greater of (A) $50,000,000 (and
on or after the PMC Acquisition Closing Date, $150,000,000) and
(B) 2.5% of consolidated tangible assets (calculated as of the end of the most recently ended Fiscal Year).


 


“Assignee”
- see Section 14.8.1.


 


“Assignment
Agreement” - see Section 14.8.1.


 






    2


     


    

 


“Australian
Dollars” or the sign “AU$” means the lawful currency of the Commonwealth of Australia.


 


“Auction”
- see Section 6.2.5.


 


“Auction
Manager” - see Section 6.2.5.


 


“Backup
Support” means, with respect to any Letter of Credit, to Cash Collateralize such Letter of Credit or to deliver to the
Administrative Agent a letter of credit, from a financial institution and in a form satisfactory to the Administrative Agent and
each Issuing Lender of such Letter of Credit, to support the Company’s obligations with respect to such Letter of Credit.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority in respect of any liability of an EEAAffected
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 whichthat
is described in the EU Bail-In Legislation Schedule.
and
(b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other
law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms
or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


“Bank
Financial Covenants” – see Section 10.6.


 


“Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Eurodollar Rate (Reserve Adjusted) for a Eurodollar Loan denominated
in Dollars with a one month Interest Period commencing on such day (or, if such day is not a Business Day, the immediately preceding
Business Day) plus 1.00%. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Eurodollar Rate
(Reserve Adjusted) shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or
the Eurodollar Rate (Reserve Adjusted), respectively. If the Base Rate is being used as an alternate rate of interest pursuant
to Section 8.2 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without
reference to clause (c) above. For the avoidance of doubt, if the Base Rate as so determined would be less than zero, such rate
shall be deemed to be zero for purposes of this Agreement.


 


“Base
Rate Loan” means any Loan or L/C Advance which bears interest at or by reference to the Base Rate and is denominated
in Dollars.


 


“Base
Rate Margin” – see Schedule 1.1.


 


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


 


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


 


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


 






    3


     


    

 


include
(for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of
any such “employee benefit plan” or “plan”.


 


“Borrower
Materials” – see Section 10.1.


 


“Borrowers”
means the Company and the Subsidiary Borrowers, and “Borrower” means any of them.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to
be closed in New York, New York and: (i) if such day relates to a Eurodollar Loan denominated in Dollars, means any such day on
which dealings in Dollar deposits are carried on in the applicable interbank eurodollar market; (ii) if such day relates to a
Eurodollar Loan denominated in Euro, means a TARGET Day; and (iii) if such day relates to a Eurodollar Loan denominated in any
other Offshore Currency, means a day on which commercial banks are open for foreign exchange business in London, England and on
which dealings in the relevant Offshore Currency are carried on in the applicable offshore foreign exchange interbank market in
which disbursements of or payments in such Offshore Currency will be made or received hereunder.


 


“Canadian
Dollars” or the “C$” sign means the lawful currency of Canada.


 


“Capital
Lease” means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal
property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.


 


“Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative
Agent, the applicable Issuing Lender or the applicable Swing Line Lender and the other Lenders, as collateral for the applicable
obligations of the Company and its Subsidiaries hereunder, cash or deposit account balances in Dollars or, to the extent contemplated
by the definition of “Supported Letter of Credit”, the currency in which the applicable Letter of Credit is denominated,
in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable
Issuing Lender or the applicable Swing Line Lender (which documents are hereby consented to by the Lenders). Derivatives of such
term shall have corresponding meanings. Cash Collateral shall be maintained in blocked deposit accounts at the Administrative
Agent (which accounts shall be interest-bearing).


 


“Change
in Law” means the occurrence, after the date of this Agreement (or, in the case of any Person that becomes a Lender
after the date of this Agreement, after the date such Person becomes a Lender), of any of the following: (a) the adoption
or phase-in of any applicable law, rule or regulation regarding capital adequacy or liquidity, or (b) any change therein,
or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency
charged with the interpretation or administration thereof, or (c) compliance by any Lender (or any Eurodollar Office of such
Lender) or any Person controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or
not having the force of law) of any such authority, central bank or comparable agency made or issued after the date of this Agreement;
provided that notwithstanding anything herein to the contrary, except to the extent they are merely proposed and not in
effect, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith by any Governmental Authority and (ii) all requests, rules, guidelines or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be
a “Change in Law”, regardless of the date enacted, adopted or issued.


 






    4


     


    

 


“Class”
when used in reference to any Loan, refers to whether such Loan is a Term Loan (or an Incremental Term Loan) or a Revolving Loan.
When used in reference to any Commitment, “Class” refers to whether such Commitment is a Term Loan Commitment (or
Incremental Term Loan Commitment) or a Revolving Commitment.


 


“Closing
Date” means January 30, 2015.


 


“Collateral
Documents” means, collectively, all agreements, instruments and documents executed in connection with this Agreement that
are intended to create, perfect or evidence Liens to secure the Obligations, executed by the Borrower or any of its Subsidiaries
and delivered to the Administrative Agent.


 


“Combination”
- see Section 6.1.1(c).


 


“Combined
Lender” - see Section 6.1.1(c).


 


“Code”
means the Internal Revenue Code of 1986.


 


“Commitment”
means the collective reference to the Term Loan Commitments, the Incremental Term Loan Commitments (if any) and the Revolving
Commitments.


 


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


 


“Communications”
- see Section 10.1.6.


 


“Company”
- see the Preamble.


 


“Competitor”
means any competitor of the Company or any Subsidiary that is in one or more of the same or similar lines of business as the Company
or any Subsidiary designated in writing from time to time by the Company to the Administrative Agent.


 


“Computation
Date” means (a) any day on which the Revolving Commitment is reduced pursuant to Section 6.1.1; (b) with respect
to matters relating to Eurodollar Loans, each day on which a Borrower borrows, converts or continues any Eurodollar Loan and each
date on which interest on any Eurodollar Loan is payable; and (c) with respect to matters relating to any Letter of Credit, (i)
the day on which such Letter of Credit is issued, (ii) each day on which the Stated Amount of such Letter of Credit is modified
and (iii) the first Business Day of each month (it being understood in the case of this clause (iii) such computations may be
made by the Administrative Agent at approximately 9:00 a.m. (New York City time) on such date regardless of anything to the contrary
in the definition of “Dollar Equivalent”).


 


“Computation
Period” means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.


 


“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
Net Income” means, with respect to the Company and its Subsidiaries for any period, the consolidated net income (or
loss) of the Company and its Subsidiaries for such period.


 






    5


     


    

 


“Controlled
Group” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the Company, are treated as a single employer under Section
414 of the Code or Section 4001 of ERISA.


 


“Covenant
Holiday Acquisition” means an Acquisition (a) in respect of which the Company or any Subsidiary creates, assumes, incurs,
guarantees or otherwise becomes liable in respect of Acquisition Debt of $75,000,000 or more and (b) for which the Company provides
written notice to the Administrative Agent that such Acquisition is designated as a “Covenant Holiday Acquisition”.


 


“Covered
Entity” means any of the following:


 


		(i)	a
                                         “covered entity” as that term is defined in, and interpreted in accordance
                                         with, 12 C.F.R. § 252.82(b);



 


		(ii)	a
                                         “covered bank” as that term is defined in, and interpreted in accordance
                                         with, 12 C.F.R. § 47.3(b); or



 


		(iii)	a
                                         “covered FSI” as that term is defined in, and interpreted in accordance with,
                                         12 C.F.R. § 382.2(b).



 


“Covered
Party” – see Section 14.18. 


 


“Credit
Extension” means the making of any Loan or the issuance, or increase in the Stated Amount, of any Letter of Credit.


 


“Debt”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, whether or not evidenced by
bonds, debentures, notes or similar instruments, (b) all obligations of such Person as lessee under Capital Leases which have
been or should be recorded as liabilities on a balance sheet of such Person, (c) all obligations of such Person to pay the deferred
purchase price of property or services (excluding (i) trade and similar accounts payable and accrued expenses in the ordinary
course of business and (ii) accrued pension costs and other employee benefit and compensation obligations arising in the ordinary
course of business), (d) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall
have been assumed by such Person (it being understood that if such Person has not assumed or otherwise become personally liable
for any such indebtedness, the amount of the Debt of such Person in connection therewith shall be limited to the lesser of the
face amount of such indebtedness and the fair market value of all property of such Person securing such indebtedness), (e) all
obligations, contingent or otherwise, under letters of credit (whether or not drawn), including the Letters of Credit, but otherwise
excluding trade letters of credit, and banker’s acceptances issued for the account of such Person, (f) all Securitization
Obligations of such Person, to the extent such obligations would be required to be included on the consolidated balance sheet
of the Company in accordance with GAAP, (g) the net obligations of such Person under Hedging Agreements, (h) all Suretyship Liabilities
of such Person with respect to obligations of the type described in any of the foregoing clauses (a) through (g)
and (i) all Debt of any partnership in which such Person is a general partner. The amount of any net obligation under any
Hedging Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date. If any of the foregoing
Debt is limited to recourse against a particular asset or assets of such Person, the amount of the corresponding Debt shall be
equal to the lesser of the amount of such Debt and the fair market value of such asset or assets at the date for determination
of the amount of such Debt. The amount of Debt of the Company and its Subsidiaries hereunder shall be calculated without duplication
of Suretyship Liabilities of the Company or any Subsidiary in respect thereof. “Debt” shall not include (1)
indebtedness owing to the Company by any Subsidiary or indebtedness owing to any Subsidiary by the Company or another Subsidiary,
(2) any customary earnout or holdback in connection with Acquisitions permitted


 






    6


     


    

 


hereunder,
(3) any obligations of the Company or its Subsidiaries in respect of customer advances received and held in the ordinary course
of business, (4) performance bonds or performance guaranties (or bank guaranties or letters of credit in lieu thereof) entered
into in the ordinary course of business, (5) indebtedness that has been defeased and/or discharged in accordance with its terms
by the deposit of cash, cash equivalents and/or securities or (6) interest, fees, premium or expenses, if any, relating to the
principal amount of Debt.


 


“Declined
Proceeds” - see Section 6.2.4.


 


“Declining
Proceeds Lender” - see Section 6.2.4.


 


“Default
Rate” – see Section 4.1.1.


 


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


 


“Defaulting
Lender” means, subject to Section 2.10, any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Company in writing that such failure is the result of such Lender’s good faith determination that one or more
conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Lender, any Swing Line
Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in
Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified any Borrower, the Administrative
Agent, any Issuing Lender or any Swing Line Lender in writing that it does not intend or expect to comply with all or any portion
of its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public
statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder
and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which
condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement)
cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company,
to confirm in writing in a manner satisfactory to the Administrative Agent and the Company that it will comply (and is financially
able to comply) with its prospective funding obligations hereunder; provided that any Lender that has failed to give such
timely confirmation shall cease to be a Defaulting Lender under this clause (c) upon the delivery of such confirmation, (d) has,
or has a direct or indirect parent company that has, become the subject of a Bail-In Action, or (e) has, or has a direct or indirect
parent company that has, (i) become the subject of a bankruptcy, insolvency or similar proceeding, or (ii) had appointed for it
a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state
or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely
by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof
by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit
such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with
such Lender. Any determination made in good faith by the Administrative Agent that a Lender is a Defaulting Lender under any one
or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed
to be a Defaulting Lender (subject to Section 2.10) upon delivery of written notice of such determination to the Company,
each Issuing Lender, each Swing Line Lender and each Lender.


 






    7


     


    

 


“Designated
Debt” means “Debt” as defined in the Note Purchase Agreements.


 


“Disqualified
Institutions” means (a) Competitors and Affiliates of such Competitors, in each case identified by legal name in
writing by the Company to the Administrative Agent at any time prior to July 31, 2018, (b) Competitors and Affiliates
of such Competitors, in each case identified by legal name in writing by the Company to the Administrative Agent from time to
time after the Restatement Date and (c) any Person that (i) is clearly identifiable as an Affiliate of a Competitor
solely by similarity of such Affiliate’s name and (ii) is not a bona fide debt investment fund that is an Affiliate
of such Competitor; provided that no addition to the list of Competitors or Disqualified Institutions shall become effective
until the third Business Day after delivery thereof to the Administrative Agent at JPMDQ_Contact@jpmorgan.com and the posting
of such addition to the Lenders and any such addition shall not apply retroactively to disqualify any Persons that have previously
acquired an assignment or participation interest in the Loans (but solely with respect to such assignments and participation interests).
It is understood and agreed that (i) the Administrative Agent shall have no responsibility or liability to determine or monitor
whether any Lender or potential Lender is a Disqualified Institution, (ii) the Company’s failure to deliver such list
(or supplement thereto) to JPMDQ_Contact@jpmorgan.com shall render such list (or supplement) not received and not effective and
(iii) “Disqualified Institution” shall exclude any Person that the Company has designated as no longer being
a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time at JPMDQ_Contact@jpmorgan.com.


 


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


 


“Dollar
Equivalent” of any amount means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such
amount, (b) if such amount is expressed in an Offshore Currency, the equivalent of such amount in Dollars determined by using
the rate of exchange for the purchase of the Dollars with the Offshore Currency in the London foreign exchange market at or about
11:00 a.m. (London time or, if applicable, New York City time) on the date of such determination as displayed by ICE Data Services
as the “ask price”, or as displayed on such other information service which publishes that rate of exchange from time
to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in Dollars as
determined by the Administrative Agent using any reasonable method of determination it deems appropriate in its reasonable discretion)
and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative
Agent using any reasonable method of determination it deems appropriate in its reasonable discretion.


 


“Domestic
Subsidiary” means a Subsidiary organized under the laws of (a) the United States or any political subdivision thereof,
or any agency, department or instrumentality thereof, or (b) any state of the United States.


 


“EBITDA”
means, for any period, Consolidated Net Income for such period plus, in each case (other than with respect to clause (h)
below) to the extent deducted in determining such Consolidated Net Income but without duplication:


 


		(a)	Interest
                                         Expense, amortization or write-off of debt discount and debt issuance costs and commissions,
                                         discounts and other fees and charges associated with Debt (including the Loans), and
                                         commissions, discounts and other fees and charges with respect to letters of credit,
                                         bankers’ acceptance financing and Permitted Securitizations,



 


		(b)	taxes
                                         on or measured by income,



 


		(c)	depreciation
                                         and amortization expense,



 






    8


     


    

 


		(d)	charges,
                                         expenses, losses and other deductions that, in each case, are non-cash,



 


		(e)	fees,
                                         costs, expenses, make-whole or penalty payments and other similar items arising out of
                                         (i) Permitted Acquisitions, (ii) investments and dispositions permitted by this Agreement,
                                         (iii) any incurrence, issuance, repayment or refinancing of Debt permitted by this Agreement
                                         and (iv) any issuance of Equity Interests not prohibited by this Agreement,



 


		(f)	the
                                         amount of “net income attributable to noncontrolling interests, net of tax”
                                         (as such term is used in the Company’s financial statements referred to in Section
                                         9.4),



 


		(g)	unusual
                                         or non-recurring charges, expenses, losses or other deductions (including, whether or
                                         not otherwise includable as a separate item in the statement of such Consolidated Net
                                         Income for such period, losses on sales of assets outside of the ordinary course of business);
                                         provided that the aggregate amount of all unusual or non-recurring charges, expenses,
                                         losses or other deductions added back in reliance on this clause (g) in any four-Fiscal
                                         Quarter period, when aggregated with all amounts added back in reliance on clauses
                                         (h), (i) and (j)(x) below for such four-Fiscal Quarter period, shall
                                         not exceed 15% of EBITDA for such four-Fiscal Quarter period (calculated before giving
                                         effect to any such addbacks and adjustments),



 


		(h)	synergies
                                         and cost-savings of the Company and its Subsidiaries related to operational changes,
                                         restructuring, reorganizations, operating expense reductions, operating improvements
                                         and similar restructuring initiatives relating to an Acquisition (it being understood
                                         any such increases pursuant to this clause (h) shall only be available subject to the
                                         consummation of such Acquisition and not in contemplation thereof), in each case, that
                                         are set forth in a certificate of an Executive Officer of the Company and are factually
                                         supportable (in the good faith determination of the Company, as certified in the applicable
                                         certificate) and are reasonably anticipated by the Company in good faith to be realized
                                         within 1824
                                         months following
                                         the completion of such Acquisition (in each case calculated for the applicable period
                                         on a pro forma basis as if the synergies and cost-savings with respect to such period
                                         had been realized on the first day of such period, and net of the amount of actual benefits
                                         realized during such period from such actions to the extent already included in Consolidated
                                         Net Income for such period); provided that the aggregate amount of all synergies
                                         and cost savings added back in reliance on this clause (h) in any four-Fiscal
                                         Quarter period, when aggregated with all amounts added back in reliance on clauses
                                         (g) above, (i) and (j)(x) below for such four-Fiscal Quarter period,
                                         shall not exceed 15% of EBITDA for such four-Fiscal Quarter period (calculated before
                                         giving effect to any such addbacks and adjustments),



 


		(i)	costs,
                                         charges, accruals, reserves or expenses attributable to the undertaking and/or implementation
                                         of cost savings, operating expense reductions, synergies, integration, reconstruction,
                                         decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses,
                                         facilities opening and pre-opening, business optimization and restructuring costs, charges,
                                         accruals, reserves and expenses (including inventory optimization programs, software
                                         development costs, costs related to the closure or consolidation of facilities, curtailments,
                                         consulting fees, signing costs, retention or completion bonuses, expansion and relocation
                                         expenses, severance payments, modifications to pension and post-retirement employee benefit
                                         plans, new systems design and implementation costs and project startup costs); provided
                                         that (x) such costs, charges, accruals, reserves or expenses are set forth in a certificate
                                         of an Executive Officer of the Company and are factually supportable (in the good faith
                                         determination of the Company as certified in the applicable certificate) and (y) the
                                         aggregate amount of all costs, charges, accruals, reserves or expenses added back in
                                         reliance on this clause (i) in any four-Fiscal Quarter period, when aggregated
                                         with all amounts added back in reliance on clauses (g) and (h) above and
                                         (j)(x) below for such four-Fiscal 



 






    9


     


    

 


	 	 	Quarter
                                         period, shall not exceed 15% of EBITDA for such four-Fiscal Quarter period (calculated
                                         before giving effect to any such addbacks and adjustments), and



 


		(j)	fees,
                                         costs, expenses and losses from (x) restructurings, (y) casualty and condemnation events
                                         to the extent covered by insurance and expected to result in insurance proceeds of at
                                         least the amount added back and (z) discontinued operations; provided that the
                                         aggregate amount of all fees, costs, expenses and losses added back in reliance on clause
                                         (j)(x) in any four-Fiscal Quarter period, when aggregated with all amounts added
                                         back in reliance on clauses (g), (h) and (i) above for such four-Fiscal
                                         Quarter period, shall not exceed 15% of EBITDA for such four-Fiscal Quarter period (calculated
                                         before giving effect to any such addbacks and adjustments)



 


minus,
in each case to the extent included in determining such Consolidated Net Income, but without duplication:


 


(x)
non-cash income for such period (excluding the accrual of revenue in accordance with GAAP),


 


(y)
unusual or non-recurring income or gains for such period (including, whether or not otherwise includable as a separate item in
the statement of such Consolidated Net Income for such period, income or gains on sales of assets outside of the ordinary course
of business), and


 


(z)
income and gains for such period relating to discontinued operations (but if such earnings are classified as discontinued due
to the fact that they are subject to an agreement to dispose of such operations, such earnings shall be excluded in the calculation
of EBITDA only when and to the extent such operations are actually disposed of).


 


“EEA
Financial Institution” means (a) any institution 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 institution established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


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


 


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


 


“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.


 


“Environmental
Claims” means all claims, litigation, proceedings, government investigations, however asserted, by any Governmental
Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release
of Hazardous Substances or injury to the environment.


 


“Environmental
Laws” means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, directed and enforceable duties, licenses, authorizations and permits of, and agreements
with, any Governmental Authority, in each case relating to environmental matters.


 






    10


     


    

 


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


 


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


 


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


 


“Eurocurrency
Reserve Percentage” means, for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum
rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal
and emergency reserves) under any regulations of the FRB or other Governmental Authority having jurisdiction with respect thereto
dealing with reserve requirements prescribed for eurocurrency funding (including those referred to as “Eurocurrency Liabilities”
in Regulation D of the FRB) by member bank subject to the rules and regulations of the Federal Reserve System or such other Governmental
Authority.


 


“Eurodollar
Loan” means any Loan which bears interest at a rate determined by reference to the Eurodollar Rate (Reserve Adjusted),
which may be denominated in Dollars or in an Offshore Currency.


 


“Eurodollar
Margin” - see Schedule 1.1.


 


“Eurodollar
Office” means with respect to any Lender the office or offices of such Lender which shall be making or maintaining the
Eurodollar Loans of such Lender hereunder or, if applicable, such other office or offices through which such Lender determines
the Eurodollar Rate. A Eurodollar Office of any Lender may be, at the option of such Lender, either a domestic or foreign office.


 


“Eurodollar
Rate” means, with respect to any Eurodollar Loan for any Interest Period, (i) to the extent denominated in Dollars,
Swiss Francs, Pounds Sterling or Japanese Yen, the London interbank offered rate as administered by the ICE Benchmark Administration
(or any other Person that takes over the administration of such rate) for such currency for a period equal in length to such Interest
Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen, (ii) to the extent denominated in Euro, the euro interbank
offered rate administered by the Banking Federation of the European Union (or any other person which takes over the administration
of that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen, (iii) to the extent denominated in Australian
Dollars, the average bid reference rate administered by the Australian Financial Markets Association (or any other Person that
takes over the administration of such rate) for Australian Dollars bills of exchange with a tenor equal in length to such Interest
Period as displayed on page BBSY of the Reuters screen, (iv) to the extent denominated in Mexican Pesos, the rate per annum equal
to the Equilibrium Interbank Interest Rate for a twenty-eight (28) day period (Tasa de Interes Interbancaria de Equilibrio a plazo
de 28 dias, or the “TIIE Rate”), as published by Banco de México in the Official Daily of the Federation (Diario
Oficial de la Federacion) of Mexico and (v) to the extent denominated in Canadian Dollars, the annual rate of interest determined
with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant
Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “CDOR
Page” of the Reuters screen (or, in each case, in the event such rate does not appear on any of such applicable Reuters
pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information
service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each
case, the “Screen Rate”) as of the Specified Time on the Quotation Day for such Interest Period; provided
that if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement;
provided, further, that,


 






    11


     


    

 


if
the Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”)
with respect to the applicable currency, then the Eurodollar Rate shall be the Interpolated Rate at such time; provided,
further, that if the Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of
this Agreement; provided further that all of the foregoing shall be subject to Section 8.2(a).


 


“Eurodollar
Rate (Reserve Adjusted)” means, with respect to any Eurodollar Loan for any Interest Period, a rate per annum determined
pursuant to the following formula:


 


	 	Eurodollar Rate (Reserve Adjusted)	=	Eurodollar	Rate
	 	 	 	1-
    Eurocurrency Reserve Percentage




 


;
provided that that if the Eurodollar Rate (Reserve Adjusted) would otherwise be less than zero, such rate shall be deemed
to be zero for the purposes of this Agreement.


 


“Event
of Default” means any of the events described in Section 12.1.


 


“Excluded
Subsidiary” means (a) each Securitization Subsidiary, (b) each Subsidiary having assets with a value of less than $10,000,000,
(c) any Subsidiary that is prohibited by applicable law or contract existing on the Restatement Date (or, in the case of any newly
formed or acquired Subsidiary, in existence at the time of formation or acquisition thereof but not entered into in contemplation
hereof) from guaranteeing the obligations hereunder or if guaranteeing the obligations hereunder would require governmental (including
regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained
or, if reasonably requested by the Administrative Agent, is obtained after commercially reasonable efforts to obtain the same),
(d) any other Subsidiary with respect to which, in the reasonable judgment of the Company in consultation with the Administrative
Agent, guaranteeing the obligations hereunder would result in material adverse tax consequences, (e) any other Subsidiary with
respect to which the Administrative Agent and the Company reasonably agree that the burden or cost or other consequences of providing
a guarantee of the obligations hereunder shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (f)
any Domestic Subsidiary substantially all of the assets of which consist of the Equity Interests of one or more Foreign Subsidiaries
that are “controlled foreign corporations” within the meaning of Section 957 of the Code, (g) any Domestic Subsidiary
that is a direct or indirect Subsidiary of a Foreign Subsidiary, (h) any captive insurance subsidiaries, (i) any registered not-for-profit
Subsidiary, and (j) any joint ventures if guaranteeing the obligations hereunder would require third party (other than the Company
and its Subsidiaries) consent, approval, license or authorization, unless such consent, approval, license or authorization has
been obtained or, if reasonably requested by the Administrative Agent, is obtained after commercially reasonable efforts to obtain
the same.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a
portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable,
such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue
of such Guarantor’s failure for any reason to constitute an “eligible contract participant,” as defined in the
Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest by, as
applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation
designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan
Parties and counterparty applicable to such Swap Obligations, and agreed by the Administrative Agent. If a Swap Obligation arises
under a master


 






    12


     


    

 


agreement
governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps
for which such guarantee or security interest is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof)
or (ii) that are Other Connection Taxes, (b) Taxes attributable to such Lender’s failure to comply with Section 7.7(e)
and (c) any withholding Taxes imposed pursuant to or in connection with FATCA.


 


“Executive
Officer” means the chief financial officer, the chief executive officer, the president or any vice president of the
Company.


 


“Exemption
Representation” – see Section 7.7.


 


“Existing
Credit Agreement” – see the Preamble.


 


“Existing
Lender” means each Lender under the Existing Credit Agreement immediately prior to this Agreement becoming effective
on the Restatement Date.


 


“Existing
Letter of Credit” means each Letter of Credit issued under the Existing Credit Agreement and listed on Schedule 2.3.1(a).


 


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


 


“Existing
Obligations” – see the Preamble.


 


“Existing
Required Lenders” means the “Required Lenders” under, and as defined in, the Existing Credit Agreement.


 


“Existing
Revolving Commitments” means the “Revolving Commitments” outstanding under the Existing Credit Agreement
immediately prior to this Agreement becoming effective on the Restatement Date.


 


“Existing
Revolving Loans” means the “Revolving Loans” outstanding under the Existing Credit Agreement immediately
prior to this Agreement becoming effective on the Restatement Date.


 


“Existing
Subsidiary Guaranty” – see Section 14.20.


 


“Existing
Term Loans” means the “Term Loans” outstanding under the Existing Credit Agreement immediately prior to
this Agreement becoming effective on the Restatement Date.


 


“Exiting
Lender” see Section 14.20.


 


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


 






    13


     


    

 






 


official
administrative guidance entered into in connection with the implementation of such sections of the Code.


 


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


 


“First
Amendment Effective Date” means March 17, 2021.


 


“Fiscal
Quarter” means a fiscal quarter of a Fiscal Year.


 


“Fiscal
Year” means the fiscal year of the Company and its Subsidiaries, which period shall be the 52- or 53-week fiscal year
ending on the Saturday closest to December 31 of each year or, at the Company’s election, the calendar year (so long as
such election is consistent with the Company’s filings with the SEC).


 


“Foreign
Lender” means a Lender that is not a U.S. Person.


 


“Foreign
Subsidiary” means each Subsidiary of the Company other than any Domestic Subsidiary.


 


“FRB”
means the Board of Governors of the Federal Reserve System or any successor thereto.


 


“Facility
A Currency” means Australian Dollars, Canadian Dollars, Swiss Francs, Japanese Yen, Euro, Pounds Sterling, Mexican Pesos
and, after the approval thereof, any other currency requested by the Company and approved by each Facility A Revolving Lender
in accordance with Section 2.8(d).


 


“Facility
A Percentage” means, as to any Lender, the percentage that (a) the Facility A Revolving Commitment of such Lender (or,
after termination of the Facility A Revolving Commitments, the Dollar Equivalent of the principal amount of such Lender’s
Facility A Revolving Loans plus the participation interest of such Lender in the outstanding Swing Line Loans and in the Stated
Amount of all Letters of Credit) is of (b) the aggregate amount of the Facility A Revolving Commitments (or after termination
of the Facility A Revolving Commitments, the Dollar Equivalent of the aggregate principal amount of all Facility A Revolving Loans
and Swing Line Loans and the Stated Amount of all Letters of Credit); provided that, if and so long as any Lender is a
Defaulting Lender, then such Defaulting Lender’s Facility A Revolving Commitment, Facility A Revolving Loans and
participation interest in the outstanding Swing Line Loans and in the Stated Amount of all Letters of Credit, as the case may
be, shall be disregarded in the foregoing calculation.


 


“Facility
A Revolving Commitments” means, as to any Revolving Lender at any time, its obligation to make Facility A Revolving
Loans to, and/or participate in Swing Line Loans made to and Letters of Credit issued for the account of, the Company and/or any
Subsidiary in an aggregate amount not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s
name in Part B of Schedule 2.1 under the heading “Facility A Revolving Commitment”, as such amount may be
changed from time to time pursuant to Section 6 or 12. The initial aggregate amount of the Facility A Revolving
Commitments is $225,000,000.


 


“Facility
A Revolving Credit Exposure” means, as at any date of determination with respect to any Revolving Lender, an amount
in Dollars equal to the sum of (a) the Dollar Equivalent of the aggregate unpaid principal amount of such Revolving Lender’s
Facility A Revolving Loans on such date, (b) such


 






    14 


     


    

 


Revolving
Lender’s Swing Line Exposure and (c) the Dollar Equivalent of such Revolving Lender’s L/C Exposure.


 


“Facility
A Revolving Lender” means a Lender with a Facility A Revolving Commitment or outstanding Facility A Revolving Credit
Exposure.


 


“Facility
A Revolving Loan” means a loan made by a Revolving Lender pursuant to its Facility A Revolving Commitment.


 


“Facility
B Currency” means Australian Dollars, Canadian Dollars, Swiss Francs, Japanese Yen, Euro and Pounds Sterling and, after
the approval thereof, any other currency requested by the Company and approved by each Facility B Revolving Lender in accordance
with Section 2.8(d).


 


“Facility
B Percentage” means, as to any Lender, the percentage that (a) the Facility B Revolving Commitment of such Lender (or,
after termination of the Facility B Revolving Commitments, the Dollar Equivalent of the principal amount of such Lender’s
Facility B Revolving Loans) is of (b) the aggregate amount of the Facility B Revolving Commitments (or after termination of the
Facility B Revolving Commitments, the Dollar Equivalent of the aggregate principal amount of all Facility B Revolving Loans);
provided that, if and so long as any Lender is a Defaulting Lender, then such Defaulting Lender’s Facility B
Revolving Commitment and Facility B Revolving Loans, as the case may be, shall be disregarded in the foregoing calculation.


 


“Facility
B Revolving Credit Exposure” means, as at any date of determination with respect to any Revolving Lender, an amount
in Dollars equal to the Dollar Equivalent of the aggregate unpaid principal amount of such Revolving Lender’s Facility B
Revolving Loans on such date.


 


“Facility
B Revolving Commitments” means, as to any Revolving Lender at any time, its obligation to make Facility B Revolving
Loans to any Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s
name in Part C of Schedule 2.1 under the heading “Facility B Revolving Commitment”, as such amount may be changed
from time to time pursuant to Section 6 or 12. The initial aggregate amount of the Facility B Revolving Commitments
is $275,000,000,
which amount is increased to $525,000,000 as of March 17, 2021.


 


“Facility
B Revolving Lender” means a Lender with a Facility B Revolving Commitment or outstanding Facility B Revolving Credit
Exposure.


 


“Facility
B Revolving Loan” means a loan made by a Revolving Lender pursuant to its Facility B Commitment.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to each Issuing Lender, such Defaulting
Lender’s pro rata share (based on the Facility A Revolving Commitments) of the outstanding obligations with respect to Letters
of Credit issued by such Issuing Lender other than (i) any such obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (ii) without
duplication, any such obligations with respect to Supported Letters of Credit, and (b) with respect to each Swing Line Lender,
such Defaulting Lender’s pro rata share (based on the Facility A Revolving Commitments) of outstanding Swing Line Loans
made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation
has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.


 






    15 


     


    

 


“Funded
Debt” means all Debt of the Company and its Subsidiaries, excluding (i) contingent obligations in respect of undrawn
letters of credit, bank guarantees and banker’s acceptances and Suretyship Liabilities in respect of obligations not constituting
Debt, (ii) Hedging Obligations, (iii) Securitization Obligations to the extent such obligations would not be required to
be included on the consolidated balance sheet of the Company in accordance with GAAP and (iv) obligations to pay the deferred
purchase price of services.


 


“Funded
Debt to EBITDA Ratio” means, for any Computation Period, the ratio of (i) Funded Debt as of the last day of such Computation
Period net of the lesser of (x) unrestricted cash and cash equivalents on hand of the Company and its Subsidiaries in excess of
$50,000,000 and (y) $200,000,000300,000,000
to (ii) EBITDA for such Computation Period.


 


“GAAP”
means generally accepted accounting principles in the United States of America, which are applicable to the circumstances as of
the date of determination; provided that, with respect to the financial statements of Foreign Subsidiaries (except to the
extent included in the consolidated financial statements of the Company), “GAAP” shall mean the generally accepted
accounting principles in the relevant foreign jurisdiction which are set forth from time to time in the opinions and pronouncements
of the applicable accounting standards board (or similar agency) of such foreign jurisdiction which are applicable to the circumstances
as of the date of determination.


 


“Governmental
Authority” means (a) any nation or government, any state or other political subdivision thereof, any central bank (or
similar monetary or regulatory authority) thereof and any entity exercising executive, legislative, judicial, regulatory or administrative
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 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) and (b) the National Association of Insurance Commissioners.


 


“Group”
- see Section 2.2.1.


 


“Guaranteed
Creditors” means and includes the Administrative Agent, the Lenders, each Issuing Lender, each Swing Line Lender and
each Person (other than the Company or any of its Subsidiaries) which is a party to a Hedging Agreement with any Subsidiary Borrower
if such Person is, or at the time of entry into such Hedging Agreement was, a Lender or an Affiliate of a Lender.


 


“Guaranteed
Obligations” means (a) the full and prompt payment when due (whether at the stated maturity, by acceleration or
otherwise) of the principal and interest (whether such interest is allowed as a claim in a bankruptcy proceeding with respect
to any Subsidiary Borrower or otherwise) of each Loan made under this Agreement to any Subsidiary Borrower, together with all
other obligations (including obligations which, but for the automatic stay under Section 362(a) of the United States Bankruptcy
Code, would become due) and liabilities (including indemnities, fees and interest thereon) of any Subsidiary Borrower to the Administrative
Agent or any Lender now existing or hereafter incurred under, arising out of or in connection with this Agreement or any other
Loan Documents and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents
by any Subsidiary Borrower and (b) the full and prompt payment when due (whether by acceleration or otherwise) of all obligations
(including obligations which, but for the automatic stay under Section 362(a) of the United States Bankruptcy Code or similar
proceeding under applicable law, would become due) of any Borrower or any Subsidiary owing under any Hedging Agreement between
such Borrower or Subsidiary and any Guaranteed Creditor so long as such Guaranteed Creditor participates in such Hedging Agreement
and its subsequent assigns, if any, whether now in existence or hereafter arising, and the due performance and compliance with


 






    16 


     


    

 


all
terms, conditions and agreements contained therein. Notwithstanding anything in this definition, “Guaranteed Obligations”
shall not include any Excluded Swap Obligations.


 


“Guarantor”
means each of the Subsidiary Guarantors and the Company, in its capacity as guarantor under Section 15.


 


“Hazardous
Substances” means any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substance as defined by
42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) or any toxic substance, oil or hazardous
material or other chemical or substance regulated by any Environmental Law.


 


“Hedging
Agreement” means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any
other agreement or arrangement designed to protect against fluctuations in interest rates, currency exchange rates or commodity
prices.


 


“Hedging
Obligations” means, with respect to any Person, all liabilities of such Person under Hedging Agreements.


 


“Honor
Date” - see Section 2.3.3.


 


“Impacted
Interest Period” – see “Eurodollar Rate”.


 


“Incremental
Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the
Administrative Agent and the Company, among the Company, the other applicable Borrowers (if any), the Administrative Agent and
each Incremental Term Lender and/or existing or additional Revolving Lender party thereto.


 


“Incremental
Facility Amount” means, at any time, the excess, if any, of (a) the greatersum
of (i) the
greater of $500,000,000 and 100% of EBITDA for the most
recently ended Computation Period over (b)
the aggregate Incremental Term Loan Commitments established prior to such time pursuant to Section
6.1.3 plus the aggregate increases in the Revolving Commitment pursuant to Section 6.1.4
prior to such time minusand
(ii) the amount of optional prepayments of Incremental
Term Loans and optional prepayments of Revolving Loans (to the extent accompanied by a permanent commitment reduction in the Revolving
Commitment) to the extent not financed with the proceeds of long term Debt (other than revolving Debt).
minus
(b) the
aggregate Incremental Term Loan Commitments established prior to such time pursuant to Section 6.1.3 plus the aggregate increases
in the Revolving Commitment pursuant to Section 6.1.4 (including
the aggregate increases in the Revolving Commitment effected on the First Amendment Effective Date) prior to such time.


 


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


 


“Incremental
Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 6.1.3, to make Incremental
Term Loans to the Company.


 


“Incremental
Term Loan Maturity Date” means the final maturity date of any Incremental Term Loan, as set forth in the applicable
Incremental Assumption Agreement.


 


“Incremental
Term Loans” means term loans made by one or more Lenders to the Company pursuant to an Incremental Assumption Agreement.
Incremental Term Loans may be made in the form of


 






    17 


     


    

 


additional
Term Loans or, to the extent permitted by Section 6.1.3 and provided for in the relevant Incremental Assumption Agreement,
Other Term Loans.


 


“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 the Company under any Loan Document and (b) to the extent not otherwise described in clause (a)
above, Other Taxes, other than Excluded Taxes.


 


“Intercreditor
Agreement” means the Intercreditor Agreement dated as of August 23, 2007 among various creditors of the Company and
its Subsidiaries and Bank of America, N.A., as Designated Agent.


 


“Interest
Coverage Ratio” means, for any Computation Period, the ratio of (a) EBITDA for such Computation Period to (b) Interest
Expense for such Computation Period.


 


“Interest
Expense” means, for any Computation Period, the consolidated interest expense of the Company and its Subsidiaries for
such Computation Period to the extent paid or payable in cash (net of cash payments received in respect of interest rate hedging
transactions under Hedging Agreements).


 


“Interest
Period” means, for any Eurodollar Loan, the period commencing on the date such Loan is borrowed or continued as, or
converted into, a Eurodollar Loan and ending on the date one week or one, two (other
than Loans denominated in Dollars, Swiss Francs, Pounds Sterling or Japanese Yen),
three, six (other
than Loans denominated in Canadian Dollars) or twelve
(other
than Loans denominated in Canadian Dollars) months thereafter
(or such other period as the applicable Borrower may request and all Lenders may agree) as selected by the applicable Borrower
pursuant to Section 2.2.2 or 2.2.3; provided that:


 


(i)       if
any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following
Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which
event such Interest Period shall end on the preceding Business Day;


 


(ii)       any
Interest Period (other than an Interest Period of one week) that begins on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end
of such Interest Period; and


 


(iii)       no
Borrower may select any Interest Period which would extend beyond the applicable Maturity Date.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places
as the Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate (for the longest
period for which that Screen Rate is available in the applicable currency) that is shorter than the Impacted Interest Period and
(b) the Screen Rate (for the shortest period for which that Screen Rate is available for the applicable currency) that exceeds
the Impacted Interest Period, in each case, as of the Specified Time on the Quotation Day for such Interest Period. When determining
the rate for a period which is less than the shortest period for which the Screen Rate is available, the Screen Rate for purposes
of clause (a) above shall be deemed to be the overnight rate for the applicable currency determined by the Administrative Agent
from such service as the Administrative Agent may select.


 


“IRS”
means the Internal Revenue Service, and any Governmental Authority succeeding to any of its principal functions under the Code.


 






    18 


     


    

 


“ISP98”
- see Section 2.3.10.


 


“Issuing
Lender” means each of JPMorgan, U.S. Bank National Association, Wells Fargo Bank N.A., Bank of America, N.A. and PNC
Bank, National Association, each in its capacity as an issuer of Letters of Credit hereunder, together with any replacement issuing
bank arising under Section 13.8.


 


“Japanese
Yen” or the “¥” sign means the lawful currency of Japan.


 


“JPMorgan”
- see the Preamble.


 


“L/C
Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in
accordance with its Facility A Percentage.


 


“L/C
Application” means, with respect to any request for the issuance of a Letter of Credit, a letter of credit application
in the form being used by the applicable Issuing Lender at the time of such request for the type of letter of credit requested,
with such modifications as the Company and such Issuing Lender may reasonably approve; provided that to the extent any
such letter of credit application is inconsistent with any provision of this Agreement, the applicable provision of this Agreement
shall control.


 


“L/C
Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed
in accordance with Section 2.3.3 or refinanced as a borrowing of Facility A Revolving Loans in accordance with Section 2.3.5.


 


“L/C
Commitment” means, with respect to an Issuing Lender, the Dollar amount set forth opposite such Issuing Lender’s
name in Part B of Schedule 2.1 under the heading “L/C Commitment”.


 


“L/C
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such
time plus (b) the aggregate amount of all payments made by Issuing Lenders pursuant to any Letters of Credit that have not been
reimbursed by the Borrowers at such time.  The L/C Exposure of any Revolving Lender at any time shall be its Facility A Percentage
of the total L/C Exposure at such time.


 


“L/C
Fee Rate” - see Schedule 1.1.


 


“L/C
Sublimit” – see Section 2.1.2.


 


“Latest
Maturity Date” means the latest of the Term Loan Maturity Date, the Revolving Maturity Date and the Incremental Term
Loan Maturity Date (if any).


 


“Lead
Arrangers” means JPMorgan, U.S. Bank National Association, Wells Fargo Securities, LLC, Merrill
Lynch, Pierce, Fenner & Smith IncorporatedBofA
Securities, Inc. and PNC Capital Markets LLC in their
capacities as the joint arrangers of, and joint bookrunners for, the facilities hereunder.


 


“Lender”
means, collectively, each bank, financial institution and other lender party hereto that the holds a Commitment, Loan or any Revolving
Credit Exposure, including each assignee that shall become a party hereto pursuant to Section 14.8. References to the “Lenders”
shall include, to the extent appropriate, each Issuing Lender and each Swing Line Lender.


 


“Lender
Related Parties” means, with respect to any Lender, (a) any controlling Person or controlled Affiliate of such Lender,
(b) the respective directors, officers or employees of such Lender or any of its controlling Persons or controlled Affiliates
and (c) the respective agents of such Lender or any of


 






    19 


     


    

 


its
controlling Persons or controlled Affiliates, in the case of this clause (c), acting on behalf of, or at the express instructions
of, such Lender, controlling Person or controlled Affiliate.


 


“Letter
of Credit” means any Existing Letter of Credit and any trade or standby letter of credit issued by an Issuing Lender
pursuant to Section 2.1.2 and 2.3.


 


“Lien”
means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right
owned or being purchased or acquired by such Person which secures payment or performance of any obligation and shall include any
mortgage, lien, encumbrance, charge or other security interest of any kind, whether arising by contract, as a matter of law, by
judicial process or otherwise, excluding the interest of a lessor under an operating lease.


 


“Limited
Condition Acquisition” means any Permitted Acquisition or other similar investment by the Company and/or one or more
of its Subsidiaries permitted by this Agreement whose consummation is not conditioned on the availability of, or on obtaining,
third party financing and which is designated as a Limited Condition Acquisition to the Administrative Agent by the prior written
election of the Company.


 


“Loan”
means a Term Loan, an Incremental Term Loan, a Revolving Loan, a Swing Line Loan or an L/C Advance, as the context requires.


 


“Loan
Document” means this Agreement, the Notes, the Subsidiary Guaranty, each Subsidiary Borrower Supplement, each Incremental
Assumption Agreement and,
the L/C Applications,
(if applicable) the Pari Passu Intercreditor Agreement and (if applicable) the Collateral Documents.


 


“Loan
Parties” means the Company, the Subsidiary Borrowers and the Subsidiary Guarantors, and “Loan Party”
means any of them.


 


“Local
Time” means, (a) with respect to any extensions of credit hereunder denominated in Dollars, New York City time, and
(b) with respect to any extensions of credit hereunder denominated in Offshore Currencies, London time (or any such other customary
local time with respect to such Offshore Currency as the Administrative Agent shall have notified the Company and the Lenders).


 


“Margin
Stock” means any “margin stock” as defined in Regulation U of the FRB.


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, assets, liabilities
(actual or contingent), operations or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole
or (b) a material adverse effect upon the legality, validity, binding effect or enforceability against the Company or any other
Loan Party of any Loan Document.


 


“Maturity
Date” means the Term Loan Maturity Date, the Revolving Maturity Date or the Incremental Term Loan Maturity Date, as
applicable.


 


“Mexican
Pesos” or the “Mex$” sign means the lawful currency of Mexico.


 


“MNPI”
means material non-public information with respect to the Company or any of its Subsidiaries, or the respective securities of
any of the foregoing, as determined by the Company in its sole discretion.


 


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


 






    20 


     


    

 


“Multiemployer
Pension Plan” means a multiemployer plan, as such term is defined in Section 4001(a)(3) of ERISA, and to which the Company
or any member of the Controlled Group may have any liability.


 


“Net
Cash Proceeds” means, (x) with respect to any Asset Sale, the aggregate cash proceeds (including cash proceeds received
by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received)
received by the Company or any Subsidiary pursuant to such sale, net of (a) the direct costs relating to such sale (including
sales commissions and legal, accounting and investment banking fees), (b) taxes paid or reasonably estimated by the Company to
be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements),
(c) the amount of any reserve established in accordance with GAAP in respect of (i) the sale price of the asset subject to such
sale or (ii) liabilities associated with such asset that are retained by the Company or such other Loan Party and (d) amounts
required to be applied to the repayment of any Debt secured by a Lien on the asset subject to such sale; and (y) with respect
to any issuance or incurrence of Debt by the Company or any Domestic Subsidiary (other than Debt not prohibited by Section
10.7 hereof), the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred
in connection therewith.


 


“New
Lender” see Section 14.20.


 


“Non-Consenting
Lender” - see Section 14.1.


 


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


 


“Non-Use
Fee Rate” - see Schedule 1.1.


 


“Note”
- see Section 3.1.


 


“Note
Purchase Agreements” means (a) the 2011 Note Purchase Agreement and (b) any other Note Purchase Agreement (as defined
in the Intercreditor Agreement) entered into after the Closing Date.


 


“Note
Subsidiary Guarantor” – see Section 10.17.


 


“Noteholders”
means any institutional investor that purchases one or more Senior Notes issued by the Company pursuant to any Note Purchase Agreement.


 


“Notes
Financial Covenants” – see Section 10.6.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB
Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight
Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day);
provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate”
means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal
funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so
determined shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Obligations”
means (a) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the principal
and interest (whether such interest is allowed as a claim in a


 






    21 


     


    

 


bankruptcy
proceeding with respect to the Company or otherwise) of each Loan made under this Agreement to the Company, together with all
other obligations (including obligations which, but for the automatic stay under Section 362(a) of the United States Bankruptcy
Code, would become due) and liabilities (including indemnities, fees and interest thereon) of the Company to the Administrative
Agent or any Lender now existing or hereafter incurred under, arising out of or in connection with this Agreement or any other
Loan Documents and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents
by the Company and (b) the Guaranteed Obligations. 


 


“Offshore
Currency” means any Facility A Currency or Facility B Currency.


 


“Offshore
Currency Loan” means any Eurodollar Loan denominated in an Offshore Currency.


 


“Offshore
Currency Sublimit” means an amount equal to the lesser of (a) $250,000,000 and (b) the Revolving Commitment.


 


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


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 8.7.


 


“Other
Term Loans” – see Section 6.1.3(a).


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar Loans
by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth
on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding
rate.


 


“Pari
Passu Intercreditor Agreement” means an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative
Agent, among the Administrative Agent, the Loan Parties and each collateral agent or trustee for the holders of any secured Debt
incurred pursuant to Section 10.7(p).


 


“Participant”
- see Section 14.8.2.


 


“Participant
Register” – see Section 14.8.2.


 


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


 


“Payment”
– see Section 13.5.


 


“Payment
Notice” – See Section 13.5.


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.


 






    22 


     


    

 


“Pension
Plan” means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title
IV of ERISA (other than a Multiemployer Pension Plan), and to which the Company or any member of the Controlled Group may have
any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA
at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.


 


“Percentage”
means, as to any Lender, the percentage that (a) the Revolving Commitment of such Lender (or, after termination of the Revolving
Commitments, the Dollar Equivalent of the principal amount of such Lender’s Revolving Loans plus the participation interest
of such Lender in the outstanding Swing Line Loans and in the Stated Amount of all Letters of Credit) is of (b) the aggregate
amount of the Revolving Commitments (or after termination of the Revolving Commitments, the Dollar Equivalent of the aggregate
principal amount of all Revolving Loans and Swing Line Loans and the Stated Amount of all Letters of Credit); provided
that, if and so long as any Lender is a Defaulting Lender, then such percentage shall mean the percentage of the total Revolving
Commitments (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment.


 


“Permitted
Acquisition” means any Acquisition by the Company or a Subsidiary which satisfies each of the following requirements:
(a) subject to the Limited Condition Acquisition provisions in Section 1.3, no Event of Default or Unmatured Event of Default
has occurred and is continuing at the time of, or immediately after giving effect to, such Acquisition; (b) the Person to be acquired
is in, or the assets to be acquired are for use in, the same or a similar line of business as the Company and its Subsidiaries
or a reasonable extension thereof; (c) if the aggregate consideration to be paid by the Company and its Subsidiaries in connection
with such Acquisition (including Debt assumed, but excluding capital stock of the Company or any Subsidiary) exceeds $250,000,000
(and
on or after the PMC Acquisition Closing Date, $400,000,000),
the Company shall have delivered to the Administrative Agent a certificate demonstrating that, after giving effect to such Acquisition,
the Company will be in pro forma compliance with the covenants in Section 10.6; and (d) in the case of the Acquisition
of a Person, the Board of Directors (or equivalent governing body) of the Person being acquired shall have approved such Acquisition.


 


“Permitted
Increase Period” – see Section 10.6.1.


 


“Permitted
Securitization” means any program providing for (a) the direct or indirect sale, contribution and/or transfer to a Securitization
Subsidiary, in one or more related and substantially concurrent transactions, of accounts receivable, general intangibles, chattel
paper or other financial assets (including rights in respect of capitalized leases) and related rights of the Company or any Subsidiary
in transactions intended to constitute (and opined by nationally-recognized outside legal counsel in connection therewith to constitute)
true sales or true contributions to such Securitization Subsidiary and (b) the provision of financing secured by the assets so
sold, contributed and/or transferred, whether in the form of secured loans or the acquisition of undivided interests in such assets.


 


“Person”
means any natural person, corporation, partnership, trust, limited liability company, association, Governmental Authority or unit,
or other entity, whether acting in an individual, fiduciary or other capacity.


 


“Plan
Asset Regulation” means the U.S. Department of Labor regulation located at 29 C.F.R. Section 2510.3-101, or any successor
regulation thereto, as in effect at the time of reference, as modified by Section 3(42) of ERISA.


 


“Plan
Assets” means “plan assets” as defined in the Plan Asset Regulation.


 






    23 


     


    

 


“PMC
Acquisition” means the acquisition of Rexnord Corporation’s Process & Motion Control segment pursuant to the PMC
Merger Agreement.


 


“PMC
Acquisition Closing Date” means the date of consummation of the PMC Acquisition.


 


“PMC
Acquisition Debt” means Debt of the Borrower in an aggregate amount not to exceed $2,126,000,000 incurred to finance the
PMC Borrower Dividend.


 


“PMC
Borrower Dividend” means the payment of cash dividends to stockholders of the Borrower in accordance with the PMC Merger
Agreement within 10 Business Days following the PMC Acquisition Closing Date.


 


“PMC
Debt” means (a) the PMC Acquisition Debt and (b) the PMC Spinco Debt.


 


“PMC
Merger Agreement” means that certain Agreement and Plan of Merger, dated as of February 15, 2021, among Rexnord Corporation,
the Borrower, PMC Spinco and Phoenix 2021, Inc.


 


“PMC
Spinco” means Land Newco, Inc., a Delaware corporation.


 


“PMC
Spinco Debt” means Debt of PMC Spinco in an aggregate amount not to exceed $486,827,669 incurred to finance the PMC Spinco
Dividend.


 


“PMC
Spinco Dividend” means the payment by PMC Spinco of a special cash dividend to Rexnord Corporation or a subsidiary thereof
prior to or substantially simultaneously with the spin-off of PMC Spinco from Rexnord Corporation.


 


“PMC
Transactions” means (a) the consummation of the PMC Acquisition, (b) the PMC Borrower Dividend and (c) the PMC Spinco Dividend.



 


“Pounds
Sterling” or the “£” sign means the lawful currency of the United Kingdom.


 


“Prepayment
Event” means (i) any Asset Sale and (ii) any issuance or incurrence of Debt by the Company or any of its Domestic Subsidiaries
that is not permitted hereunder.


 


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


 


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


 


“Public
Lender” - see Section 10.1.


 


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


 


“QFC
Credit Support” – see Section 14.18.


 






    24 


     


    

 


“Quotation
Day” means with respect to any Eurodollar Loan for any Interest Period, two Business Days prior to the commencement
of such Interest Period (or, in the case of Eurodollar Loans denominated in Pounds Sterling, on the date such Interest Period
commences).


 


“Recipient”
means (a) the Administrative Agent and (b) any Lender.


 


“Register”
– see Section 14.8.1.


 


“Rejection
Notice” - see Section 6.2.4.


 


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


 


“Replacement
Lender” - see Section 6.1.1(c).


 


“Required
Lenders” means, at any time, Lenders having Revolving Credit Exposures, outstanding Term Loans and unused Commitments
representing a majority of the sum of the Revolving Credit Exposures, outstanding Term Loans and unused Commitments at such time.


 


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


 


“Restatement
Date” means the date on which the conditions set forth in Section 11.1 are satisfied (or waived in accordance
herewith).


 


“Retired
Commitments” - see Section 6.1.1(c).


 


“Revolving
Commitments” means the collective reference to the Facility A Revolving Commitments and the Facility B Revolving Commitments.


 


“Revolving
Credit Exposure” means, as at any date of determination with respect to any Revolving Lender, an amount in Dollars equal
to the sum of (a) the Dollar Equivalent of the aggregate unpaid principal amount of such Revolving Lender’s Revolving
Loans on such date, (b)  such Revolving Lender’s Swing Line Exposure and (c) the Dollar Equivalent of such Revolving
Lender’s L/C Exposure.


 


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


 


“Revolving
Loans” means a Facility A Revolving Loan and a Facility B Revolving Loan.


 


“Revolving
Maturity Date” means August 25, 2023.


 


“Revolving
Maturity Date Extension Request” means a request by the Company, substantially in the form of Exhibit G or such other
form as shall be approved by the Administrative Agent, for the extension of the Revolving Maturity Date pursuant to Section
6.4.


 


“S&P”
means Standard & Poor’s Ratings Services and any successor thereto.


 


“Same
Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with
respect to disbursements and payments in an Offshore Currency, same day or


 






    25 


     


    

 


other
funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement
of international banking transactions in the relevant Offshore Currency.


 


“Sanctions”
– see Section 9.18.


 


“Screen
Rate” – see the definition of “Eurodollar Rate”.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securitization
Obligations” means the aggregate investment or claim (as opposed to the value of the underlying assets subject to the
applicable Permitted Securitization) held at any time by all purchasers, assignees or transferees of (or of interests in), or
holders of obligations that are supported or secured by, accounts receivable, general intangibles, chattel paper or other financial
assets (including rights in respect of capitalized leases) and related rights of the Company or any Subsidiary in connection with
Permitted Securitizations.


 


“Securitization
Subsidiary” means a special purpose, bankruptcy remote, directly or indirectly wholly-owned Subsidiary of the Company
that is formed for the sole and exclusive purpose of engaging in activities in connection with the purchase, contribution, transfer,
sale and financing of assets and related rights in connection with and pursuant to one or more Permitted Securitizations.


 


“Senior
Notes” means any note issued pursuant to a Note Purchase Agreement.


 


“Significant
Subsidiary” means, at any time, any Subsidiary having (a) assets (after intercompany eliminations) with a value not
less than 10% of the total value of the consolidated assets of the Company and its Subsidiaries, taken as a whole, or (b) revenues
(after elimination of intercompany revenues) not less than 10% of the consolidated revenues of the Company and its Subsidiaries,
taken as a whole, in each case for, or as of the end of, the most recently ended Computation Period, as the case may be.


 


“Specified
Time” means 11:00 a.m. (London time) (or, in the case of extensions of credit denominated in (a) Canadian Dollars, 11:00
a.m. (Toronto, Ontario time) or (b) Mexican Pesos, 2:00 p.m. (Mexico City time)).


 


“Stated
Amount” means, with respect to any Letter of Credit at any date of determination, the maximum aggregate Dollar Equivalent
amount available for drawing thereunder at such time, plus the aggregate Dollar Equivalent amount of all unreimbursed payments
and disbursements under such Letter of Credit, including outstanding L/C Borrowings. For all purposes of this Agreement, if on
any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of
the operation of Rule 3.14 of ISP98, the Dollar Equivalent amount so remaining available for drawing shall be included in the
Stated Amount.


 


“Subordinated
Debt” means any Debt of the Company or any Subsidiary that (a) is subordinated to the obligations of the Company and
its Subsidiaries under the Loan Documents in a manner approved in writing by the Required Lenders and (b) has (i) no amortization
prior to the date that is at least 91 days after the Latest Maturity Date, (ii) financial covenants and events of default (and
related definitions) that are acceptable to the Required Lenders and (iii) no limitation on senior Debt (or any guaranty thereof)
that is unacceptable to the Required Lenders.


 


“Subsidiary”
means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person
and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares or other ownership interests as have
more than 50% of the ordinary voting


 






    26 


     


    

 


power
for the election of directors or other managers of such entity. Unless the context otherwise requires, each reference to Subsidiaries
herein shall be a reference to Subsidiaries of the Company.


 


“Subsidiary
Borrower” means any Subsidiary that is designated as a Subsidiary Borrower by the Company pursuant to Section 2.7,
which Subsidiary shall have delivered a Subsidiary Borrower Supplement in accordance with Section 2.7(a).


 


“Subsidiary
Borrower Supplement” means a Subsidiary Borrower Supplement substantially in the form of Exhibit F.


 


“Subsidiary
Guarantor” means, at any time, each Subsidiary that has executed a counterpart of the Subsidiary Guaranty at or prior
to such time (or is required to execute a counterpart of the Subsidiary Guaranty at such time), excluding any such Person which
has been released from its obligations under the Subsidiary Guaranty in accordance with the terms hereof.


 


“Subsidiary
Guaranty” means, collectively, the Amended and Restated Subsidiary Guaranty and each guaranty executed by any other
Subsidiary with respect to the obligations of any Borrower under the Loan Documents substantially in the form of Exhibit C.


 


“Supported
Letter of Credit” means a Letter of Credit for which the Company has provided Backup Support in an amount equal to the
sum of (a) the Stated Amount of such Letter of Credit, (b) any automatic increases to the amount available for drawing under such
Letter of Credit to occur during the term of such Letter of Credit and (c) all fees that will be payable with respect to such
Letter of Credit assuming such Letter of Credit is drawn in full on the scheduled expiration date thereof. If a Letter of Credit
is denominated in a currency other than Dollars, then the amount specified in clauses (a) and (b) shall be in the
currency in which such Letter of Credit is denominated or other arrangements shall be made so that the Administrative Agent and
the applicable Issuing Lender are satisfied, in their sole discretion, that the amount of Backup Support for such Letter of Credit
is sufficient to account for currency fluctuations during the remaining term of such Letter of Credit.


 


“Supported
QFC” – see Section 14.18.


 


“Suretyship
Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes
or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply
funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other
liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment
of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation in respect
of any Suretyship Liability shall (subject to any limitation set forth therein) be deemed to be equal to the lesser of (i) the
stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Suretyship Liability
is incurred or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, and (ii) the stated
amount of such Suretyship Liability.


 


“Surviving
Commitment” - see Section 6.1.1(c).


 


“Surviving
Lender” - see Section 6.1.1(c).


 


“Swap”
means any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the
Commodity Exchange Act.


 






    27 


     


    

 


“Swap
Obligation” means, with respect to any person, any obligation to pay or perform under any Swap.


 


“Swap
Termination Value” means, in respect of any one or more Hedging Agreements, after taking into account the effect of
any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging
Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such
Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized
dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).


 


“Swing
Line Exposure” means, at any time, the sum of the aggregate principal amount of all Swing Line Loans outstanding at
such time. The Swing Line Exposure of any Facility A Revolving Lender at any time shall be the sum of (a) its Facility A Percentage
of the total Swing Line Exposure at such time related to Swing Line Loans other than any Swing Line Loans made by such Lender
in its capacity as a Swing Line Lender and (b) if such Lender shall be a Swing Line Lender, the principal amount of all Swing
Line Loans made by such Lender outstanding at such time (to the extent that the other Facility A Revolving Lenders shall not have
funded their participations in such Swing Line Loans).


 


“Swing
Line Lender” means each of JPMorgan, U.S. Bank National Association, Wells Fargo Bank N.A., Bank of America, N.A., PNC
Bank, National Association and each other Lender that agrees to be a Swing Line Lender, together with any replacement swing line
lender arising under Section 13.8.


 


“Swing
Line Sublimit” - see Section 2.4.1.


 


“Swing
Line Loan” - see Section 2.4.1.


 


“Swiss
Francs” or the “SF” sign means the lawful currency of Switzerland.


 


“TARGET
Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment
system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative
Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


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


 


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


 


“Term
Loan Commitment” means, as to any Lender, its obligation to make a Term Loan to the Company on the Restatement Date,
expressed as an amount representing the maximum principal amount of the Term Loans to be made by such Lender hereunder, as such
Commitment may be changed from time to time pursuant to Section 6. The initial amount of such Lender’s Term
Loan Commitment is set forth opposite such Lender’s name in Part A of Schedule 2.1 under the heading “Term
Loan Commitment”. The initial aggregate amount of the Term Loan Commitments is $900,000,000.


 


“Term
Loan Maturity Date” means August 25, 2023.


 


“Term
Loan Repayment Date” – see Section 6.3.1.





 



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“Term
Loans” has the meaning assigned to such term in Section 2.1.1(a). Unless the context shall otherwise require,
the term “Term Loans” shall include any Incremental Term Loans.


 


“Trade
Date” – see Section 14.8.3.


 


“Transactions”
means the execution and delivery by the Loan Parties of this Agreement, the performance by the Loan Parties of their obligations
hereunder and thereunder, the borrowings made or to be made hereunder and the use of the proceeds thereof.


 


“Transition
Period” means the period commencing on (and including) the first day of the Fiscal Quarter during which the the Company
or any Subsidiary consummated the acquisition of any person or line of business and ending on (and including) the last day of
the fourth Fiscal Quarter following such date of consummation.


 


“Type
of Loan or Borrowing” - see Section 2.2.1. The types of Loans or borrowings under this Agreement are as
follows: Base Rate Loans or borrowings and Eurodollar Loans or borrowings.


 


“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. 


 


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


 


“Unmatured
Event of Default” means any event that, if it continues uncured, will, with lapse of time or notice or both, constitute
an Event of Default.


 


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


 


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


 


“U.S.
Special Resolution Regimes” – see Section 14.18. 


 


“U.S.
Tax Compliance Certificate” - see Section 7.7(e)(ii)(B)(3).


 


“Voting
Stock” means, as applied to the stock of any corporation, stock of any class or classes (however designated) having
by the terms thereof ordinary voting power to elect a majority of the members of the board of directors (or other governing body)
of such corporation other than stock having such power only by reason of the happening of a contingency.


 


“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


 






    29


     


    

 


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.


 


1.2       Other
Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the
defined terms.


 


(b)      Section,
Schedule and Exhibit references are to this Agreement unless otherwise specified.


 


(c)      (i)The
term “including” is not limiting and means “including without limitation”.


 


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


 


(d)      Unless
otherwise specified, any reference to a Subsidiary being “wholly-owned” means that such Subsidiary is directly or
indirectly wholly-owned by the Company.


 


(e)      Unless
otherwise expressly provided herein, (i) references in any Loan Document to agreements (including this Agreement) and other
contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the
extent such amendments and other modifications are not prohibited by the terms of any Loan Document, (ii) references in any
Loan Document to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such statute or regulation and (iii) references in any Loan Document to
any Person shall be construed to include such Person’s successors and assigns, subject to any restriction upon assignment
contained in any Loan Document.


 


(f)       This
Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are independent and each shall be performed in accordance with its terms.


 


(g)      This
Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Administrative
Agent, the Company, the Lenders and the other parties hereto and thereto and are the products of all parties. Accordingly, they
shall not be construed against the Administrative Agent or the Lenders merely because of the Administrative Agent’s or the
Lenders’ involvement in their preparation.


 


(h)      Unless
otherwise expressly provided herein, any reference to a particular time means such time in New York, New York.


 


(i)       For
all purposes of this Agreement (but not for purposes of the preparation of any financial statements, any schedule pertaining to
Foreign Subsidiaries or any compliance certificate delivered pursuant hereto), the equivalent in any Offshore Currency or other
currency of an amount in Dollars, and the equivalent in Dollars of an amount in any Offshore Currency or other currency, shall
be based on the Dollar Equivalent.


 


(j)       No
Event of Default or Unmatured Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in
Section 9 or Section 10 under this Agreement being exceeded solely as a result of changes in currency exchange rates
from those rates applicable on the last day of the


 






    30


     


    

 


Fiscal
Quarter of the Company immediately preceding the Fiscal Quarter of the Company in which such transaction requiring a determination
occurs.


 


(k)      Where
the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation
or other accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall,
to the extent applicable and except as otherwise specified in this Agreement, be made in accordance with GAAP, consistently applied
(it being agreed that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts
and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting Standards Codification
825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or
any Subsidiary at “fair value,” as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments
under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard
having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt
shall at all times be valued at the full stated principal amount thereof); provided that (i) notwithstanding any provision
of any Loan Document to the contrary, for purposes of this Agreement and each other Loan Document (other than covenants to deliver
financial statements), the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations
arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest
expense in the lessee’s financial statements shall be determined under generally accepted accounting principles in the United
States as of the date of this Agreement (excluding, for the avoidance of doubt, the future phase-in of any amendments to GAAP
that have been adopted as of the Restatement Date), notwithstanding any modifications or interpretive changes thereto that may
occur thereafter and (ii) if the Company notifies the Administrative Agent that the Company wishes to amend any covenant in Section
10 to eliminate the effect of any change in GAAP or in the application thereof on the operation of such covenant (or if the
Administrative Agent notifies the Company that the Required Lenders wish to amend Section 10 for such purpose), then the
Company’s compliance with such covenant shall be determined without giving effect to such change or the application thereof
until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders.
For purposes of calculating the Funded Debt to EBITDA Ratio (and any component definitions thereof), the Interest Coverage Ratio
(and any component definitions thereof), consolidated assets (including total or tangible assets) and revenues, any Acquisition,
any sale or other disposition outside the ordinary course of business by the Company or any of the Subsidiaries of any asset or
group of related assets in one or a series of related transactions, any incurrence or repayment of any Debt, and any related financing
or other transactions in connection with any of the foregoing, occurring during the period for which such ratios are calculated
shall be deemed to have occurred on the first day of the relevant period for which such ratios were calculated on a pro forma
basis reasonably acceptable to the Administrative Agent.


 


(l)       For
purposes of calculating on a pro forma basis the Interest Coverage Ratio with respect to any Debt that bears a floating rate of
interest, the interest on such Debt shall be calculated as if the rate in effect on the date of the event for which the calculation
of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Hedging Agreement
applicable to such Debt if such Hedging Agreement has a remaining term in excess of 12 months).


 


1.3       Limited
Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, in connection with any action being taken
with a Limited Condition Acquisition for purposes of determining:


 


(a)    whether
any Debt that is being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in compliance
with Section 6.1.3, Section 6.1.4 or Section 10.7;


 






    31


     


    

 


(b)    whether
any Lien being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in compliance with Section
6.1.3, Section 6.1.4 or Section 10.8;


 


(c)    whether
any other transaction to be undertaken in connection with such Limited Condition Acquisition complies with the covenants or agreements
contained in this Agreement; and


 


(d)    any
calculation of the ratios or baskets, including EBITDA, Funded Debt to EBITDA Ratio, Interest Coverage Ratio, Consolidated Net
Income, and baskets determined by reference to EBITDA and whether an Event of Default or Unmatured Event of Default exists in
connection with the foregoing (other than for purposes of determining whether any Event of Default or Unmatured Event of Default
exists in connection with any extension of credit under the Revolving Commitments),


 


at
the prior written election of the Company to the Administrative Agent (the Company’s election to exercise such option in
connection with any Limited Condition Acquisition, an “LCA Election”), the date that the letter of intent or
definitive agreement for such Limited Condition Acquisition is entered into (the “LCA Test Date”) may be used
as the applicable date of determination, as the case may be, with pro forma adjustments and based on the most recently ended Computation
Period for which financial statements are internally available at the time of determination. In addition, notwithstanding any
provision of this Agreement to the contrary, except in connection with any extension of credit under the Revolving Commitments,
any condition to any Limited Condition Acquisition with respect to which the Company makes an LCA Election (and any related Debt)
that requires that no Unmatured Event of Default or Event of Default shall have occurred and be continuing prior to, at the time
of or after giving effect to such Limited Condition Acquisition (or the incurrence of such Debt) shall be deemed satisfied if
(i) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the LCA Test Date, and (ii) no
Event of Default under Section 12.1.1 or Section 12.1.3 shall have occurred and be continuing both immediately
before and immediately after giving effect to such Limited Condition Acquisition and any Debt incurred in connection therewith.


 


For
the avoidance of doubt, if the Company makes an LCA Election (a) any fluctuation or change in the EBITDA, Funded Debt to EBITDA
Ratio, Interest Coverage Ratio, Consolidated Net Income, consolidated assets or consolidated tangible assets of the Company from
the LCA Test Date to the date of consummation of such Limited Condition Acquisition will not be taken into account for purposes
of determining whether any Debt or Lien that is being incurred in connection with such Limited Condition Acquisition is permitted
to be incurred, or whether any other transaction undertaken in connection with such Limited Condition Acquisition by the Company
or any Subsidiary complies with the Loan Documents and (b) in connection with any subsequent calculation of any incurrence ratio
or basket that was determined as of the LCA Test Date as a result of such LCA Election in order to determine compliance following
the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated
or (ii) the date that the applicable agreement in respect of the Limited Condition Acquisition is terminated or expires without
consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming
such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use
of proceeds thereof) have been consummated.


 


SECTION
2.COMMITMENTS OF THE BANKS; BORROWING AND
CONVERSION PROCEDURES; LETTER OF CREDIT PROCEDURES; SWING LINE LOANS.


 


2.1       Commitments.
On and subject to the terms and conditions of this Agreement, each of the Lenders, severally and for itself alone and not jointly,
agrees to make loans to, and to issue or participate in the issuance of letters of credit for the account of, the Company and/or,
as applicable, one or more Subsidiaries as follows:


 






    32


     


    

 


2.1.1       Term
Loans and Revolving Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make a term loan
(each, a “Term Loan”) to the Company on the Restatement Date in a principal amount in Dollars not exceeding
its Term Loan Commitment. The Company may make only one borrowing under the Term Loan Commitments. Amounts borrowed under this
Section 2.1.1(a) and subsequently repaid or prepaid may not be reborrowed. Notwithstanding the foregoing or anything else
to the contrary contained in this Agreement, any Lender may (i) exchange, continue or rollover all or a portion of its “Term
Loans” under and as defined in the Existing Credit Agreement in connection with this Agreement becoming effective pursuant
to a cashless settlement mechanism approved by the Company, the Administrative Agent and such Lender or (ii) make all or a portion
of its Term Loans pursuant to the reallocation mechanism set forth in Section 14.20. 


 


(b)       Each
Facility A Lender will make Facility A Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving
Maturity Date in Dollars and/or one or more Facility A Currencies; provided that, upon giving effect to any such Facility
A Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated
Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such
Lender’s Facility A Revolving Credit Exposure shall not exceed such Lender’s Facility A Revolving Commitment and (c)
the aggregate Facility A Revolving Credit Exposure shall not exceed the aggregate Facility A Revolving Commitment. Amounts borrowed
under this Section 2.1.1(b) may be borrowed, repaid and reborrowed until the Revolving Maturity Date.


 


(c)       Each
Facility B Lender will make Facility B Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving
Maturity Date in Dollars and/or one or more Facility B Currencies; provided that, upon giving effect to any such Facility
B Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated
Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such
Lender’s Facility B Revolving Credit Exposure shall not exceed such Lender’s Facility B Revolving Commitment and (c)
the aggregate Facility B Revolving Credit Exposure shall not exceed the aggregate Facility B Revolving Commitment. Amounts borrowed
under this Section 2.1.1(c) may be borrowed, repaid and reborrowed until the Revolving Maturity Date.


 


2.1.2       L/C
Commitment. (a) Each Issuing Lender will issue trade, standby and commercial letters of credit from time to time denominated
in Dollars and/or in one or more Facility A Currencies before the Revolving Maturity Date, in each case containing such terms
and conditions as are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender and the Company,
at the request of and for the account of the Company (or jointly for the account of the Company and any Subsidiary) or any Subsidiary
from time to time before the date which is 30 days prior to the scheduled Revolving Maturity Date; and (b) as more fully
set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Letter of Credit; provided
that, after giving effect to the issuance of each Letter of Credit, (i) the aggregate Stated Amount of all Letters of Credit
shall not exceed the lesser of (x) $50,000,000 and (y) the aggregate Facility A Revolving Commitment (the “L/C Sublimit”),
(ii) unless otherwise agreed by an individual Issuing Lender (in its sole discretion), the Stated Amount of all Letters of Credit
issued by such Issuing Lender shall not exceed such Issuing Lender’s L/C Commitment, (iii) the sum of the aggregate outstanding
Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore
Currency shall not exceed the Offshore Currency Sublimit, (iv) each Revolving Lender’s Facility A Revolving Credit Exposure
shall not exceed such Revolving Lender’s Facility A Revolving Commitment; and (v) the aggregate Facility A Revolving Credit
Exposure shall not exceed the aggregate Facility A Revolving Commitment.


 


2.2         Loan
Procedures.


 






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2.2.1       Various
Types of Loans. Each Loan shall be either a Base Rate Loan or a Eurodollar Loan (each a “type” of Loan),
as the applicable Borrower shall specify in the related notice of borrowing, continuation or conversion pursuant to Section 2.2.2
or 2.2.3; provided that notwithstanding anything herein to the contrary, Loans denominated in Offshore Currencies
may only be maintained by the Borrowers as Eurodollar Loans. Eurodollar Loans of the same Class, made to the same Borrower, denominated
in the same currency and having the same Interest Period are sometimes called a “Group” or collectively “Groups”.
Base Rate Loans and Eurodollar Loans may be outstanding at the same time, provided that (i) not more than fifteen
different Groups of Eurodollar Loans shall be outstanding at any one time and (ii) the aggregate principal amount of each
Group of Eurodollar Loans shall at all times be at least in an amount such that the Dollar Equivalent thereof is at least (x)
in the case of Eurodollar Loans to be made to the Company, $3,000,000 and an integral multiple of $1,000,000 in excess thereof,
and (y) in the case of Eurodollar Loans to be made to a Subsidiary Borrower, $1,000,000 and an integral multiple of $250,000 in
excess thereof. All borrowings, conversions and repayments of Facility A Revolving Loans shall be effected so that each Lender
will have a pro rata share (based on its Facility A Revolving Commitments) of all types and Groups of Facility A Revolving Loans.
All borrowings, conversions and repayments of Facility B Revolving Loans shall be effected so that each Lender will have a pro
rata share (based on its Facility B Revolving Commitments) of all types and Groups of Facility B Revolving Loans.


 


2.2.2       Borrowing
Procedures. The applicable Borrower shall give written notice (or in the case of a borrowing denominated in Dollars, telephonic
notice (followed promptly by written confirmation thereof)) to the Administrative Agent of each proposed borrowing not later than
(a) in the case of a Base Rate borrowing, 12:00 noon (New York City time) on the proposed date of such borrowing, and (b) in
the case of a Eurodollar borrowing, 2:00 p.m. (Local Time) (i) at least three Business Days prior to the proposed date of such
borrowing, in the case of a borrowing denominated in Dollars, (ii) at least four Business Days prior to the proposed date of such
borrowing, in the case of a borrowing denominated in a currency specified in the definition of “Offshore Currency”
on the Restatement Date and (iii) the number of days determined by the Administrative Agent to be customary for its syndicated
credit facilities, if such Eurodollar Loans are to be denominated in a currency not covered by the preceding clause (ii).
Each such notice shall be effective upon receipt by the Administrative Agent, shall be irrevocable, and shall specify the date,
whether such borrowing is to be of Term Loans, Facility A Revolving Loans or Facility B Revolving Loans, the amount and type of
borrowing and, in the case of a Eurodollar borrowing, the initial Interest Period and the Applicable Currency therefor. Promptly
upon receipt of such notice, the Administrative Agent shall advise each Lender thereof and, if such borrowing is in an Offshore
Currency, of the aggregate Dollar Equivalent amount of such borrowing and the rate used by the Administrative Agent to determine
such aggregate Dollar Equivalent amount. Not later than 2:00 p.m. (Local Time) on the date of a proposed borrowing (but, in the
case of the proposed borrowing on the Restatement Date, subject to the last sentence of 2.1.1(a)), each Lender shall provide the
Administrative Agent at the office specified by the Administrative Agent with Same Day Funds covering such Lender’s pro
rata share of such borrowing and, so long as the Administrative Agent has not received written notice that the conditions precedent
set forth in Section 11 with respect to such borrowing have not been satisfied, the Administrative Agent shall pay
over the requested amount to the applicable Borrower on the requested borrowing date. Each borrowing shall be on a Business Day.
Each borrowing shall be in an aggregate amount such that the Dollar Equivalent thereof is at least (x) in the case of a borrowing
for the Company, $3,000,000 and an integral multiple of $1,000,000 in excess thereof, and (y) in the case of a borrowing for a
Subsidiary Borrower, $1,000,000 and an integral multiple of $250,000 in excess thereof.


 


2.2.3       Conversion
and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the applicable Borrower may, upon irrevocable
written notice (or in the case of a borrowing denominated in Dollars, telephonic notice (followed promptly by written confirmation
thereof)) to the Administrative Agent in accordance with clause (b) below:


 






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(i)       elect,
as of any Business Day, to convert any outstanding Loan denominated in Dollars into a Loan of a different type; or


 


(ii)      elect,
as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring
on such day (or any part thereof in an aggregate amount such that the Dollar Equivalent thereof is not less than (x) in the case
of Eurodollar Loans to be made to the Company, $3,000,000 and an integral multiple of $1,000,000 in excess thereof, and (y) in
the case of Eurodollar Loans to be made to a Subsidiary Borrower, $1,000,000 and an integral multiple of $250,000 in excess thereof)
for a new Interest Period.


 


(b)       The
applicable Borrower shall give notice to the Administrative Agent of each proposed conversion or continuation not later than (i)
in the case of conversion into Base Rate Loans, 1:30 p.m. (New York City time) on the proposed date of such conversion; and (ii)
in the case of a conversion into or continuation of Eurodollar Loans, 2:00 p.m. (Local Time) at least (x) three Business Days
prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as
Eurodollar Loans denominated in Dollars, (y) four Business Days prior to the proposed date of such conversion or continuation,
if the applicable Loans are to be converted into or continued as Offshore Currency Loans denominated in a currency specified in
the definition of “Facility A Currency” (in the case of Facility A Revolving Loans) or “Facility B Currency”
(in the case of Facility B Revolving Loans) as of the Restatement Date and (z) the number of Business Days determined by the Administrative
Agent to be customary for its syndicated credit facilities, if the applicable Loans are to be converted into or continued as Offshore
Currency Loans in a currency not covered by the preceding clause (y), specifying in each case:


 


(1)      the
proposed date of conversion or continuation;


 


(2)      whether
the Loans to be converted or continued are Term Loans, Facility A Revolving Loans or Facility B Revolving Loans;


 


(3)      the
aggregate amount of Loans to be converted or continued;


 


(4)      the
type of Loans resulting from the proposed conversion or continuation; and


 


(5)      in
the case of conversion into, or continuation of, Eurodollar Loans, the duration of the requested Interest Period therefor.


 


(c)       If
upon expiration of any Interest Period applicable to any Eurodollar Loan, the applicable Borrower has failed to select timely
a new Interest Period to be applicable to such Eurodollar Loan, such Borrower shall be deemed to have elected to continue such
Eurodollar Loan with a one-month Interest Period effective on the last day of such Interest Period.


 


(d)      The
Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this
Section 2.2 or, if no timely notice is provided by the applicable Borrower, of the details of any automatic continuation.


 


(e)       Unless
the Required Lenders otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, no Borrower
may elect to have a Loan denominated in Dollars converted into or continued as a Eurodollar Loan.


 






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2.3          Letter
of Credit Procedures. 


 


2.3.1       Issuance
Procedures. (a) On the Restatement Date, each Existing Letter of Credit shall be deemed to have been issued hereunder and
shall be a “Letter of Credit” for all purposes hereof.


 


(b)         The
Company shall give notice to the Administrative Agent and the applicable Issuing Lender of the proposed issuance of each Letter
of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and
the applicable Issuing Lender shall agree in any particular instance) prior to the proposed date of issuance of such Letter of
Credit; provided that at least five days’ prior notice (or such lesser number of days as the Administrative Agent
and the applicable Issuing Lender shall agree in any particular instance) shall be required in respect of each Letter of Credit
to be denominated in a Facility A Currency. Each such notice shall be accompanied by an L/C Application, duly executed by the
Company (together with any Subsidiary for the joint account of which the related Letter of Credit is to be issued) and in all
respects reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender, together with such other documentation
as the Administrative Agent or such Issuing Lender may reasonably request in support thereof, it being understood that each L/C
Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the amount of
such Letter of Credit, the currency in which such Letter of Credit is to be denominated, which shall be Dollars or a Facility
A Currency, whether such Letter of Credit is to be transferable and the expiration date of such Letter of Credit (which shall
not be later than the earlier of (i) two years from the date of issuance thereof and (ii) seven days prior to the Revolving Maturity
Date (unless either (A) all of the Facility A Revolving Lenders and the applicable Issuing Lender have approved such expiration
date or (B) such Letter of Credit is a Supported Letter of Credit or the Company confirms in writing to the applicable Issuing
Lender not later than the seventh day prior to the Revolving Maturity Date that such Letter of Credit will be a Supported Letter
of Credit on the Revolving Maturity Date and such Letter of Credit is in fact a Supported Letter of Credit on the Revolving Maturity
Date; provided that such expiration date shall not be later than one year after the Revolving Maturity Date)). So long
as the applicable Issuing Lender has not received written notice that the conditions precedent to the issuance of a Letter of
Credit have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. The applicable
Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit and of any amendment thereto,
extension thereof or event or circumstance changing the amount available for drawing thereunder. Notwithstanding any other provision
of this Agreement, no Issuing Lender shall have any obligation to issue any Letter of Credit if (i) any order, judgment or decree
of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing
such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing
Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the issuance of
such Letter of Credit would violate any law, rule or regulation or any policy of such Issuing Lender; (iii) such Letter of Credit
is to be denominated in a currency other than Dollars or any Facility A Currency; or (iv) a default of any Facility A Revolving
Lender’s obligation to fund under Section 2.3.5 exists or any Facility A Revolving Lender is otherwise a Defaulting
Lender, unless such Letter of Credit is a Supported Letter of Credit, such Facility A Revolving Lender’s obligation to fund
under Section 2.3.5 has been Cash Collateralized or such Issuing Lender has otherwise entered into satisfactory arrangements
with the Company or such Facility A Revolving Lender to eliminate such Issuing Lender’s risk with respect to such Facility
A Revolving Lender. Without limiting the foregoing, the Company shall cause all Letters of Credit that are outstanding on the
Revolving Maturity Date to be Supported Letters of Credit on or prior to the Revolving Maturity Date if such Letters of Credit
are to remain outstanding after the Revolving Maturity Date.


 


2.3.2       Participations
in Letters of Credit. Concurrently with the issuance of each Letter of Credit (or, in the case of the Existing Letters of
Credit, on the Restatement Date), the applicable Issuing


 






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Lender
shall be deemed to have sold and transferred to each other Facility A Revolving Lender, and each other Facility A Revolving Lender
shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty,
an undivided interest and participation, to the extent of such other Facility A Revolving Lender’s Facility A Percentage,
in such Letter of Credit (or, if applicable, all Existing Letters of Credit) and the Company’s reimbursement obligations
with respect thereto. Each Facility A Revolving Lender agrees with each Issuing Lender that, if a draft is paid under any Letter
of Credit for which the Issuing Lender is not reimbursed in full by the Company (or applicable Subsidiary) in accordance with
the terms of this Agreement (or in the event that any reimbursement received by the applicable Issuing Lender shall be required
to be returned by it at any time), such Facility A Revolving Lender shall pay to the Administrative Agent for the account of such
Issuing Lender upon demand an amount equal to such Facility A Revolving Lender’s Facility A Percentage of the amount that
is not so reimbursed (or is so returned). Each Facility A Revolving Lender’s obligation to pay such amount shall be absolute
and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Facility A Revolving Lender may have against the Issuing Lender, the Company or any other Person for any
reason whatsoever, (ii) the occurrence or continuance of an Event of Default or Unmatured Event of Default or the failure to satisfy
any of the other conditions specified in Section 11, (iii) any adverse change in the condition (financial or otherwise)
of the Company or its Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan
Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Each Issuing Lender hereby agrees, upon request of the Administrative Agent or any Facility A Revolving Lender, to deliver to
such Facility A Revolving Lender a list of all outstanding Letters of Credit, together with such information related thereto as
such Facility A Revolving Lender may reasonably request.


 


If
any amount required to be paid by any Facility A Revolving Lender to an Issuing Lender pursuant to this Section 2.3.2 in
respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing
Lender within three Business Days after the date such payment is due, such Facility A Revolving Lender shall pay to such Issuing
Lender on demand an amount equal to the product of (i) the Dollar Equivalent of such amount, times (ii) the daily average NYFRB
Rate during the period from and including the date such payment is required to the date on which such payment is immediately available
to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and
the denominator of which is 360. If any such amount required to be paid by any Facility A Revolving Lender pursuant to this Section
2.3.2 is not made available to such Issuing Lender by such Facility A Revolving Lender within three Business Days after the
date such payment is due, such Issuing Lender shall be entitled to recover from such Facility A Revolving Lender, on demand, such
amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans that are Facility
A Revolving Loans. A certificate of an Issuing Lender submitted to any applicable Facility A Revolving Lender with respect to
any amounts owing under this Section 2.3.2 shall be conclusive in the absence of manifest error.


 


2.3.3       Reimbursement
Obligations. Upon an Issuing Lender’s determination that documents presented by the Letter of Credit beneficiary or
transferee thereof for payment under a Letter of Credit are in compliance with the terms and conditions thereof, the applicable
Issuing Lender will promptly notify the Company and the Administrative Agent that compliant documents have been received and informing
them of the Honor Date. The Company shall (or, if the applicable Letter of Credit was issued jointly for the account of the Company
and a Subsidiary or for the account of a Subsidiary, shall cause such Subsidiary to) reimburse the applicable Issuing Lender through
the Administrative Agent prior to 11:00 a.m. (Local Time) on each date that any amount is paid by such Issuing Lender under any
Letter of Credit (each such date, an “Honor Date”); provided that if the Company does not receive notice
of the amount paid by the applicable Issuing Lender prior to 10:00 a.m. (Local Time) on such Honor Date, the Company shall (or
shall cause the applicable Subsidiary to) reimburse such Issuing Lender, in the same currency as


 






    37


     


    

 


was
paid by such Issuing Lender or, at the Company’s option, in an amount in Dollars equal to the Dollar Equivalent of the amount
so paid by such Issuing Lender, not later than 10:00 a.m. (Local Time) on the Business Day immediately following the date on which
the Company receives notice of the amount so paid by such Issuing Lender (and such reimbursement shall include interest for the
period from the Honor Date to the date of reimbursement at the Base Rate (or such other rate as the Company and such Issuing Lender
shall agree) on the Dollar Equivalent of the amount so reimbursed). If the Company (or if the applicable Letter of Credit was
issued jointly for the account of the Company and a Subsidiary, the Company or such Subsidiary) fails to reimburse the applicable
Issuing Lender for the full amount of any drawing under any Letter of Credit by the time specified in the previous sentence, at
the option of the applicable Issuing Lender, the Administrative Agent will promptly notify each Facility A Revolving Lender thereof,
and the Company shall be deemed to have requested that Base Rate Facility A Revolving Loans in an amount equal to the Dollar Equivalent
of such unreimbursed amount be made by Facility A Revolving Lenders on the date the Administrative Agent provides such notice
(or, if such notice is provided by the Administrative Agent after 11:00 a.m. (Local Time) on any Business Day, on the immediately
following Business Day, subject to the amount of the unutilized portion of the Facility A Revolving Commitment and subject to
the conditions set forth in Section 11.2). Any notice given by an Issuing Lender or the Administrative Agent pursuant to
this Section 2.3.3 may be oral if immediately confirmed in writing (including by electronic communication); provided
that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 


2.3.4       Limitation
on Obligations of Issuing Lender. In determining whether to pay under any Letter of Credit, no Issuing Lender shall have any
obligation to the Company or any Facility A Revolving Lender other than to confirm that any documents required to be delivered
under such Letter of Credit appear to have been delivered and appear to comply on their face with the requirements of such Letter
of Credit. The parties agree that, with respect to documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Lender 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. Any action taken or omitted to be taken by the applicable Issuing Lender under or in connection with any Letter of Credit,
if taken or omitted in the absence of gross negligence and willful misconduct, shall not impose upon such Issuing Lender any liability
to the Company, its Subsidiaries or any Facility A Revolving Lender and shall not reduce or impair the Company’s reimbursement
obligations set forth in Section 2.3.3 or the obligations of the Facility A Revolving Lenders pursuant to Section
2.3.5.


 


2.3.5       Funding
by Facility A Revolving Lenders. Each Facility A Revolving Lender shall upon any notice pursuant to Section 2.3.3 make
available to the Administrative Agent for the account of the applicable Issuing Lender an amount in Dollars and in immediately
available funds equal to its Facility A Percentage of the Dollar Equivalent of the amount of the applicable drawing, whereupon
the participating Facility A Revolving Lenders shall (subject to Section 2.3.6) each be deemed to have made a Base Rate
Facility A Revolving Loan to the Company in that amount. If any Facility A Revolving Lender so notified fails to make available
to the Administrative Agent for the account of the applicable Issuing Lender the amount of such Facility A Revolving Lender’s
Facility A Percentage of the Dollar Equivalent of the amount of the applicable drawing by 12:00 noon (Local Time) on the Honor
Date, then interest shall accrue on such amount, from the Honor Date to the date such Facility A Revolving Lender makes such payment,
at a rate per annum equal to the NYFRB Rate in effect from time to time during such period. The Administrative Agent will promptly
give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor
Date or in sufficient time to enable any Facility A Revolving Lender to effect such payment on such date shall not relieve such
Facility A Revolving Lender from its obligations under this Section 2.3.5.


 






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2.3.6      L/C
Borrowings. With respect to any unreimbursed drawing that is not converted into Base Rate Facility A Revolving Loans to the
Company in whole or in part, because of the Company’s failure to satisfy the conditions set forth in Section 11.2
or for any other reason, the Company shall be deemed to have incurred from the applicable Issuing Lender an L/C Borrowing in the
Dollar Equivalent of the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at a rate per annum equal to the Base Rate plus the Base Rate Margin plus 2.0% per annum, and each Facility
A Revolving Lender’s payment to such Issuing Lender pursuant to Section 2.3.5 shall be deemed payment in respect
of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Facility A Revolving Lender in satisfaction
of its participation obligation under this Section 2.3.


 


2.3.7      Repayment
of Participations. Upon (and only upon) receipt by the Administrative Agent for the account of the applicable Issuing Lender
of immediately available funds from or on behalf of the Company (a) in reimbursement of any payment or disbursement under a Letter
of Credit with respect to which a Facility A Revolving Lender has paid the Administrative Agent for the account of such Issuing
Lender the amount of such Facility A Revolving Lender’s participation therein or (b) in payment of any interest thereon,
the Administrative Agent will pay to such Facility A Revolving Lender its pro rata share (according to its Facility A Percentage)
thereof (and such Issuing Lender shall receive the amount otherwise payable to any Facility A Revolving Lender which did not so
pay the Administrative Agent the amount of such Facility A Revolving Lender’s participation in such payment or disbursement).



 


2.3.8      Obligations
Unconditional. Each Facility A Revolving Lender’s obligation in accordance with this Agreement to make the Facility
A Revolving Loans or L/C Advances, as contemplated by this Section 2.3, as a result of a drawing under a Letter of Credit,
shall be absolute and unconditional and without recourse to the applicable Issuing Lender and shall not be affected by any circumstance,
including (a) any set-off, counterclaim, recoupment, defense or other right which such Facility A Revolving Lender may have against
such Issuing Lender, the Company or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event
of Default, an Unmatured Event of Default or a Material Adverse Effect; or (c) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing; provided that each Facility A Revolving Lender’s obligation to make
Facility A Revolving Loans under this Section 2.3 is subject to the conditions set forth in Section 11.2.


 


2.3.9       Reimbursement
Obligations Unconditional. The obligations of the Company under this Agreement and any L/C Application to reimburse the applicable
Issuing Lender for a drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit
converted into Facility A Revolving Loans, shall be absolute, unconditional and irrevocable, and shall be paid in accordance with
the terms of this Agreement and each applicable L/C Application under all circumstances, including the following:


 


(a)       any
lack of validity or enforceability of any Letter of Credit or this Agreement or any L/C Application, or any term or provision
therein;


 


(b)      any
change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Company in respect
of any Letter of Credit or any other amendment or waiver of or any consent to departure from any L/C Application;


 


(c)       the
existence of any claim, set-off, defense or other right that the Company may have at any time against any beneficiary or any transferee
of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such Issuing Lender
or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by any L/C Application
or any unrelated transaction;


 






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


 


(e)       any
payment by such Issuing Lender under any Letter of Credit against presentation of a draft or certificate that does not comply
with the terms of any Letter of Credit; or any payment made by such Issuing Lender under any Letter of Credit to any Person purporting
to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any bankruptcy,
insolvency or similar proceeding;


 


(f)       any
exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any
other guarantee, for all or any of the obligations of the Company in respect of any Letter of Credit; or


 


(g)       any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a legal or equitable discharge of, or provide a right of setoff against,
the Company or a guarantor.


 


Neither
the Administrative Agent, the Lenders nor any Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence
arising from causes beyond the control of an Issuing Lender; provided that nothing in this Section 2.3.9 shall be
construed to excuse an Issuing Lender from liability to the Company to the extent of any direct damages (as opposed to special,
indirect, consequential or punitive damages) suffered by the Company or any Subsidiary that are caused by such Issuing Lender’s
failure to exercise the agreed standard of care in 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 the applicable Issuing Lender (as finally determined by a court of competent jurisdiction), such Issuing Lender
shall be deemed to have exercised care in each such determination.


 


2.3.10       Applicability
of ISP98 and UCP. Unless otherwise expressly agreed by the applicable Issuing Lender and the Company when a Letter of Credit
is issued (including any such agreement applicable to an Existing Letter of Credit), (a) the rules of the “International
Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance) (“ISP98”) shall apply to each standby Letter of Credit, and (b)
the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber
of Commerce at the time of issuance (the “UCP”), shall apply to each commercial Letter of Credit (it being
understood that if applicable local law or other governing rules require the UCP to apply to a standby Letter of Credit, the UCP
and not ISP98 shall so apply).


 


2.3.11       Utilization
of Facility A Currencies. In the case of a proposed issuance of a Letter of Credit denominated in a Facility A Currency, an
Issuing Lender shall be under no obligation to issue such Letter of Credit if such Issuing Lender cannot issue Letters of Credit
denominated in the requested Facility A Currency, in which event such Issuing Lender will give notice to the Company no later
than 10:30 a.m. (Local Time) on the third Business Day prior to the date of such issuance that the issuance in


 






    40


     


    

 


the
requested Facility A Currency is not then available. If the applicable Issuing Lender shall have so notified the Company that
any such issuance in a requested Facility A Currency is not then available, then such requested Letter of Credit shall not be
issued unless the Company, by notice to such Issuing Lender not later than 5:00 p.m. (Local Time) three Business Days prior to
the requested date of such issuance, requests that the Letter of Credit be denominated in Dollars and issued in an equivalent
aggregate amount, in which case the Letter of Credit shall be so denominated and issued.


 


2.4          Swing
Line Loans.


 


2.4.1     Swing
Line Loans. Subject to the terms and conditions of this Agreement, each Swing Line Lender, on a several and not joint basis,
may in its sole discretion make loans to the Company (collectively the “Swing Line Loans” and individually
each a “Swing Line Loan”) from time to time in Dollars in accordance with this Section 2.4 in an aggregate
amount not at any time exceeding the lesser of $75,000,000 and the aggregate Facility A Revolving Commitment (the “Swing
Line Sublimit”); provided that, after giving effect to the making of each Swing Line Loan, (a) the aggregate
Facility A Revolving Credit Exposure shall not exceed the aggregate Facility A Revolving Commitment, (b) unless otherwise agreed
by the applicable Swing Line Lender in its sole discretion, such Swing Line Lender’s Facility A Revolving Credit Exposure
shall not exceed such Swing Line Lender’s Facility A Revolving Commitment (in its capacity as a Facility A Revolving Lender)
and (c) each other Revolving Lender’s Facility A Revolving Credit Exposure shall not exceed such Revolving Lender’s
Facility A Revolving Commitment. Amounts borrowed under this Section 2.4 may be borrowed, repaid and reborrowed until
the Revolving Maturity Date; provided that each outstanding Swing Line Loan shall be due and payable in full upon the earlier
of (x) the second Business Day after the applicable Swing Line Lender’s demand therefor or, if later, the date that
is five Business Days after the making of such Swing Line Loan and (y) the Revolving Maturity Date.


 


2.4.2     Swing
Line Loan Procedures. The Company shall give written or telephonic notice to the applicable Swing Line Lender with a copy
to the Administrative Agent of each proposed Swing Line Loan not later than 2:00 p.m. (New York City time) on the proposed date
of such Swing Line Loan. Each such notice shall be effective upon receipt by the applicable Swing Line Lender and shall specify
the date and amount of such Swing Line Loan, which shall be $50,000 or a higher integral multiple thereof. So long as the applicable
Swing Line Lender has not received written notice that the conditions precedent set forth in Section 11 with respect to
the making of such Swing Line Loan have not been satisfied, such Swing Line Lender may, in its sole discretion, pay over the requested
amount to the Company on the requested borrowing date. Concurrently with the making of any Swing Line Loan, the applicable Swing
Line Lender shall be deemed to have sold and transferred, and each Facility A Revolving Lender shall be deemed to have purchased
and received from such Swing Line Lender, an undivided interest and participation to the extent of such Facility A Revolving Lender’s
Facility A Percentage in such Swing Line Loan (but such participation shall remain unfunded until required to be funded pursuant
to Section 2.4.3).


 


2.4.3     Refunding
of, or Funding of Participations in, Swing Line Loans. Any applicable Swing Line Lender may at any time, in its sole discretion,
upon at least three Business Days’ notice (or same day notice if an Event of Default exists) to the Company and the Administrative
Agent (it being understood that any notice delivered after 9:00 a.m. (New York City time) shall be deemed received on the next
Business Day), on behalf of the Company (which hereby irrevocably authorizes each Swing Line Lender to act on its behalf) deliver
a notice to the Administrative Agent (which shall promptly notify each Facility A Revolving Lender of its receipt thereof) requesting
that each Facility A Revolving Lender (including such Swing Line Lender in its individual capacity) make a Facility A Revolving
Loan (which shall be a Base Rate Loan unless the Company makes a timely request for a borrowing of Eurodollar Loans denominated
in Dollars) on the date specified in such notice in such Facility A Revolving Lender’s Facility A Percentage of the aggregate
amount of such Swing Line Lender’s Swing Line Loans outstanding on such


 






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date
for the purpose of repaying all such Swing Line Loans (and, upon receipt of the proceeds of such Facility A Revolving Loans, the
Administrative Agent shall apply such proceeds to repay such Swing Line Loans); provided that if the conditions precedent
to a borrowing of Revolving Loans are not then satisfied or for any other reason the Facility A Revolving Lenders may not then
make Facility A Revolving Loans, then instead of making Facility A Revolving Loans each Facility A Revolving Lender shall become
immediately obligated to fund its participation in all of such Swing Line Lender’s outstanding Swing Line Loans and shall
pay to the Administrative Agent for the account of such Swing Line Lender an amount equal to such Facility A Revolving Lender’s
Facility A Percentage of such Swing Line Loans. If and to the extent any Facility A Revolving Lender shall not have made such
amount available to the Administrative Agent by 2:00 p.m. (New York City time) on the Business Day on which such Facility A Revolving
Lender receives notice from the Administrative Agent of its obligation to fund its participation in Swing Line Loans (it being
understood that any such notice received after 12:00 noon (New York City time) on any Business Day shall be deemed to have been
received on the next following Business Day), such Facility A Revolving Lender agrees to pay interest on such amount to the Administrative
Agent for the applicable Swing Line Lender’s account forthwith on demand for each day from the date such amount was to have
been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three
days after demand, the NYFRB Rate from time to time in effect and (b) thereafter, the Base Rate plus the Base Rate Margin from
time to time in effect. Any Facility A Revolving Lender’s failure to make available to the Administrative Agent its Facility
A Percentage of the amount of all outstanding Swing Line Loans of a Swing Line Lender shall not relieve any other Facility A Revolving
Lender of its obligation hereunder to make available to the Administrative Agent such other Facility A Revolving Lender’s
Facility A Percentage of such amount, but no Facility A Revolving Lender shall be responsible for the failure of any other Facility
A Revolving Lender to make available to the Administrative Agent such other Facility A Revolving Lender’s Facility A Percentage
of any such amount.


 


2.4.4     Repayment
of Participations. Upon (and only upon) receipt by the Administrative Agent for the account of the applicable Swing Line Lender
of immediately available funds from or on behalf of the Company (a) in reimbursement of any Swing Line Loan with respect to which
a Facility A Revolving Lender has paid the Administrative Agent for the account of such Swing Line Lender the amount of such Facility
A Revolving Lender’s participation therein or (b) in payment of any interest on a Swing Line Loan, the Administrative Agent
will pay to such Facility A Revolving Lender its pro rata share (according to its Facility A Percentage) thereof (and the applicable
Swing Line Lender shall receive the amount otherwise payable to any Facility A Revolving Lender which did not so pay the Administrative
Agent the amount of such Facility A Revolving Lender’s participation in such Swing Line Loan).


 


2.4.5     Participation
Obligations Unconditional. (a) Each Facility A Revolving Lender’s obligation to make available to the Administrative
Agent for the account of the applicable Swing Line Lender the amount of its participation interest in all of such Swing Line Lender’s
Swing Line Loans as provided in Section 2.4.3 shall be absolute and unconditional and shall not be affected by any circumstance,
including (i) any set-off, counterclaim, recoupment, defense or other right which such Facility A Revolving Lender may have against
such Swing Line Lender or any other Person, (ii) the occurrence or continuance of an Event of Default or Unmatured Event of Default,
(iii) any adverse change in the condition (financial or otherwise) of the Company or any Subsidiary thereof, (iv) any termination
of the Commitments or (v) any other circumstance, happening or event whatsoever.


 


(b)        Notwithstanding
the provisions of clause (a) above, no Facility A Revolving Lender shall be required to purchase a participation interest
in any Swing Line Loan if, prior to the making by the applicable Swing Line Lender of such Swing Line Loan, such Swing Line Lender
received written notice specifying that one or more of the conditions precedent to the making of such Swing Line Loan were not
satisfied and, in fact, such conditions precedent were not satisfied at the time of the making of such Swing Line Loan.


 






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2.5          Commitments
Several. The failure of any Lender to make a requested Loan on any date shall not relieve any other Lender of its obligation
(if any) to make a Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Loan
to be made by such other Lender.


 


2.6          Certain
Conditions. Notwithstanding any other provision of this Agreement, no Lender shall have an obligation to make any Loan, and
no Issuing Lender shall have any obligation to issue any Letter of Credit, if an Event of Default or Unmatured Event of Default
exists.


 


2.7          Subsidiary
Borrowers. (a) On or after the Restatement Date, with the consent of the Administrative Agent (not to be unreasonably withheld
or delayed), the Company may designate any wholly-owned Subsidiary (other than any Securitization Subsidiary) as a Subsidiary
Borrower by delivery to the Administrative Agent of a Subsidiary Borrower Supplement executed by such Subsidiary and the Company
together with a Note in favor of each requesting Revolving Lender, and such Subsidiary shall for all purposes of this Agreement
be a Subsidiary Borrower and party to this Agreement (until its status as a Subsidiary Borrower is terminated in accordance with
clause (c) below). As soon as practicable upon receipt of a Subsidiary Borrower Supplement, the Administrative Agent
will deliver a copy thereof to each Revolving Lender.


 


(b)       Notwithstanding
the foregoing clause (a), (i) no Subsidiary Borrower that is a Domestic Subsidiary may borrow Revolving Loans prior to
the fifth Business Day after the Administrative Agent has distributed copies of the applicable Subsidiary Borrower Supplement
pursuant to the last sentence of clause (a) and (ii) no Subsidiary Borrower that is a Foreign Subsidiary may (x) borrow
Revolving Loans prior to the tenth Business Day after the Administrative Agent has distributed copies of the applicable Subsidiary
Borrower Supplement pursuant to the last sentence of clause (a) or (y) borrow or maintain Revolving Loans if any Lender
has notified the Administrative Agent (which notice has not been withdrawn) that such Lender has determined in good faith that
(A) as of the date such Subsidiary Borrower is eligible to borrow Revolving Loans pursuant to the foregoing clause (b)(ii)(x)
or (B) as the result of the introduction of, any change in, or any change in the interpretation or administration of any applicable
law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the
force of law), in each case described in this clause (B) after the date on which such Subsidiary Borrower was first eligible
to borrow pursuant to the foregoing clause (b)(ii)(x), such Lender cannot make or maintain Loans to such Subsidiary Borrower
without (1) adverse tax or legal consequences (including any consequences resulting from exchange controls or capital controls)
unless such consequences only involve the payment of money, in which case such Subsidiary Borrower may borrow and maintain Revolving
Loans if it agrees to pay such Lender such amounts as such Lender determines in good faith are necessary to compensate such Lender
for such consequences, or such consequences relate to FATCA or (2) violating (or raising a substantial question as to whether
such Lender would violate) any applicable law or regulation or any guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law).


 


(c)       So
long as the principal of and interest on all Loans made to any Subsidiary Borrower under this Agreement shall have been paid in
full and all other obligations of such Subsidiary Borrower in such capacity (other than any contingent indemnification or similar
obligation not yet due and payable) shall have been fully performed, such Subsidiary Borrower may, upon not less than five Business
Days’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate its
status as a “Subsidiary Borrower”.


 


2.8          Utilization
of Commitments in Offshore Currencies; Valuation. 


 






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(a)       The
Administrative Agent will determine the Dollar Equivalent amount of each Eurodollar Loan and each Letter of Credit denominated
in a currency other than Dollars on each Computation Date, and such determination shall be conclusive absent demonstrable error.
The Administrative Agent will provide the Company with the amount so determined upon request and, in any event, promptly following
the end of each month.


 


(b)       Upon
receipt of any notice of borrowing of Offshore Currency Loans, the Administrative Agent will promptly notify (i) if such Loans
are Facility A Revolving Loans, each Facility A Revolving Lender of the approximate amount of such Lender’s Facility A Percentage
of such borrowing and (ii) if such Loans are Facility B Revolving Loans, each Facility B Revolving Lender of the approximate amount
of such Lender’s Facility B Percentage of such borrowing, and the Administrative Agent will, upon the determination of the
Dollar Equivalent amount of the borrowing as specified in such notice of borrowing, promptly notify each Revolving Lender of the
exact amount of such Revolving Lender’s Facility A Percentage or Facility B Percentage, as applicable, of such borrowing.
In the case of a proposed borrowing comprised of Offshore Currency Loans, the Revolving Lenders shall be under no obligation to
make Offshore Currency Loans in the requested Offshore Currency as part of such borrowing if the Administrative Agent has received
notice from (i) in the case of a proposed borrowing comprised of Facility A Revolving Loans, any Facility A Revolving Lender and
(ii) in the case of a proposed borrowing comprised of Facility B Revolving Loans, any Facility B Revolving Lender by 10:00 a.m.
(Local Time) three Business Days prior to the day of such borrowing that such Revolving Lender cannot provide Loans in such Offshore
Currency without adverse tax or legal consequences (excluding consequences relating to FATCA), in which event the Administrative
Agent will give notice to the Company no later than 4:00 p.m. (Local Time) three Business Days prior to the requested date of such
borrowing that a borrowing in such Offshore Currency is not then available, no such borrowing shall be made and any request for
a Facility A Revolving Loan (in the case of clause (i) above) or a Facility B Revolving Loan (in the case of clause (ii) above)
in such Offshore Currency shall be deemed withdrawn and shall otherwise be without effect.


 


(c)       In
the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.2.3,
the Revolving Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received
notice from (i) in the case of a proposed continuation of Facility A Revolving Loans, any Facility A Revolving Lender and (ii)
in the case of a proposed continuation of Facility B Revolving Loans, any Facility B Revolving Lender by 10:00 a.m. (Local Time)
three Business Days prior to the day of such continuation that such Revolving Lender cannot continue to provide Loans in the applicable
Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 4:00 p.m. (Local Time)
three Business Days prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in
such Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the
Revolving Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency
Loans is not then available, any notice of continuation with respect thereto shall be deemed withdrawn and such Offshore Currency
Loans shall be redenominated into Revolving Loans consisting of Base Rate Loans assumed by the Company in Dollars with effect
from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly
notify the Company and (i) in the case of Facility A Revolving Loans, the Facility A Revolving Lenders and (ii) in the case of
Facility B Revolving Loans, the Facility B Revolving Lenders of any such redenomination and in such notice by the Administrative
Agent to such Revolving Lenders the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated
Offshore Currency Loans assumed by the Company as of the Computation Date with respect thereto and the amount of such redenominated
Offshore Currency Loans outstanding for the account of each applicable Revolving Lender.


 






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(d)       The
Company shall be entitled to request that Facility A Revolving Loans or Facility B Revolving Loans hereunder shall also be permitted
to be made in any other lawful currency, in addition to Dollars and the currencies specified in the definition of “Facility
A Currency” or “Facility B Currency”, as applicable, that in the opinion of each Facility A Revolving Lender
or Facility B Revolving Lender, as applicable, is at such time freely traded in the offshore interbank foreign exchange markets
and is freely transferable and freely convertible into Dollars (an “Agreed Alternative Currency”). The Company
shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency in accordance with Section
14.3, to be received by the Administrative Agent not later than noon (New York City time) at least ten Business Days in advance
of the date of any borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request
the Administrative Agent will promptly notify the Facility A Revolving Lenders or Facility B Revolving Lenders, as applicable,
thereof, and each such Revolving Lender will use its best efforts to respond to such request within two Business Days of receipt
thereof. Each Revolving Lender may grant or deny such request in its sole discretion. The Administrative Agent will promptly notify
the Company of the acceptance or rejection of any such request.


 


2.9       Additional
Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business
Day following the written request of the Administrative Agent or the applicable Issuing Lender (with a copy to the Administrative
Agent) the Company shall Cash Collateralize such Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender
(determined after giving effect to Section 2.10(a)(iv) and any Cash Collateral provided by such Defaulting Lender).


 


(a)       The
Company and, to the extent provided by any Defaulting Lender, such Defaulting Lender hereby grant to the Administrative Agent,
for the benefit of each Issuing Lender, and the Company and, as applicable, such Defaulting Lender, agree to maintain, a first
priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations
in respect of Letters of Credit, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines
that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and each Issuing Lender
as herein provided (other than any Lien described in Section 10.8(a) or (h)), or that the total amount of such
Cash Collateral is less than the aggregate Fronting Exposure the Company will, promptly upon demand by the Administrative Agent,
pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after
giving effect to any Cash Collateral provided by the Defaulting Lenders).


 


(b)       Notwithstanding
anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.9 or Section 2.10 in
respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations
in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such
obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be
provided for herein.


 


(c)       Cash
Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer
be required to be held as Cash Collateral pursuant to this Section 2.9, and shall promptly be returned to the Company following
(i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable
Lender), or (ii) the determination by the Administrative Agent and the applicable Issuing Lender that there exists excess Cash
Collateral; provided that, subject to Section 2.10, the Person providing Cash Collateral and such Issuing Lender
may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.


 


2.10       Defaulting
Lenders.


 






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


 


(i)       Such
Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in Section 14.1.


 


(ii)       Any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 12 or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 7.5 shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to each Issuing
Lender or each Swing Line Lender hereunder; third, to Cash Collateralize each Issuing Lender’s Fronting Exposure
with respect to such Defaulting Lender in accordance with Section 2.9; fourth, as the Company may request (so long
as no Event of Default or Unmatured Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender
has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Company, to be held in a deposit account (as contemplated by the definition
of “Cash Collateralize” in Section 1) and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize each Issuing Lender’s
future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement,
in accordance with Section 2.9; sixth, to the payment of amounts owing to the Lenders, each Issuing Lender or each
Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Lender
or any Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; seventh, so long as no Event of Default or Unmatured Event of Default exists, to the payment of any
amounts owing to a Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment
is a payment of the principal amount of any Loan or L/C Borrowing in respect of which such Defaulting Lender has not fully funded
its appropriate share, and (y) such Loan was made or the related Letter of Credit was issued at a time when the conditions set
forth in Section 11.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings
owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings
owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing
Line Loans are held by the Lenders pro rata in accordance with their respective Percentages without giving effect to clause
(iv) below. Any payment, prepayment or other amount paid or payable to a Defaulting Lender that are applied (or held) to pay
amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.10(a) or Section 2.9
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents to the foregoing.


 


(iii)       (A)
No Defaulting Lender shall be entitled to receive any non-use fee (pursuant to Section 5.1 or otherwise) for any period
during which that Lender is a Defaulting Lender (and the Company shall not be required to pay any such fee that otherwise would
have been required to have been paid to such Defaulting Lender); and (B) each Defaulting Lender shall be entitled to receive


 






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Letter
of Credit fees pursuant to Section 5.2 for any period during which that Lender is a Defaulting Lender only to the
extent allocable to its share of the Stated Amount of Letters of Credit for which it has provided Cash Collateral pursuant to
Section 2.9; and with respect to any Letter of Credit fee not required to be paid to any Defaulting Lender pursuant to
the foregoing clause (B), the Company shall (x) pay to each Non-Defaulting Lender that portion of any such Letter of Credit
fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit
that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) to the extent not Cash Collateralized
by the Company, pay to each Issuing Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent
allocable to such Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining
amount of any such fee.


 


(iv)       All
or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Line Loans shall be reallocated among
the Non-Defaulting Lenders in accordance with their respective Facility A Percentages but only to the extent that such reallocation
does not cause the sum of (A) the Dollar Equivalent principal amount of all Facility A Revolving Loans of any Non-Defaulting Lender
plus (B) such Non-Defaulting Lender’s Facility Percentage of the sum of the outstanding Swing Line Loans and the aggregate
Stated Amount of all Letters of Credit to exceed such Non-Defaulting Lender’s Facility A Revolving Commitment. No reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such
Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s
increased exposure following such reallocation.


 


(v)       If
the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Company shall, without
prejudice to any right or remedy available to it hereunder or under law, (x) first, ratably prepay Swing Line Loans in
an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, ratably Cash Collateralize each Issuing
Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.9.


 


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


 


(c)       New
Swing Line Loans/Letters of Credit. So long as any Facility A Revolving Lender is a Defaulting Lender, (i) no Swing Line Lender
shall be required to fund any Swing Line Loan unless it is reasonably satisfied that it has no Fronting Exposure after giving
effect to such Swing Line Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of
Credit unless it is reasonably satisfied that it has no Fronting Exposure after giving effect thereto.


 






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SECTION
3.    EVIDENCE OF DEBT. 


 


3.1       Lender
Records. The Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions
made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing hereunder or under
any other Loan Document. In the event of any conflict between the accounts and records maintained by any Lender and the accounts
and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the applicable
Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note substantially in the form
of Exhibit A (each a “Note”), which shall evidence such Lender’s Term Loan, Facility A Revolving
Loans or Facility B Revolving Loans in addition to such accounts or records. Each Lender may attach schedules to its Note (or
Notes) and endorse thereon the date, type (if applicable), amount and maturity of its Loans and payments with respect thereto.


 


3.2       Administrative
Agent Records. In addition to the accounts and records referred to in Section 3.1, each
Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases
and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters,
the accounts and records of the Administrative Agent shall control in the absence of manifest error.


 


SECTION
4.    INTEREST.


 


4.1       Interest
Rates; Default Interest.


 


4.1.1       Interest
Rates for Loans. Each Borrower promises to pay interest on the unpaid principal amount of each Loan made to it for the period
commencing on the date such Loan is made until such Loan is paid in full as follows:


 


(a)         at
all times such Loan is a Base Rate Loan, at a rate per annum equal to the Base Rate plus the Base Rate Margin from time to time
in effect; and


 


(b)       at
all times such Loan is a Eurodollar Loan, at a rate per annum equal to the sum of the Eurodollar Rate (Reserve Adjusted) applicable
to each Interest Period for such Loan plus the Eurodollar Margin from time to time in effect.


 


Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any 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, 2.0% 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, 2.0%
plus the rate applicable to Base Rate Loans as provided in paragraph (a) of this Section (the foregoing clauses (i) and (ii),
as applicable, the “Default Rate”).


 






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4.1.2       Interest
Rates on Swing Line Loans. The Company promises to pay interest on the unpaid principal amount of each Swing Line Loan for
the period commencing on the date such Swing Line Loan is made until the date such Swing Line Loan is paid in full at the rate
applicable from time to time for Base Rate Loans pursuant to Section 4.1.1 (or with respect to any Swing Line Lender, such
other rate per annum as agreed to from time to time between the Company and such Swing Line Lender) (it being understood that
if at any time the Lenders become obligated to fund their participations in any Swing Line Loan pursuant to Section 2.4.3,
such Swing Line Loan shall continue to bear interest at the rate applicable from time to time for Base Rate Loans pursuant to
Section 4.1.1).


 


4.2       Interest
Payment Dates. Accrued interest on each Base Rate Loan (including any Swing Line Loan) shall
be payable in arrears on the last Business Day of each calendar quarter and at maturity. Accrued interest on each Eurodollar Loan
shall be payable on the last day of each Interest Period relating to such Loan (and, in the case of a Eurodollar Loan with an
Interest Period of six months or longer, on each three-month anniversary of the first day of such Interest Period) and at maturity.
After maturity, accrued interest on all Loans shall be payable on demand.


 


4.3       Setting
and Notice of Eurodollar Rates. The applicable Eurodollar Rate for each Interest Period shall
be determined by the Administrative Agent, which shall give notice thereof to the Company and each Lender. Each determination
of the applicable Eurodollar Rate by the Administrative Agent shall be conclusive and binding upon the parties hereto, in the
absence of demonstrable error. The Administrative Agent shall, upon written request of the Company or any Lender, deliver to the
Company or such Lender a statement showing the computations used by the Administrative Agent in determining any applicable Eurodollar
Rate hereunder.


 


4.4       Computation
of Interest. All determinations of interest for Base Rate Loans (including any Swing Line Loan
bearing interest at or by reference to the Base Rate) when the Base Rate is determined by the Prime Rate and all computations
with respect to any amounts denominated in Canadian Dollars, Australian Dollars or Pounds Sterling shall be made on the basis
of a year of 365 or, with regard to Base Rate Loans but not Canadian Dollars, Australian Dollars or Pounds Sterling, 366 days,
as the case may be, and the actual number of days elapsed. All other computations of interest shall be computed for the actual
number of days elapsed on the basis of a year of 360 days or on such other basis as the Administrative Agent shall determine is
customary for the relevant currency. The applicable interest rate for each Base Rate Loan shall change simultaneously with each
change in the Base Rate.


 


SECTION
5.    FEES.


 


5.1       Non-Use
Fee. Subject to Section 2.10(a)(iii)(A), the Company agrees to pay to the Administrative
Agent for the account of each Revolving Lender a non-use fee, for the period from the Restatement Date to the Revolving Maturity
Date, at a rate per annum equal to the Non-Use Fee Rate in effect from time to time of the daily average of the unused portion
of such Revolving Lender’s Revolving Commitment. For purposes of calculating usage under this Section, the Revolving Commitment
shall be deemed used to the extent of the sum of the aggregate Dollar Equivalent outstanding principal amount of all Revolving
Loans (but not Swing Line Loans) and the Stated Amount of all Letters of Credit. Such non-use fee shall be payable in arrears
on the last Business Day of each calendar quarter and on the Revolving Maturity Date for any period then ending for which such
non-use fee shall not have theretofore been paid. The non-use fee shall be computed for the actual number of days elapsed on the
basis of a year of 360 days. 


 


5.2       Letter
of Credit and Other Fees. (a) The Company agrees to pay to the Administrative Agent for the
account of the Revolving Lenders pro rata according to their respective


 






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Facility
A Percentages a letter of credit fee for each Letter of Credit in an amount equal to the applicable L/C Fee Rate per annum in
effect from time to time of the Dollar Equivalent of the undrawn amount of such Letter of Credit (computed for the actual number
of days elapsed on the basis of a year of 360 days). Such letter of credit fee shall be payable in arrears on the last Business
Day of each calendar quarter and on the Revolving Maturity Date (and, if any Letter of Credit remains outstanding on the Revolving
Maturity Date, thereafter on demand) for the period from the date of the issuance of each Letter of Credit to the date such payment
is due or, if earlier, the date on which such Letter of Credit expired or was terminated.


 


(b)       The
Company agrees to pay each Issuing Lender a fronting fee for each Letter of Credit in the amount separately agreed between the
Company and such Issuing Lender from time to time.


 


(c)       In
addition, with respect to each Letter of Credit, the Company agrees to pay to each Issuing Lender, for its own account, such fees
and expenses as such Issuing Lender customarily requires in connection with the issuance, negotiation, processing and/or administration
of letters of credit in similar situations.


 


(d)       The
Company shall, without duplication to the fees referred to above in clauses (a), (b) and (c) pay, or cause to be paid, to the
Administrative Agent and the Lead Arrangers (or their Affiliates) for their account (or that of their applicable Affiliates) such
fees as separately agreed between the Company or its Subsidiaries and the Administrative Agent and/or the Lead Arrangers pursuant
to any fee or similar letters.


 


SECTION
6.    CHANGES IN COMMITMENTS;
PREPAYMENTS; AMORTIZATION; REPAYMENT OF LOANS.


 


6.1       Changes
in Commitments.


 


6.1.1       Voluntary
Reduction or Termination of the Revolving Commitment. (a) The Company may from time to time on at least three Business Days’
prior written notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce
(i) the Facility A Revolving Commitment to an amount not less than the Facility A Revolving Credit Exposure or (ii) the Facility
B Revolving Commitment to an amount not less than the Facility B Revolving Credit Exposure. Any such reduction shall be in an
amount not less than $3,000,000 or a higher integral multiple of $1,000,000; provided that (i) the Facility A Revolving
Commitment may not be reduced to an amount that is less than the sum of (A) the outstanding Dollar Equivalent principal amount
of Facility A Revolving Loans and Swing Line Loans (after giving effect to any concurrent prepayment thereof), and (B) the Stated
Amount of all Letters of Credit (plus any automatic increases to the maximum amount available for drawing thereunder) and (ii)
the Facility B Revolving Commitment may not be reduced to an amount that is less than the outstanding Dollar Equivalent principal
amount of Facility B Revolving Loans (after giving effect to any concurrent prepayment thereof). All reductions of the Facility
A Revolving Commitment shall reduce the Facility A Revolving Commitment pro rata among the Revolving Lenders according to their
respective pro rata share of the Facility A Revolving Commitments. All reductions of the Facility B Revolving Commitment shall
reduce the Facility B Revolving Commitment pro rata among the Revolving Lenders according to their respective pro rata share of
the Facility B Revolving Commitments.


 


(b)       The
Company may at any time on at least three Business Days’ prior written notice received by the Administrative Agent (which
shall promptly advise each Revolving Lender thereof) terminate (i) the Facility A Revolving Commitment upon payment in full of
all Facility A Revolving Loans and Swing Line Loans and all other obligations of the Company hereunder in respect of such Facility
A Revolving Loans and Swing Line Loans and Cash Collateralization in full or the provision of other Backup


 






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Support,
pursuant to documentation in form and substance reasonably satisfactory to each Issuing Lender, of all obligations arising with
respect to the Letters of Credit or (ii) the Facility B Revolving Commitment upon payment in full of all Facility B Revolving
Loans and all other obligations of the Company hereunder in respect of such Facility B Revolving Loans. Each notice delivered
by the Company pursuant to this clause (b) shall be irrevocable; provided that a notice of termination of the Commitments
delivered by the Company may state that such notice is conditioned upon the consummation of another transaction, in which case
such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied.


 


(c)       Notwithstanding
the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any
two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination”
and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”),
the Company may notify the Administrative Agent that it desires to reduce the Revolving Commitment of the Lender surviving such
Combination (the “Surviving Lender”) to an amount equal to the Revolving Commitment of that Combined Lender
which had the largest Revolving Commitment of each of the Combined Lenders party to such Combination (such largest Revolving Commitment
being the “Surviving Commitment” and the Revolving Commitments of the other Combined Lenders being hereinafter
referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth
below) and the Administrative Agent agree to such reduction in the Surviving Lender’s Revolving Commitment, then (i) the
aggregate amount of the Revolving Commitments shall be reduced by the Retired Commitments effective upon the effective date of
the Combination (or such later date as the Company may specify in its request), provided, that, on or before such date the Borrowers
have paid in full the outstanding principal amount of the Revolving Loans of each of the Combined Lenders other than the Combined
Lender whose Revolving Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction,
the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) the Company shall notify
the Administrative Agent whether it wishes such reduction to be a permanent reduction or a temporary reduction. If such reduction
is to be a temporary reduction, then the Company shall be responsible for finding one or more financial institutions (each, a
“Replacement Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld
or delayed), willing to assume the obligations of a Lender hereunder with aggregate Revolving Commitments up to the amount of
the Retired Commitments. The Administrative Agent may require the Replacement Lenders to execute such documents, instruments or
agreements as the Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become
parties hereunder. For purposes of this Section 6.1.1(c), Required Lenders shall be determined as if the reduction in the
aggregate amount of the Revolving Commitments requested by the Company had occurred (i.e., the Combined Lenders shall be deemed
to have a single Revolving Commitment equal to the Surviving Commitment and the aggregate amount of the Revolving Commitments
shall be deemed to have been reduced by the Retired Commitments).


 


6.1.2       Mandatory
Reduction of Commitments. Unless previously terminated, the Revolving Commitment shall terminate on the Revolving Maturity
Date and the Term Loan Commitment (other than any Incremental Term Loan Commitments) shall terminate upon the making of the Term
Loans on the Restatement Date. Any Incremental Term Loan Commitment shall terminate as provided in the applicable Incremental
Assumption Agreement.


 


6.1.3       Incremental
Term Loan Commitments. (a) The Company may, by written notice to the Administrative Agent, request Incremental Term Loan Commitments
in an aggregate amount not to exceed the Incremental Facility Amount at such time, from one or more Incremental Term Lenders (which
may include any existing Lender willing to provide the same, in their own discretion); provided that each such Person,
if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent


 






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(acting
reasonably). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall
be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount),
the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business
Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) whether
such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different
from the Term Loans (“Other Term Loans”).


 


(b)
The Company and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement
and such other documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Lender. Each
Incremental Assumption Agreement in respect of Incremental Term Loan Commitments shall specify the terms of the Incremental Term
Loans to be made thereunder.


 


(c)
The scheduled amortization and maturity of any Incremental Term Loans shall be as set forth in the applicable Incremental Assumption
Agreement; provided that in no event shall (i) the final maturity date of any new Incremental Term Loans be earlier than
the latest final maturity date of any then outstanding Class of Term Loans and (ii) the weighted average life to maturity of any
new Incremental Term Loans be less than the weighted average life to maturity of any then outstanding Class of Term Loans.


 


(d)
Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 6.1.3
unless, (i) subject to the Limited Condition Acquisition provisions in Section 1.3, no Event of Default or Unmatured
Event of Default exists or would result therefrom and (ii) the Administrative Agent shall have received certified copies
of authorizing resolutions of the Board of Directors of the Company authorizing such Incremental Term Loan Commitments.


 


6.1.4       Optional
Increase in Revolving Commitment. Subject to the Limited Condition Acquisition provisions in Section 1.3, so long as
no Event of Default or Unmatured Event of Default exists or would result therefrom and notwithstanding any contrary provision
of Section 6.1.1, the Company may, by means of a letter to the Administrative Agent substantially in the form of Exhibit E,
request that the Facility A Revolving Commitment and/or Facility B Revolving Commitment be increased by (a) increasing the Facility
A Revolving Commitment and/or Facility B Revolving Commitment of one or more Revolving Lenders which have agreed to such increase
(it being understood that no Revolving Lender shall have any obligation to increase its Facility A Revolving Commitment or Facility
B Revolving Commitment pursuant to this Section 6.1.4) and/or (b) adding one or more commercial banks or other Persons
as a party hereto with a Facility A Revolving Commitment and/or Facility B Revolving Commitment in an amount agreed to by any
such commercial bank or other Person; provided that (i) no commercial bank or other Person shall be added as a party hereto
without the written consent of the Administrative Agent and, in the case of Facility A Revolving Commitments, the Swing Line Lenders
and the Issuing Lenders (in each case, which shall not be unreasonably withheld); (ii) in no event shall the aggregate amount
of all increases of the Revolving Commitment pursuant to this Section 6.1.4 exceed the Incremental Facility Amount; and
(iii) no such increase shall increase the Offshore Currency Sublimit, the amount of the Swing Line Sublimit (without the consent
of each Swing Line Lender) or the L/C Sublimit (without the consent of each Issuing Lender). Any increase in the Revolving Commitment
pursuant to this Section 6.1.4 shall be effective three Business Days (or such other period of time as may be agreed upon
by the Company, the Administrative Agent and the Lenders or other Persons participating in such increase) after the date on which
the Administrative Agent has (A) received certified copies of authorizing resolutions of the Board of Directors of the Company
authorizing such increase (or authorizing the maximum increase amount specified in clause (ii) above) and (B) received
and accepted (such acceptance not to be unreasonably withheld) the applicable increase letter in the form of Annex 1 to Exhibit E
(in the case of an increase in the Revolving Commitment of an existing Revolving Lender) or assumption letter in the form
of Annex 2 to Exhibit E (in the case of


 






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the
addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Company and
the Lenders of any increase in the Revolving Commitment pursuant to this Section 6.1.4 and of the Facility A Revolving
Commitment and/or Facility B Revolving Commitment, as applicable, of each Revolving Lender after giving effect thereto. The Company
acknowledges that, in order to maintain Loans in accordance with each Lender’s pro rata share (based on their Facility A
Revolving Commitments or Facility B Revolving Commitments, as applicable), a reallocation of the Facility A Commitments or Facility
B Commitments as a result of a non-pro-rata increase in such Revolving Commitments may require prepayment of all or portions of
certain Loans on the date of such increase (and any such prepayment shall be subject to the provisions of Section 8.4).


 


6.2       Prepayments.



 


6.2.1       Any
Borrower may from time to time prepay Loans in whole or in part, without premium or penalty, provided that the Company
shall give the Administrative Agent (which shall promptly advise each Lender) notice thereof not later than (a) 2:30 p.m. (Local
Time) (or, in the case of prepayment of Swing Line Loans, 4:00 p.m. (New York City time) on the date of such prepayment (which
shall be a Business Day), in the case of Base Rate Loans and Swing Line Loans, and (b) two Business Days prior to the date of
such prepayment, in the case of Eurodollar Loans, in each case specifying the Loans to be prepaid and the date and amount of prepayment.
Subject to Section 2.2.1, each partial prepayment of Facility A Revolving Loans and Facility B Revolving Loans shall be
in a minimum amount such that the Dollar Equivalent thereof is $1,000,000 and an integral multiple of $1,000,000 in excess thereof.
Each partial prepayment of Term Loans shall be in a minimum amount of $3,000,000 and an integral multiple of $1,000,000 in excess
thereof. Prepayments of Facility A Revolving Loans shall be applied pro rata to the applicable Facility A Revolving Loans of all
Facility A Revolving Lenders based on the outstanding amount thereof for the account of such applicable Facility A Revolving Lender.
Prepayments of Facility B Revolving Loans shall be applied pro rata to the applicable Facility B Revolving Loans of all Facility
B Revolving Lenders based on the outstanding amount thereof for the account of such applicable Facility B Revolving Lender. Prepayments
of Term Loans shall be applied pro rata to applicable Term Loans of all Term Lenders based on the outstanding amount thereof for
the account of such applicable Term Lender. Any prepayment of a Eurodollar Loan on a day other than the last day of an Interest
Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 8.4. Each
notice of prepayment under this Section 6.2.1 shall be irrevocable; provided that a notice delivered by the Company
of the prepayment of Loans in connection with the termination of the Commitments pursuant to Section 6.1.1(b) may state
that such notice is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the
Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.


 


6.2.2       If
on any date the aggregate Facility A Revolving Credit Exposure exceeds the aggregate Facility A Revolving Commitment, the Borrowers
shall immediately, and without notice or demand, prepay the outstanding principal amount of the Facility A Revolving Loans and/or
L/C Advances and/or Cash Collateralize (or promptly provide other Backup Support for) the outstanding Letters of Credit in an
amount equal to such excess. If on any date the aggregate Facility B Revolving Credit Exposure exceeds the aggregate Facility
B Revolving Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount
of the Facility B Revolving Loans in an amount equal to such excess.


 


6.2.3       If
at any time of calculation by the Administrative Agent (pursuant to Section 2.8(a) or otherwise), (a) the sum of the Dollar
Equivalent principal amount of all outstanding Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated
in an Offshore Currency exceeds 105% of the Offshore Currency Sublimit, (b) the sum of the Dollar Equivalent principal amount
of all outstanding Offshore Currency Loans that are Facility A Revolving Loans plus the Stated Amount of


 






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all
Letters of Credit denominated in an Offshore Currency exceeds the aggregate Facility A Revolving Commitment or (c) the Dollar
Equivalent principal amount of all outstanding Offshore Currency Loans that are Facility B Revolving Loans exceeds the aggregate
Facility B Revolving Commitment, the applicable Borrowers shall, within two Business Days after receipt of notice thereof, (i)
in the case of clause (a) above, prepay Offshore Currency Loans and/or Cash Collateralize (or promptly provide other Backup Support
for) the Letters of Credit denominated in an Offshore Currency in an amount sufficient to cause the sum of the Dollar Equivalent
principal amount of all outstanding Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an
Offshore Currency to be less than or equal to the Offshore Currency Sublimit, (ii) in the case of clause (b) above, prepay Offshore
Currency Loans that are Facility A Revolving Loans and/or Cash Collateralize (or promptly provide other Backup Support for) Letters
of Credit denominated in an Offshore Currency in an amount sufficient to cause the sum of the Dollar Equivalent principal amount
of all outstanding Offshore Currency Loans that are Facility A Revolving Loans plus the Stated Amount of all Letters of Credit
denominated in an Offshore Currency to be less than or equal to the Facility A Revolving Commitment or (iii) in the case of clause
(c) above, prepay Offshore Currency Loans that are Facility B Revolving Loans in an amount sufficient to cause the Dollar Equivalent
principal amount of all outstanding Offshore Currency Loans that are Facility B Revolving Loans to be less than or equal to the
Facility B Revolving Commitment.


 


6.2.4       Mandatory
Prepayments. (a) Subject to clauses (c) and (d) below, on each occasion that the Company or any Subsidiary receives any Net
Cash Proceeds in respect of any Prepayment Event, the Company shall promptly (and in any event within five Business Days) apply
100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans, it being agreed that to the extent
no Term Loans are then outstanding at such time, to the extent any Revolving Loans are outstanding on such date, the Borrowers
shall prepay Revolving Loans with such Net Cash Proceeds on such date);
provided that notwithstanding the foregoing, such Net Cash Proceeds may be applied towards the prepayment or purchase of other
Debt having the same (including with respect to priority) credit support package (whether in terms of security and/or guarantees)
as the Term Loans (or the reduction of commitments in respect of the PMC Acquisition Debt) to the extent the documentation governing
such Debt (or, in respect of committed amounts in respect of the PMC Acquisition Debt, the documentation governing the commitments
in respect thereof) requires such a prepayment or purchase (or commitment reduction) with Net Cash Proceeds in respect of such
Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction,
the numerator of which is the outstanding principal amount of such other Debt (or committed amounts) and the denominator of which
is the aggregate outstanding principal amount of Term Loans and all such other Debt (or committed amounts); provided further that
any such allocation of Net Cash Proceeds to Debt (including the Term Loans) as contemplated in the immediately preceding proviso
shall be subject to the terms of any Note Purchase Agreement as to the allocation of any such Net Cash Proceeds to the Senior
Notes. Subject to clause (b) below, each prepayment
of outstanding Loans required to be made pursuant to this paragraph shall be allocated pro rata between the Term Loans (including
the Other Term Loans (if any)) or if applicable, Revolving Loans and, in the case of Term Loans, applied against the remaining
scheduled installments of principal due in respect of the Term Loans, including (unless otherwise specified in the applicable
Incremental Assumption Agreement) the Other Term Loans (if any) as directed by the Company.


 


(b)
The Company shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant
to Section 6.2.4 at least three Business Days prior to the date of such prepayment. Each such notice shall specify the
date of such prepayment and provide a


 






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reasonably
detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Loans
of the contents of the Company’s prepayment notice and of such Lender’s pro rata share of the prepayment. Each Lender
may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”
and such rejecting Lenders, the “Declining Proceeds Lenders”) of Loans required to be made pursuant to Section
6.2.4(a) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company
no later than 4:00 p.m. (New York City time) one Business Day after the date of such Lender’s receipt of notice from the
Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of
the mandatory repayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative
Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be
rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined
Proceeds remaining thereafter, first, if there are Term Loans outstanding, shall be offered to the Term Lenders (other
than any Declining Proceeds Lender) on a pro rata basis (based on their outstanding Term Loans), which Term Lenders may reject
all or a portion of their pro rata shares of such Declined Proceeds, second, shall be offered to the Revolving Lenders
(other than any Declining Proceeds Lender) on a pro rata basis (based on their outstanding Revolving Commitments), which Revolving
Lenders may reject all or a portion of their pro rata shares of such remaining Declined Proceeds, and, third, to the extent
any Declined Proceeds remain thereafter, shall not be subject to mandatory prepayment hereunder.


 


(c)
Notwithstanding clause (a) above, if (x) the Company shall deliver a certificate of an Executive Officer to the Administrative
Agent at or promptly following the time of receipt of any amount that would otherwise constitute Net Cash Proceeds of an Asset
Sale setting forth the Company’s intent to reinvest such proceeds in productive assets or businesses within 365 days of
receipt of such proceeds (the “Investment Period”) and (y) no Event of Default shall have occurred and shall
be continuing at the time of the delivery of such certificate, such proceeds shall not constitute Net Cash Proceeds except to
the extent not so used at the end of such Investment Period (or, if the Company commits to reinvest such proceeds within
such Investment Period, within 180 days of the end of such Investment Period), at which time such proceeds shall be deemed to
be Net Cash Proceeds.


 


(d)
The Company shall not be required to prepay by any amount that would otherwise be required pursuant to clause (a) above to the
extent (i) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation to the Company of any such
Net Cash Proceeds would be prohibited, restricted or delayed under any applicable law or conflict with the fiduciary duties of
such Foreign Subsidiary’s directors or officers or (ii) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary
and the repatriation of such Net Cash Proceeds to the Company would result in adverse tax consequences as reasonably determined
by the Company; provided that upon the Company obtaining knowledge that such circumstance in clause (i) and/or clause (ii),
as applicable, ceases to apply, such Net Cash Proceeds shall be deemed received for purposes of clause (a) above and any prepayment
or reduction requirements applicable thereto.


 


6.2.5       Dutch
Auction. 


 


(a)
Notwithstanding anything to the contrary contained in any Loan Document, the Company may conduct Dutch auctions from time to time
in order to purchase Term Loans (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative
Agent or another investment bank(s) of recognized standing selected by the Company following consultation with the Administrative
Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied:


 






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(i)       each
Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 6.2.5 and
Schedule 6.2.5;


 


(ii)       no
Event of Default or Unmatured Event of Default shall (A) have occurred and be continuing on the date of the delivery of each
Auction Notice or (B) have occurred at the time of purchase of any Term Loans or result from the purchase of any Term Loans,
in each case in connection with any Auction;


 


(iii)       the
minimum principal amount (calculated on the face amount thereof) of the Term Loans that the Company offers to purchase in any
such Auction shall be no less than $25,000,000 (unless another amount is agreed to by the Auction Manager);


 


(iv)       both
immediately before and immediately after giving effect to any purchase of the Term Loans pursuant to this Section 6.2.5,
there shall be no Revolving Loans outstanding;


 


(v)       the
aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by the Company shall automatically
be cancelled and retired by the Company on the settlement date of the relevant purchase (and may not be resold) and all rights
of the Company as a Lender related to any Term Loans so purchased by the Company shall automatically and immediately, for all
purposes under this Agreement, the other Loan Documents and otherwise, be deemed to be irrevocably terminated, extinguished, cancelled
and of no further force and effect and none of the Borrowers or any of their respective Subsidiaries shall obtain or have any
rights as a Lender hereunder or under the other Loan Documents by virtue of such purchase or assignment;


 


(vi)       no
more than one Auction may be ongoing at any one time;


 


(vii)       the
Company represents and warrants on the date of delivery of each Auction Notice that no Borrower shall have any MNPI that both
(A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does
not wish to receive such MNPI) prior to such time, and (B) could reasonably be expected to have a material effect upon, or otherwise
be material, to a Lender’s decision to participate in the Auction; and


 


(viii)       at
the time of each purchase of Term Loans through an Auction, the Company shall have delivered to the Auction Manager an officer’s
certificate of an Executive Officer of the Company certifying as to compliance with the preceding clauses (i) through (vii).


 


(b)       The
Company must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be
met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the respective Auction. If the
Company commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of
the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the Company reasonably
believes that all required conditions set forth above which are required to be satisfied at the time of the purchase of Term Loans
pursuant to such Auction shall be satisfied, then the Company shall have no liability to any Term Lender or any other Person for
any termination of the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above
which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the respective
Auction, and any such failure shall not result in any Event of Default or Unmatured Event of Default hereunder. With respect to
all purchases of Term Loans made by the Company pursuant to this Section 6.2.5, (i) the Company shall pay on the settlement
date of each such purchase the purchase price and all accrued and unpaid interest (except to the extent otherwise set forth in
the relevant offer documents for such Auction), if any, on the purchased Term Loans up to the settlement date of such purchase,
and (ii) such purchases


 






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(and
the payments made by the Company and the cancellation of the purchased Loans, in each case in connection therewith) shall not
constitute optional or mandatory payments or prepayments for purposes of Sections 6.2.


 


(c)       The
Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section
6.2.5 (provided that, no Lender shall have any obligation to participate in any such Auctions) and hereby waive the
requirements of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated
by this Section 6.2.5. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of
the provisions of Section 13, Section 14.5 and Section 14.11 mutatis mutandis as if each reference
therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall
cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities
and duties in connection with each Auction.


 


6.3       Amortization
of Term Loans; Repayment. 


 


6.3.1       The
Company shall repay on the last Business Day of March, June, September and December of each year (beginning with the first such
date occurring after the Restatement Date) (each, a “Term Loan Repayment Date”), through and including the
Term Loan Maturity Date, an aggregate principal amount of Term Loans equal to the product of (x) the aggregate principal amount
of Term Loans outstanding on the Restatement Date and (y) the percentage set forth below for each applicable Term Loan Repayment
Date, with the balance of the Term Loans due in full on the Term Loan Maturity Date:


 


	Term
    Loan Repayment Date	Percentage
	Each
    of the first twelve Term Loan Repayment Dates	1.25%
	Each
    of the next four Term Loan Repayment Dates	1.875%
	Each
    Term Loan Repayment Date thereafter	2.50%


 


6.3.2       To
the extent not previously paid, all Term Loans shall be due and payable in full on the Term Loan Maturity Date.


 


6.3.3       Any
prepayment of a Term Loan shall be applied to reduce the subsequent scheduled repayments of the Term Loans to be made pursuant
to Section 6.3 as directed by the Company.


 


6.3.4       To
the extent not previously paid, (i) all Revolving Loans shall be due and payable in full on the Revolving Maturity Date and (ii)
all Swing Line Loans shall be due and payable in full on the earliest of (A) the date of any borrowing of Facility A Revolving
Loans, (B) the Revolving Maturity Date and (C) the date that is five Business Days after the date such Swing Line Loans were made.


 


6.3.5       Repayments
of Loans (not including Revolving Loans that are Base Rate Loans, but including Swing Line Loans) shall be accompanied by accrued
interest on the amount repaid.


 


6.4       Extension
of Revolving Maturity Date. The Company may, at any time, by delivery of a Revolving Maturity
Date Extension Request to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Lenders), request
that the Revolving Lenders extend the Revolving Maturity Date for an additional period set forth in such Revolving Maturity Date
Extension Request (it being understood each Revolving Lender shall be offered the right to participate in such extension on the
same terms and conditions as each other Revolving Lender).  Each Revolving Lender shall, by notice to the Company and the
Administrative Agent given not later than the


 






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20th day
after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise
the Company whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being
called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called
a “Declining Lender”).  Any Defaulting Lender and any Revolving Lender that has not so advised the Company
and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining
Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company,
elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company
and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such later date
as the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called the “Existing
Maturity Date”).  The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set
forth in the Revolving Maturity Date Extension Request.  The decision to agree or withhold agreement to any Revolving Maturity
Date Extension Request shall be at the sole discretion of each Revolving Lender.  The Revolving Commitment of any Declining
Lender shall terminate on the Existing Maturity Date.  The principal amount of any outstanding Revolving Loans made by Declining
Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such
Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers
shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 as shall be required in order that,
after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this
sentence, (i) the sum of the Facility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments
and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. 
Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, to the extent set forth in Section 8.7
(the Revolving Maturity Date Extension Request being deemed an amendment for such purposes), to replace a Declining Lender
with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension
Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. 
Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless
on the Existing Maturity Date, the conditions set forth in Section 11.2 shall be satisfied and the Administrative Agent
shall have received a certificate to that effect dated on the Existing Maturity Date and executed by an Executive Officer of the
Company.


 


SECTION
7.    MAKING AND PRORATION
OF PAYMENTS; SETOFF; TAXES.


 


7.1       Making
of Payments. All payments of principal of or interest on the Loans, and of all non-use fees
and Letter of Credit fees, shall be made by the applicable Borrower to the Administrative Agent at its principal office in New
York, New York in immediately available funds (a) in the case of principal and interest payments with respect to Eurodollar Loans,
in the Applicable Currency, and (b) in the case of any other amount, in Dollars or such other currency as shall be specified herein
and without set-off, counterclaim or deduction of any kind, not later than noon on the date due, and funds received after that
hour shall be deemed to have been received by the Administrative Agent on the next following Business Day. The Administrative
Agent shall promptly remit to each Lender its share (if any) of all such payments received in collected funds by the Administrative
Agent. All payments under Section 8.1 shall be made by the applicable Borrower directly to the Lender entitled thereto.


 


7.2       Application
of Certain Payments. Each payment of principal shall be applied to such Loans as the applicable
Borrower shall direct by notice to be received by the Administrative Agent


 






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on
or before the date of such payment or, in the absence of such notice, first, to repay such Loans outstanding as Base Rate
Loans and then, to repay such Loans outstanding as Eurodollar Loans, with those Eurodollar Loans having earlier expiring
Interest Periods being repaid prior to those having later expiring Interest Periods. Concurrently with each remittance to any
Lender of its share of any such payment, the Administrative Agent shall advise such Lender as to the application of such payment.


 


7.3       Due
Date Extension or Reduction. If any payment of principal or interest with respect to any of the Loans, or of any fees or other
amounts fall due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business
Day (unless, in the case of a payment of interest on a Eurodollar Loan, the result of such extension would be to extend the due
date for such payment into another calendar month, in which case such due date shall be the immediately preceding Business Day)
and any extension or reduction of time shall be reflected in computing interest and fees.


 


7.4       Failure
to Make Payments. Unless the applicable Borrower or a Lender has notified the Administrative Agent, prior to the date any
payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and
absolute discretion, assume that such Borrower or such Lender, as the case may be, has timely remitted such payment and may, in
its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such
payment was not in fact remitted to the Administrative Agent in immediately available funds, then:


 


(i)       if
the applicable Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the
amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from the date
such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative
Agent at a rate per annum equal to, in the case of (a) amounts owed in Dollars (x) for the first three days after demand, the
NYFRB Rate from time to time in effect and (y) thereafter, the Base Rate from time to time in effect and (ii) in the case of amounts
owed not denominated in Dollars, a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation; and


 


(ii)       if
a Lender failed to make such payment, the Administrative Agent shall promptly notify the Company, and the Company shall pay such
corresponding amount to the Administrative Agent, together with interest thereon in respect of each day from the date such amount
was made available by the Administrative Agent to the Company at a rate per annum equal to the interest rate applicable to the
applicable borrowing. Nothing in this clause (ii) shall be deemed to relieve any Lender from its obligation to fulfill
its Commitment or to prejudice any rights which the Administrative Agent or the Company or any other Borrower may have against
any Lender as a result of any default by such Lender hereunder.


 


7.5       Setoff.
The Company agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by
applicable law, and in addition thereto, the Company agrees that at any time any Event of Default exists, the Administrative Agent,
each Lender and, to the extent permitted by applicable law, any Affiliate thereof, may apply to the payment of any obligations
of the Borrowers hereunder, whether or not then due, any and all balances, credits, deposits (excluding deposits held in a trustee,
fiduciary, agency or similar capacity or otherwise for the benefit of a third party), accounts or moneys of the Borrowers then
or thereafter with the Administrative Agent, such Lender or such Affiliate; provided that if any Defaulting Lender shall
exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for
further application in accordance with the provisions of Section 2.10 and, pending such payment, shall be segregated by
such Defaulting Lender from its other funds and


 






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deemed
held in trust for the benefit of the Administrative Agent, each Issuing Lender and the Lenders, and (y) the Defaulting Lender
shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrowers
as to which it exercised such right of set-off; provided further, that to the extent prohibited by applicable
law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect
to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender agrees promptly to notify the
Company and the Administrative Agent after any such set-off and application made by such Lender or such Affiliate; provided
that the failure to give such notice shall not affect the validity of such set-off and application.


 


7.6       Proration
of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset
or otherwise, but excluding any payment pursuant to Section 8.7 or in connection with an assignment or participation pursuant
to Section 14.8 or any payment to any Swing Line Lender in respect of a Swing Line Loan prior to the occurrence of an Event
of Default under Section 12.1.1 or 12.1.3 or any other payment or recovery made on a non-ratable basis pursuant
to the express provisions of this Agreement or any other Loan Document) on account of principal of or interest on any Loan (or
on account of its participation in any Letter of Credit or Swing Line Loan) in excess of its pro rata share (or other share specified
hereunder or under any other applicable Loan Document) of payments and other recoveries obtained by all Lenders on account of
principal of and interest on Loans (or such participations) then held by them, such Lender shall purchase from the other Lenders
such participation in the Loans (or sub-participations in Letters of Credit or Swing Line Loans) held by them as shall be necessary
to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that
if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase
shall be rescinded and the purchase price restored to the extent of such recovery. 


 


7.7       Taxes.
(a) All payments of principal of, and interest on, the Loans and all other amounts payable hereunder shall be made free and clear
of and without deduction for any Taxes, except as required by applicable law. If any withholding or deduction from any payment
to be made by a Loan Party hereunder is required in respect of any Taxes pursuant to any applicable law, then the Company will,
or will cause each other applicable Loan Party to:


 


(i)       pay
directly to the relevant Governmental Authority the full amount required to be so withheld or deducted;


 


(ii)      promptly
forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing
such payment to such Governmental Authority; and


 


(iii)    if
such Taxes are Indemnified Taxes and except to the extent such withholding or deduction would not be required if such Lender’s
Exemption Representation were true as of the date made, pay to the Administrative Agent for the account of the applicable Recipient
such additional amount or amounts as is necessary to ensure that the net amount actually received by each Recipient will equal
the full amount such Recipient would have received had no such withholding or deduction been required.


 


Moreover,
if any Indemnified Taxes are directly asserted against the Administrative Agent or any Lender with respect to any payment received
by the Administrative Agent or such Lender hereunder, the Administrative Agent or such Lender may pay such Indemnified Taxes and
the applicable Loan Party will (except to the extent such Taxes are payable by a Lender and would not have been payable if such
Lender’s Exemption Representation were true as of the date made), promptly pay such additional amounts (including any penalty,
interest and expense) as are necessary in order that the net amount received by such Person after the payment of such Indemnified
Taxes (including any Indemnified Taxes on such additional amount)


 






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shall
equal the amount such Person would have received had such Indemnified Taxes not been asserted, whether or not such Indemnified
Taxes were correctly or legally asserted.


 


(b)       If
any Loan Party fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to the Administrative
Agent, for the account of the respective Recipient, the required receipts or other required documentary evidence, the Company
shall indemnify each Recipient for any incremental Indemnified Taxes, interest or penalties that may become payable by any Recipient
as a result of any such failure, whether or not such Indemnified Taxes were correctly or legally asserted.


 


(c)       Each
Lender represents and warrants (such Lender’s “Exemption Representation”) to the Company and the Administrative
Agent that, as of the date of this Agreement (or, in the case of an Assignee, the date it becomes a party hereto), it is entitled
to receive payments hereunder without any deduction or withholding for or on account of any Taxes imposed by the United States
of America or any political subdivision or taxing authority thereof other than with respect to any Excluded Taxes.


 


(d)       Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable
to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes
and without limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender's failure to
comply with the provisions of Section 14.8.2 relating to the maintenance of a Participant Register, in either case, that
are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this paragraph (c).


 


(e)       (i)
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan
Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or
the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 7.7(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required
if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender’s to any
material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)
Without limiting the generality of the foregoing,


 


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



 






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



 


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



 


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



 


		(3)	in
                                         the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest
                                         under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit
                                         H-1 to the effect that such Foreign Lender is not a “bank” within the meaning
                                         of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower
                                         within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign
                                         corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax
                                         Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS
                                         Form W-8BEN-E, as applicable; or



 


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



 


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



 






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		(D)	if
                                         a payment made to a Lender under any Loan Document would be subject to withholding Tax
                                         imposed pursuant to or in connection with 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 Company
                                         and the Administrative Agent at the time or times prescribed by law and at such time
                                         or times reasonably requested by the Company or the Administrative Agent, such documentation
                                         prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of
                                         the Code) and such additional documentation reasonably requested by the Company or the
                                         Administrative Agent as may be necessary for the Company and the Administrative Agent
                                         to comply with its obligations under FATCA and to determine that such Lender has or has
                                         not complied with its obligations under FATCA or to determine the amount to deduct and
                                         withhold from such payment. Solely for purposes of this clause (D), “FATCA”
                                         shall include any amendments made to FATCA after the date of this Agreement.



 


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


 


(f)       If,
and to the extent that, any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes indemnified or paid by the Company or another applicable Borrower pursuant to this Section 7.7, such Recipient
agrees to promptly notify the Company thereof and thereupon to use reasonable efforts to pay to the Company an amount equal to
such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such
refund), net of all out-of-pocket expenses (including Taxes) of such Recipient and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund). The Company, upon the request of such Recipient, shall repay
to such the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (f), in no event will any Recipient be required to pay any amount to the Company pursuant
to this paragraph (f) the payment of which would place the Recipient in a less favorable net after-Tax position than the Recipient
would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This 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.


 


(g)      Each
Lender shall, promptly upon request by the Company, deliver to the Company copies of all completed and executed forms reasonably
deemed necessary by any Borrower in connection with the payment of amounts demanded by such Lender pursuant to the foregoing clause
(a).


 


(h)      Each
party’s obligations under this Section 7.7 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


SECTION
8.  INCREASED COSTS; MARKET DISRUPTION
..


 






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


 


(i)       shall
subject any Recipient (including any Eurodollar Office of a Lender) to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (b) and (c) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) with respect
to its loans, loan principal, letters of credit, commitments, or other obligations hereunder, or its deposits, reserves, other
liabilities or capital attributable thereto; or 


 


(ii)       shall
impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in
the determination of interest rates pursuant to Section 4), special deposit, liquidity or similar requirement against assets
of, deposits with or for the account of, or credit extended by any Lender (or any Eurodollar Office of such Lender); or


 


(iii)       shall
impose on any Lender (or its Eurodollar Office) any other condition affecting its Loans or Letters of Credit, its Note or its
obligation to make Loans or Letters of Credit;


 


and
the result of any of the foregoing is to increase the cost to (or in the case of Regulation D of the FRB, to impose a cost on)
such Lender (or any Eurodollar Office of such Lender) of making or maintaining any Loan or Letter of Credit, or to reduce the
amount of any sum received or receivable by such Lender (or its Eurodollar Office) under this Agreement or under its Note with
respect thereto (in each case after giving effect to any interest earned or to be earned on any reserve or special deposit of
the type described in clause (ii) above), then within 10 Business Days after written demand by such Lender (which
demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in
reasonable detail, a copy of which shall be furnished to the Administrative Agent) to the Company, so long as such demand is substantially
consistent with demands made by such Lender with similarly situated customers of such Lender under agreements having provisions
similar to this Section 8.1(a), the Company shall, or shall cause each other applicable Borrower to, pay directly
to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction.


 


(b)      If
any Lender shall reasonably determine that any Change in Law regarding capital adequacy or liquidity requirements has or would
have the effect of reducing the rate of return on such Lender’s or its controlling Person’s capital as a consequence
of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which such Lender or such controlling
Person could have achieved but for such Change in Law (taking into consideration such Lender’s or such controlling Person’s
policies with respect to capital adequacy or liquidity requirements) by an amount reasonably deemed by such Lender or such controlling
Person to be material, then from time to time, within 10 Business Days after written demand by such Lender (which demand shall
be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail,
a copy of which shall be furnished to the Administrative Agent) to the Company, so long as such demand is substantially consistent
with demands made by such Lender with similarly situated customers of such Lender under agreements having provisions similar to
this Section 8.1(b), the Company shall, or shall cause each other applicable Borrower to, pay to such Lender such
additional amount or amounts as will compensate such Lender or such controlling Person for such reduction.


 


8.2         Inability
to Determine Rates, etc.


 


(a)       (i)
If with respect to any Interest Period, the Administrative Agent determines (which determination shall be binding and conclusive
on the Borrowers) that by reason of circumstances affecting the interbank Eurodollar market adequate and reasonable means do not
exist for ascertaining the applicable Eurodollar Rate; or


 






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(ii)       If
with respect to any Interest Period, Lenders holding an aggregate outstanding amount of Term Loans, Revolving Loans and undrawn
Revolving Commitments equal to at least 40% of all outstanding Term Loans, Revolving Loans and undrawn Revolving Commitments advise
the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to such Lenders
of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account any amount to which such Lenders
may be entitled under Section 8.1) or that the making or funding of Eurodollar Loans has become impracticable as a result
of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans;


 


then
the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue,
(i) no Lender shall be under any obligation to make, continue or convert Loans into Eurodollar Loans, (ii) with respect to the
Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall
be suspended and (iii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid
in full, automatically convert to a Base Rate Loan (it being understood that if such Loan is denominated in a currency other than
Dollars, such Loan shall be redenominated in Dollars based on the Dollar Equivalent at such time to facilitate such conversion).
The Administrative Agent shall promptly revoke any such notice at such time as the applicable circumstances shall no longer continue;
provided that, in the case of any such notice made pursuant to clause (a)(i) above, the Required Lenders shall
have consented to such revocation.


 


(b)      If
at any time the Administrative Agent determines (which determination shall be conclusive absent demonstrable error) that (i) the
circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances
set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Eurodollar Rate has made
a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue
publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date
after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator
that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public
statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z)
the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining
interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest
to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest
for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate
rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate
of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Notwithstanding anything to the contrary in Section 14.1, 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 five Business
Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders
stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance
with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section
8.02(b), only to the extent the Screen Rate for the applicable currency and such Interest Period is not available or published
at such time on a current basis), (x) no Loans may be made, continued or converted into Eurodollar Loans and (y) on the last day
of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to
a Base Rate Loan (it being understood that if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated
in Dollars based on the Dollar Equivalent at such time to facilitate such conversion).


 






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8.3         Changes
in Law Rendering Eurodollar Loans Unlawful. In the event that any change after the date hereof in (including the adoption
of any new) applicable laws or regulations, or any change after the date hereof in the interpretation of applicable laws or regulations
by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment
of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund Eurodollar Loans,
then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a)
such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar
Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders
which are not so affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which
would be made or converted into at such time in the absence of such circumstances) and (b) on the last day of the current Interest
Period for each Eurodollar Loan of such Lender (or, in any event, on such earlier date as may be required by the relevant law,
regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan
and, if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars based on the Dollar
Equivalent (and such Lender will promptly notify the Administrative Agent and the Company when such circumstances cease to exist,
at which time such Lender’s obligation to make Eurodollar Loans shall be reinstated). Each Base Rate Loan made by a Lender
which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an “Affected Loan”)
shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent
such circumstances.


 


8.4         Funding
Losses. The Company hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statement setting
forth the basis in reasonable detail for the amount being claimed, a copy of which shall be furnished to the Administrative Agent),
the Company will indemnify such Lender against any net loss (other than loss of Eurodollar Margin or profit) or expense which
such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits
or other funds acquired by such Lender to fund or maintain any Eurodollar Loan), as reasonably determined by such Lender, as a
result of (a) any payment, prepayment or conversion of any Eurodollar Loan of such Lender on a date other than the last day of
an Interest Period for such Loan (including any conversion pursuant to Section 8.3) or (b) any failure of a Borrower to
borrow, prepay or continue, or to convert any Loan into, a Eurodollar Loan on a date specified therefor in a notice of borrowing,
prepayment, continuation or conversion pursuant to this Agreement. For this purpose, all notices to the Administrative Agent pursuant
to this Agreement shall be deemed to be irrevocable.


 


8.5         Right
of Lenders to Fund through Other Offices. Each Lender may, if it so elects, fulfill its commitment as to any Loan by causing
a foreign branch or affiliate of such Lender to make such Loan; provided that in such event for the purposes of this Agreement
such Loan shall be deemed to have been made by such Lender and the obligation of the applicable Borrower to repay such Loan shall
nevertheless be to such Lender and shall be deemed held by it, to the extent of such Loan, for the account of such branch or affiliate.


 


8.6         Discretion
of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall be
entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however,
that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained
each Eurodollar Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding
to such Interest Period and bearing an interest rate equal to the Eurodollar Rate for such Interest Period.


 






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8.7         Mitigation
of Circumstances; Replacement or Removal of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative
Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it
(and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any
obligation by a Borrower to pay any amount pursuant to Section 7.7 or 8.1 or (ii) the occurrence of any circumstance
of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in
clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company
and the Administrative Agent). Without limiting the foregoing, (x) each Lender will designate a different funding office if such
designation will avoid (or reduce the cost to the applicable Borrower of) any event described in clause (i) or (ii)
of the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise disadvantageous
to such Lender; and (y) if any Lender fails to notify the Company of any event or circumstance which will entitle such Lender
to compensation pursuant to Section 7.7 or 8.1 within 90 days after such Lender obtains knowledge (or reasonably
should have obtained knowledge) of such event or circumstance, then such Lender shall not be entitled to compensation from the
applicable Borrower for any amount arising prior to the date which is 90 days before the date on which such Lender demands payment
from the Company.


 


(b)       At
any time any Lender is an Affected Lender, the Company may replace such Affected Lender as a party to this Agreement with one
or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent, such bank(s) or financial
institution(s) to have Commitments in such amounts as shall be reasonably satisfactory to the Administrative Agent and, in the
case of an assignment of Facility A Revolving Commitments, each Swing Line Lender and each Issuing Lender (and upon notice from
the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment,
its Loans, its Note (or Notes), its participation, if any, in Letters of Credit and Swing Line Loans and all of its other rights
and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum
of the principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and
unpaid fees thereon (including any non-use fees and Letter of Credit fees in the case of an assignment of Revolving Commitments),
any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the
end of an Interest Period therefor and all other obligations then owed to such Affected Lender hereunder). Each party hereto agrees
that (1) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment Agreement executed by
the Company, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment
Agreement by reference pursuant to a platform as to which the Administrative Agent and such parties are participants), (2) the
Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be
deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment,
the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably
requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto
and (3) in the case of any assignment resulting from a Lender that has become the subject of a Bail-In Action, the assignee
shall be deemed to have taken assignment of all the interests, rights and obligations of the assigning Lender under this Agreement
without giving effect to the applicable Bail-In Action on such interests, rights and obligations.


 


In
addition to the foregoing, and notwithstanding any other provision of this Agreement to the contrary, if (A) (i) a Lender (or
its Participant) demands any payment pursuant to Section 8.1(a) and/or Section 8.1(b) and (ii) the payment
so demanded is disproportionately greater than the amount of compensation (if any) that the Company is generally obligated to
pay to other Lenders (and their Participants) arising out of the same event or circumstance giving rise to such demand (a “Trigger
Event”) or (B) a Lender is a Defaulting


 






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Lender,
then the Company may terminate such Lender’s Commitments hereunder, provided that (w) no Event of Default or
Unmatured Event of Default shall have occurred and be continuing at the time of such Commitment termination, (x) in the case of
clause (A), the Company concurrently terminates the Commitments of each other Lender that has made a demand for payment under
Section 8.1(a) and/or 8.1(b) that arises out of such Trigger Event and that is similarly disproportionate to the
amount the Company is generally obligated to pay to other Lenders arising out of such Trigger Event (together with such Lender,
each a “Demanding Lender”), (y) the Administrative Agent shall have consented to all such Commitment termination(s)
(such consent not to be unreasonably withheld or delayed, but may include consideration of the adequacy of the Company's liquidity)
and (z) each Demanding Lender or Defaulting Lender, as applicable, has been paid all amounts then due to it under this Agreement
and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such
termination without making ratable payments to any other Lender (other than, in the case of a Demanding Lender, another Demanding
Lender)). In no event shall the termination of a Demanding Lender’s Commitments in accordance with this paragraph impair
or otherwise affect the obligation of the Company to make the payments demanded by such Demanding Lender in accordance with Section 8.1(a)
and/or Section 8.1(b).


 


(c)      The
Administrative Agent agrees to promptly notify the Company upon any Lender becoming a Defaulting Lender (but the Administrative
Agent shall have no liability for any failure to give, or any delay in giving, any such notice).


 


8.8         Conclusiveness
of Statements; Survival of Provisions. Determinations and statements of any Lender pursuant to Section 8.1, 8.2,
8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods
in determining compensation under Sections 8.1 and 8.4, and the provisions of such Sections shall survive repayment
of the Loans, cancellation of the Notes, cancellation or expiration of the Letters of Credit and any termination of this Agreement.


 


SECTION
9.  REPRESENTATIONS AND WARRANTIES.


 


To
induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Loans and issue
or participate in Letters of Credit hereunder, the Company represents and warrants to the Administrative Agent and the Lenders
that:


 


9.1         Organization,
etc. The Company is a corporation duly organized, validly existing and in good standing (or equivalent status) under the laws
of the State of Wisconsin; each Subsidiary Borrower and Significant Subsidiary is duly organized, validly existing and in good
standing (or equivalent status) under the laws of the state of its organization; and the Company, each Subsidiary Borrower and
each Significant Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business makes such
qualification necessary (except to the extent the failure to be so qualified or in good standing could not reasonably be expected
to have a Material Adverse Effect) and has full power and authority to own its property and conduct its business as presently
conducted by it (except to the extent the failure to have such authority could not reasonably be expected to have a Material Adverse
Effect).


 


9.2         Authorization;
No Conflict. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party and the
borrowings hereunder are within the organizational powers of the Company and each Loan Party, have been duly authorized by all
necessary organizational action on the part of such Loan Party (including any necessary shareholder, partner or member action),
and do not and will not (a) contravene or conflict with, or result in a breach of, any provision of the certificate of incorporation,
partnership agreement, by-laws or other


 






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organizational
documents of the Company or any other Loan Party or (b) contravene or conflict with the Note Purchase Agreements; additionally,
each Loan Document has been duly executed and delivered by each Loan Party that is party thereto. The execution, delivery and
performance by each Loan Party of each Loan Document to which it is a party and the borrowings hereunder (a) have received all
necessary governmental and other third-party approvals (if any shall be required) and (b) do not and will not (i) violate any
provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company or any
other Loan Party and (ii) contravene or conflict with, or result in a Lien under, any material agreement, indenture, instrument
or other document which is binding on the Company or any other Loan Party, in each case other than any such failure to receive
approvals or any such violations, contraventions, conflicts or Liens that would not have a Material Adverse Effect.


 


9.3         Validity
and Binding Nature. Each Loan Document to which a Loan Party is a party is the legal, valid and binding obligation of such
Loan Party, enforceable against such Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws
affecting the enforceability of creditors’ rights generally and to general principles of equity.


 


9.4         Financial
Condition. The audited consolidated financial statements of the Company and its Subsidiaries dated December 30, 2017 attached
to Form 10-K filed with the SEC on February 27, 2018 were prepared in accordance with GAAP and present fairly, in all material
respects, the consolidated financial condition of the Company and its Subsidiaries as at such date and the results of their operations
for the period then ended.


 


9.5         No
Material Adverse Change. Since December 30, 2017, there has been no material adverse change in the financial condition, operations,
assets, business or properties of the Company and its Subsidiaries taken as a whole.


 


9.6         Litigation.
No litigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding
is pending or, to the Company’s knowledge, threatened in writing against the Company or any Subsidiary which could reasonably
be expected to (a) have a Material Adverse Effect, except as set forth in Schedule 9.6 or the Company’s report on
Form 10-K for the Fiscal Year ended December 30, 2017, the Company’s report on Form 10-Q for the Fiscal Quarter ended June
30, 2018 or on any current report on Form 8-K filed with the SEC after the date of such Form 10-Q and prior to the Restatement
Date; (b) materially and adversely affect the ability of the Company or any Subsidiary Guarantor to perform its obligations under
the Loan Documents; or (c) materially and adversely affect the rights and remedies of the Administrative Agent or the Lenders
under the Loan Documents. 


 


9.7         Ownership
of Properties. Each of the Company and each Significant Subsidiary owns good title to, or valid leasehold interests in, all
of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks,
trade names, service marks and copyrights), except where the failure to hold such title or interest, as applicable, could not
reasonably be expected to have a Material Adverse Effect.


 


9.8         Subsidiaries.
As of the Restatement Date, the Company has no Subsidiaries except those listed in Schedule 9.8.


 


9.9         Pension
Plans and Plan Assets. (a) During the twelve-consecutive-month period prior to the date of the execution and delivery of this
Agreement or the making of any Loan hereunder, (i) no steps have been taken to terminate any Pension Plan other than a “standard
termination” in accordance with Section 4041(b) of ERISA and (ii) no contribution failure has occurred with respect


 






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to
any Pension Plan sufficient to give rise to a lien securing a material amount under Section 303(k) of ERISA. No condition exists
or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to have a Material Adverse
Effect.


 


(b)      All
contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Company or any other
member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither
the Company nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred
any material withdrawal liability with respect to any such plan or received notice of any claim or demand for material withdrawal
liability or partial withdrawal liability from any such plan; and neither the Company nor any member of the Controlled Group has
received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to
avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less
than that required under Section 412 of the Code, that any such plan is or may be involuntarily terminated, or that any such plan
is or may become insolvent; except, in each case under this clause (b), to the extent that the facts and circumstances
causing such representation and warranty to be inaccurate could not reasonably be expected to have a Material Adverse Effect.


 


(c)      Neither
the Company nor any other Borrower is or will be using ‘plan assets’ (within the meaning of the Plan Asset Regulation)
of one or more Benefit Plans to repay or secure any of the Loans, the Letters of Credit or any other obligations under the Loan
Documents.


 


9.10       Investment
Company Act. Neither the Company nor any Subsidiary is an “investment company” or a company “controlled”
by an “investment company”, within the meaning of the Investment Company Act of 1940.


 


9.11       Regulation
U. The Company is not engaged principally, or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying Margin Stock.


 


9.12       Taxes.
Each of the Company and each Subsidiary has filed all federal tax returns and other material tax returns and tax reports required
by law to have been filed by it and has paid all Taxes and governmental charges due and owing, except (i) any such Taxes or charges
which are being diligently contested in good faith by appropriate action and for which adequate reserves in accordance with GAAP
shall have been set aside on its books or (ii) where such failure to file or pay would not have a Material Adverse Effect. 


 


9.13       Environmental
Matters. The Company conducts, in the ordinary course of business (in a manner sufficient to enable the Company to make the
representation and warranty set forth in this Section 9.13), a review of the effect of existing Environmental Laws and
existing Environmental Claims on its business, operations and properties, and as a result thereof, the Company has reasonably
concluded that, the aggregate effect of such Environmental Laws and Environmental Claims, excluding those specifically disclosed
in Schedule 9.13, could not reasonably be expected to have a Material Adverse Effect.


 


9.14       Information.
All information heretofore or contemporaneously herewith furnished in writing by the Company or any Subsidiary to the Administrative
Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all
written information hereafter furnished by or on behalf of the Company or any Subsidiary to any Lender pursuant hereto or in connection
herewith will be, true and accurate in every material respect on the date as of which such information is dated or certified,
and, taken as a whole, none of such information is or will be incomplete by omitting to state any material fact necessary to make
such


 






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information
not misleading in light of the circumstances under which made (it being recognized by the Administrative Agent and the Lenders
that (a) any projections and forecasts provided by the Company are based on good faith estimates and assumptions believed by the
Company to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period
or periods covered by any such projections and forecasts will likely differ from projected or forecasted results and (b) any information
provided by the Company or any Subsidiary with respect to any Person or assets acquired or to be acquired by the Company or any
Subsidiary shall, for all periods prior to the date of such Acquisition, be limited to the knowledge of the Company or the acquiring
Subsidiary after reasonable inquiry).


 


9.15       [Reserved].


 


9.16       Subsidiary
Borrower Supplements. For as long as any Subsidiary shall be a Subsidiary Borrower, the representations and warranties of
such Subsidiary in such Subsidiary Borrower’s Subsidiary Borrower Supplement are true and correct in all material respects
as of the date such representations and warranties are made or deemed to be made.


 


9.17       Anti-Corruption.
(a) None of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any of their respective senior officers,
directors or employees has (i) made or offered to make or received any direct or indirect payments in violation of any applicable
law (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), including any contribution, payment, commission,
rebate, promotional allowance or gift of funds or property or any other economic benefit or thing of value to or from any employee,
official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance,
gift or other economic benefit or thing of value, or the purpose thereof, was illegal under any applicable law (including the
United States Foreign Corrupt Practices Act), or (ii) provided or received any product or services in violation of any applicable
law (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010).


 


(b)
The Company and its Subsidiaries have implemented and maintain in effect policies and procedures designed to promote and achieve
compliance in all material respects with Anti-Corruption Laws, and, to the knowledge of the Company, its Subsidiaries and its
officers, directors and employees, are in compliance with Anti-Corruption Laws in all material respects.


 


9.18       Sanctions.
(a) None of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any of their respective senior officers,
directors or other employees is the subject of any sanctions administered by the Office of Foreign Assets Control of the United
States Department of the Treasury or the economic or financial sanctions or trade embargoes imposed, administered or enforced
from time to time by United Nations Security Council, the European Union or Her Majesty’s Treasury or the United Kingdom
(collectively “Sanctions”). None of the Company or any of its Subsidiaries or, to the knowledge of the Company
or its Subsidiaries, any director, officer or employee of the Company, the Borrower or any Subsidiary (i) is a person on the list
of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list of designated persons
maintained by the U.S. Department of State or by the United Nations Security Counsel or the European Union or (ii) is subject
to any Sanctions. No part of the proceeds of the Loans will be used directly or, to the knowledge of the Company, indirectly in
any manner that would result in a violation of any such Sanctions.


 


(b)
The Company and its Subsidiaries have implemented and maintain in effect policies and procedures designed to promote and achieve
compliance in all material respects with applicable


 






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Sanctions,
and, to the knowledge of the Company, its Subsidiaries and its officers, directors and employees, are in compliance with applicable
Sanctions in all material respects.


 


9.19       USA
PATRIOT Act. The Company and each of its Subsidiaries are in compliance in all material respects with the USA PATRIOT Act.


 


9.20       EEA
Financial Institution. No Loan Party is an EEA Financial Institution. 


 


SECTION
10.       COVENANTS.


 


Until
the expiration or termination of the Commitments and thereafter until all obligations of the Company hereunder and under the other
Loan Documents (other than any contingent indemnification or similar obligations not yet due and payable) are paid in full and
all Letters of Credit (other than any Supported Letter of Credit) have been terminated, the Company agrees that, unless at any
time the Required Lenders shall otherwise expressly consent in writing, it will:


 


10.1       Reports,
Certificates and Other Information. Furnish to the Administrative Agent:


 


10.1.1       Audit
Report. Promptly when available, and in any event not later than the earlier of (a) five Business Days after the filing
thereof with the SEC and (b) 105 days after the end of each Fiscal Year, a copy of the audited consolidated balance
sheet of the Company and its consolidated Subsidiaries for such Fiscal Year together with audited consolidated statements of earnings
and cash flows for such Fiscal Year, accompanied by the report of Deloitte & Touche LLP or another nationally-recognized independent
registered public accounting firm (the “Independent Auditor”), which report shall (i) state that such
consolidated financial statements present fairly, in all material respects, the financial position for the periods indicated in
conformity with GAAP and (ii) not be qualified or limited because of a restricted or limited examination by the Independent
Auditor of any material portion of the Company’s or any Subsidiary’s records; provided that (x) if such
report of the Independent Auditor is a combined report (that is, one report containing an opinion on such consolidated financial
statements, an opinion on internal controls over financial reporting and an opinion on management’s assessment of internal
controls over financial reporting), then such report may include a qualification or limitation relating to the Company’s
system of internal controls over financial reporting due to the exclusion of any acquired business from the scope of management’s
assessment of internal controls over financial reporting to the extent such exclusion is permitted under provisions published
by the Public Company Accounting Oversight Board, the SEC or another applicable Governmental Authority, and (y) such report
may contain references (excluding formal qualifications) regarding audits performed by other auditors as contemplated by AU Section
543, Part of Audit Performed by Other Independent Auditors (or any successor or similar standard under GAAP. 


 


10.1.2       Quarterly
Reports. Promptly when available, and in any event not later than (a) five Business Days after the filing thereof with the
SEC and (b) 45 days after the end of each Fiscal Quarter (except the last Fiscal Quarter of each Fiscal Year), consolidated balance
sheets of the Company and its consolidated Subsidiaries as of the end of such Fiscal Quarter, together with consolidated statements
of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending
on the last day of such Fiscal Quarter, certified by an Executive Officer as fairly presenting in all material respects, in accordance
with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), the consolidated financial position and
results of operations for the Company and its consolidated Subsidiaries for such periods.


 


10.1.3       Certificates.
Contemporaneously withWithin
five days of the furnishing of a copy
of each annual audit report pursuant to Section 10.1.1 and of each set of quarterly statements pursuant to Section 10.1.2,
a duly completed compliance certificate in the form of Exhibit B, with appropriate


 






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insertions,
dated the date of such annual report or such quarterly statements and signed by an Executive Officer, containing a computation
of each of the financial ratios and restrictions set forth in Section 10.6 and to the effect that such officer has not
become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such
event, describing it and the steps, if any, being taken to cure it.


 


10.1.4       Reports
to SEC and to Shareholders. Within 15 days after the filing or sending thereof, copies of all reports on Form 10-K, 10-Q or
8-K (including any amendment thereto) of any Loan Party filed with the SEC (excluding exhibits thereto, provided that the Company
shall promptly deliver any such exhibit to the Administrative Agent or any Lender upon request therefor); copies of all registration
statements of any Loan Party filed with the SEC (other than on Form S-8); and copies of all proxy statements or other communications
made to shareholders generally concerning material developments in the business of any Loan Party.


 


10.1.5       Notice
of Default, Litigation and ERISA Matters. Promptly upon any Executive Officer becoming aware of any of the following, written
notice describing the same and the steps being taken by the Company or the Subsidiary affected thereby with respect thereto:


 


(a)      the
occurrence of an Event of Default or an Unmatured Event of Default;


 


(b)      any
litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Company to the Lenders which
has been instituted or, to the knowledge of the Company, is threatened in writing against the Company or any Subsidiary or to
which any of the properties of any thereof is subject which could reasonably be expected to have a Material Adverse Effect;


 


(c)      the
institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan other than a
“standard termination” in accordance with Section 4041(b) of ERISA, or the failure of any member of the Controlled
Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a lien under Section
303(k) of ERISA) or to any Multiemployer Pension Plan (in each case if such failure could reasonably be expected to have a Material
Adverse Effect), or the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the
requirement that the Company furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event
with respect to any Pension Plan or Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect,
or any notice that any Multiemployer Pension Plan is in reorganization, that material increased contributions may be required
to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less
materially than that required under Section 412 of the Code, that any such plan is or may be involuntarily terminated, or that
any such plan is or may become insolvent;


 


(d)      any
Loan Party becomes an entity deemed to hold Plan Assets; and


 


(e)      any
other event which could reasonably be expected to have a Material Adverse Effect.


 


10.1.6       Other
Information. From time to time such other information concerning the Company and its Subsidiaries (including financial and
management reports submitted to the Company by independent auditors in connection with each annual or interim audit made by such
auditors of the books of the Company) as the Administrative Agent or any Lender through the Administrative Agent may reasonably
request.


 






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Documents
required to be delivered pursuant to Section 10.1.1, 10.1.2 or 10.1.4 (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have
been delivered on the date (i) on which the Company posts such documents, or provides a link thereto, on the Company’s website
on the Internet at the website address listed on Schedule 14.3 or on EDGAR (the Electronic Data Gathering, Analysis and
Retrieval system of the SEC) or any successor thereto; or (ii) on which such documents are posted on the Company’s behalf
on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that, except in the case of any filing
on EDGAR or any successor thereto, the Company shall notify (which may be by facsimile or electronic mail) the Administrative
Agent (which shall notify each Lender) of the posting of any such document and, promptly upon request by the Administrative Agent,
provide to the Administrative Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically
requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain
copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company
with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents.


 


The
Company hereby acknowledges that (a) the Lead Arrangers and/or the Administrative Agent will make available to the Lenders and
the Issuing Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower
Materials”) to Lenders and potential Lenders by posting the Borrower Materials on an electronic system, including e-mail,
e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other internet or extranet-based site, whether such electronic
system is owned, operated or hosted by the Administrative Agent and any of its respective Related Persons or any other Person,
providing for access to data protected by passcodes or other security system (the “Platform”) and (b) certain
of the Lenders or potential Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company
hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be
distributed to the Public Lenders and that (w) all Borrower Materials that are made available to Public Lenders shall be clearly
and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to
have authorized the Lead Arrangers, the Administrative Agent, the Lenders and the proposed Lenders to treat such Borrower Materials
as not containing any material non-public information with respect to the Company or its securities for purposes of United States
Federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality
requirements of Section 14.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Investor;” and (z) the Lead Arrangers and the Administrative
Agent shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on, and shall
only post such Borrower Materials on, the portion of the Platform not designated “Public Investor”. Notwithstanding
the foregoing, the Company shall be under no obligation to mark any Borrower Materials “PUBLIC”.


 


Any
Platform used by the Administrative Agent is provided “as is” and “as available”. The Agent-Related Persons
do not warrant the adequacy of such Platform and expressly disclaim liability for errors or omissions in the Communications. No
warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose,
non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent-Related Persons in
connection with the Communications or any Platform. In no event shall any Agent-Related Persons have any liability to the Company
or the other Loan Parties, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the either Company’s,
any Loan Party’s or the Administrative


 






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Agent’s
transmission of communications through a Platform, other than those arising from direct (and not indirect, special, incidental
or consequential) damages, losses or expenses (whether in tort, contract or otherwise) to the extent the liability of such Person
is found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from any Agent Related Persons’
gross negligence or willful misconduct. “Communications” means, collectively, any notice, demand, communication,
information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions
contemplated therein which is distributed by the Administrative Agent or any Lender by means of electronic communications pursuant
to this Section, including through a Platform.


 


If
any financial materials and related certificates required to be delivered pursuant to Section 10.1.1, 10.1.2,
10.1.3 or 10.1.4 shall be required to be delivered pursuant to the terms of such Section(s) on a day that is not
a Business Day, the required date for such delivery shall be extended to the next succeeding Business Day.


 


10.2       Books,
Records and Inspections. (a) Keep, and cause each Subsidiary to keep, its books and records
in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP;
(b) permit, and cause each Significant Subsidiary to permit, the Administrative Agent (which may be accompanied by any Lender
other than any Disqualified Lender) or any representative thereof upon reasonable prior notice to inspect the properties and operations
of the Company and of such Significant Subsidiary; and (c) permit, and cause each Significant Subsidiary to permit, at any reasonable
time during normal business hours and with reasonable notice, the Administrative Agent (which may be accompanied by any Lender
other than any Disqualified Lender) or any representative thereof to visit any or all of its offices, to discuss its financial
matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss
such financial matters with the Administrative Agent (which may be accompanied by any Lender other than any Disqualified Lender)
or any representative thereof, provided that the Company shall have the right to be present at any such discussions), to
examine (and photocopy extracts from) any of its books or other financial or operating records, provided that, unless an
Event of Default exists, the costs and expenses associated with any visit or inspection made pursuant to clause (b) or
(c) shall be for the account of the Administrative Agent (or, if acting upon the request of or accompanied by any Lender,
such Lender). Notwithstanding anything to the contrary in this Section 10.2, none of the Company or any of its Subsidiaries
will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document,
information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in
respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is
prohibited by any applicable legal requirement or any binding agreement or (iii) is subject to attorney-client or similar
privilege or constitutes attorney work product.


 


10.3       Insurance.
Except to the extent failure to be so insured could not reasonably be expected to have a Material Adverse Effect, maintain, and
cause each Significant Subsidiary to maintain, with responsible insurance companies, such insurance as may be required by any
law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against
such hazards and liabilities, as is customarily maintained by companies similarly situated; provided that self-insurance
of risks and in amounts customary in the industry of the Company and its Significant Subsidiaries shall be permitted.


 


10.4       Compliance
with Laws; Payment of Taxes. (a) Comply, and cause each Subsidiary to comply, with all
applicable laws (including Environmental Laws and ERISA), rules, regulations, decrees, orders, judgments, licenses and permits,
except to the extent the failure to comply therewith,


 



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either
individually or in the aggregate with all other such failures, could not reasonably be expected to have a Material Adverse Effect;
and (b) pay, and cause each Subsidiary to pay, prior to delinquency, all federal Taxes and all other material Taxes and governmental
charges against it or any of its property; provided that the foregoing shall not require the Company or any Subsidiary
to pay any such Tax or charge (i) so long as it shall contest the validity thereof in good faith by appropriate action and shall
set aside on its books adequate reserves with respect thereto or (ii) if failure to pay the same could not reasonably be expected
to have a Material Adverse Effect.


 


10.5       Maintenance
of Existence, etc. Maintain and preserve, and (subject to Section 10.9) cause each Subsidiary
Borrower and each Significant Subsidiary to maintain and preserve, (a) its existence and good standing (or equivalent status)
in the jurisdiction of its incorporation and (b) its qualification and good standing (or equivalent status) as a foreign corporation
in each jurisdiction where the nature of its business makes such qualification necessary (except in those instances in which the
failure to be qualified or in good standing (or equivalent status) could not reasonably be expected to have a Material Adverse
Effect).


 


10.6       Financial
Covenants.


 


10.6.1       Funded
Debt to EBITDA Ratio. Not(a)
Subject to clause (b) below, not permit
the Funded Debt to EBITDA Ratio as of the last day of each Fiscal Quarter ending after the Restatement Date to exceed 3.75 to
1.00. Notwithstanding the foregoing, during the Transition Period in respect of any Covenant Holiday Acquisition, the ratio of
Funded Debt to EBITDA may exceed 3.75 to 1.00, but in no event shall such ratio of Funded Debt to EBITDA exceed 4.00 to 1.00;
provided that (i) if during such Transition Period in respect of a Covenant Holiday Acquisition the ratio of Funded
Debt to EBITDA exceeds 3.75 to 1.00, the “Eurodollar Margin”, “L/C Fee Rate” and “Base Rate Margin”
set forth in Level V of Schedule 1.1 shall each be increased by 0.25% per annum until the Company has delivered a certificate
of an Executive Officer demonstrating that such ratio is no more than 3.75 to 1.00, (ii) only two Covenant Holiday Acquisitions
may be designated over the life of this Agreement and (iii) there shall be at least two full consecutive Fiscal Quarters
ended after the Transition Period in respect of a Covenant Holiday Acquisition prior to the Company being able to designate a
second Covenant Holiday Acquisition. 


 


(b)
If the Funded Debt to EBITDA Ratio, calculated on a pro forma basis, exceeds 3.00 to 1.00, on the PMC Acquisition Closing Date,
clause (a) above shall cease to be in effect and the Company shall not permit the Funded Debt to EBITDA Ratio as of the last day
of each Fiscal Quarter ending on or after the PMC Acquisition Closing Date to exceed 4.50 to 1.00. 


 


10.6.2       Interest
Coverage Ratio. Not permit the Interest Coverage Ratio as of the last day of the first full Fiscal Quarter ended after the
Restatement Date, and the last day of any Fiscal Quarter ended thereafter, to be less than 3.00 to 1.0.


 


Notwithstanding
anything in this Agreement to the contrary, to the extent there are any amounts outstanding under the Note Purchase Agreements
(including any refinancing of the principal amount thereof, modification or amendment thereof) and such Note Purchase Agreements
contain total leverage and/or interest coverage covenants (including the component definitions thereof, the “Notes Financial
Covenants”) that, after giving effect to any consent, waiver or modification thereto by the holders thereunder, are
more favorable to the holders thereunder than the financial covenants (including the component definitions thereof) set forth
above in this Section 10.6 (the “Bank Financial Covenants”) are to the Lenders, such more favorable
Notes Financial Covenants shall be deemed incorporated by reference into this Section 10.6 and shall apply in lieu of the
financial maintenance covenants set forth above. When any compliance certificate is delivered pursuant to Section 10.1.3
for a Fiscal Year or Fiscal Quarter ended on a date when this paragraph applied, in addition to calculating the ratios required
by the Bank Financial


 






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Covenants,
such compliance certificate shall contain computations in respect of the Notes Financial Covenants and a demonstration of compliance
therewith.


 


10.7       Limitations
on Debt. Not, and not permit any Significant Subsidiary to, create, incur, assume or suffer
to exist any Debt, except:


 


(a)       Debt
arising under the Loan Documents;


 


(b)       Debt
incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) obligations under
Capital Leases and (ii) Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior
to the acquisition thereof (and not incurred in contemplation of such acquisition); provided that (x) such Debt is incurred
prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction
or improvement, as the case may be and (y) such Debt does not exceed the cost of such asset as of the date of such acquisition
or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be;


 


(c)       Debt
secured by Liens permitted by Section 10.8(c), (f) or (k);


 


(d)       Debt
(or any undrawn commitment therefor) existing on the Restatement Date and listed in Schedule 10.7;


 


(e)       refinancings,
extensions or renewals of any of the foregoing Debt or any Debt incurred pursuant to clause (m) below to the extent the
principal amount thereof is not increased except by (A) an amount equal to unpaid accrued interest and premiums (including
tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including
upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, extension
or renewal (including extensions, renewals or replacements of guarantees in respect of such Debt as so refinanced, extended or
renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable
Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing;


 


(f)       Subordinated
Debt;


 


(g)       Hedging
Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation and Debt in respect
of overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash
management and similar arrangements, in each case in the ordinary course of business;


 


(h)       Debt
of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof;


 


(i)       Debt
of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit;


 


(j)       Debt
arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice;


 


(k)       other
unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such
Debt shall not at the time of incurrence thereof exceed the greater of (i) $250,000,000 (and
on or after the PMC Acquisition Closing Date, $450,000,000) and
(ii) 5%


 






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of
the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which
financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2;


 


(l)       Securitization
Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations
the greater of (i) $150,000,000 (and
on or after the PMC Acquisition Closing Date, $250,000,000) and
(ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently
ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2;


 


(m)       Debt
arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor
Agreement); provided that, at the time of incurrence of Debt described in this clause (m) after the Restatement
Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16,
any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of
the Company’s obligations hereunder pursuant to this clause (m) and clause (o) below shall not in the aggregate exceed 15%
of consolidated total assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended
for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2;


 


(n)       Suretyship
Liabilities of the Company with respect to Debt of any Significant Subsidiary permitted hereunder; and


 


(o)       other
unsecured Debt of the Company, any Guarantor or Foreign Subsidiaries that are Significant Subsidiaries; provided that,
at the time of incurrence of Debt described in this clause (o) after the Restatement Date, the Company is in pro forma
compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing;
provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations
hereunder pursuant to this clause (o) and clause (m) above shall not in the aggregate exceed the greater of (i) $700,000,000 (and
on or after the PMC Acquisition Closing Date, $900,000,000) and
(ii) 15% of consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended
for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2.;
and


 


(p)       PMC
Debt; provided that (i) (x) so long as any PMC Spinco Debt is outstanding and PMC Spinco is a Subsidiary, PMC Spinco and any Subsidiary
of PMC Spinco that guarantees the PMC Spinco Debt shall be a Subsidiary Guarantor and (ii) so long as any PMC Acquisition Debt
is outstanding, any Subsidiary that guarantees the PMC Acquisition Debt shall be a Subsidiary Guarantor, (ii) each of the PMC
Spinco Debt and PMC Acquisition Debt arises under an Additional Obligations Agreement (as defined in the Intercreditor Agreement)
and (iii) such PMC Debt, if secured, is secured only by Liens permitted by Section 10.8(m).


 


10.8       Liens.
Not, and not permit any Significant Subsidiary to, create or permit to exist any Lien on any of its real or personal properties,
assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:


 


(a)       Liens
for Taxes or other governmental charges not at the time delinquent for more than 90 days or thereafter payable without penalty
or being contested in good faith by appropriate action and, in each case, for which it maintains adequate reserves, provided
that no notice of lien has been filed or recorded under the Code;


 


(b)       Liens
arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar
Liens imposed by law and (ii) Liens incurred in connection with worker’s compensation, unemployment compensation and other
types of social security


 






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(excluding
Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue
or being contested in good faith by appropriate action and not involving borrowed money, and, in each case, for which it maintains
adequate reserves;


 


(c)       Liens
identified in Schedule 10.8 and any refinancing, renewal, extension or replacement of any such Lien (to the extent the
aggregate principal amount of the Debt or other obligation secured thereby is not increased and so long as the scope of the property
subject to such Lien is not increased);


 


(d)       attachments,
appeal bonds, judgments and other similar Liens arising in connection with court proceedings to the extent such attachments, appeal
bonds, judgments and other similar Liens do not constitute an Event of Default pursuant to Section 12.1.7;


 


(e)       leases
or subleases or licenses or sublicenses granted to others in the ordinary course of business, easements, rights of way, restrictions,
minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct
of the business of the Company or any Significant Subsidiary;


 


(f)       Liens
on property of a Person immediately prior to its being consolidated with or merged into the Company or a Significant Subsidiary
or otherwise becoming a Significant Subsidiary and Liens on assets existing at the time of acquisition (by merger or otherwise)
of such property by the Company or a Significant Subsidiary, in each case not created in contemplation thereof, provided
that such Liens do not extend to or cover additional types of assets, and, in each case, any refinancing, renewal, extension or
replacement of any such Lien (to the extent the aggregate principal amount of the Debt or other obligation secured thereby is
not increased and so long as the scope of the property subject to such Lien is not increased);


 


(g)       Liens
securing Debt permitted by Section 10.7(b) or any refinancing, renewal, extension or replacement thereof (to the extent
the aggregate principal amount of such Debt is not increased); provided that such Lien attaches solely to the property
so acquired, constructed or improved in such transaction (provided that individual financings under Section 10.7(b)
provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and
its Affiliates that are permitted by Section 10.7(b));


 


(h)       Liens
arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution and/or Liens arising
in the ordinary course of business with respect to deposit accounts relating to intercompany cash pooling, interest set-off and/or
sweeping arrangements; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject
to restrictions against access by the Company or the applicable Significant Subsidiary in excess of those set forth by regulations
promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to
such depository institution;


 


(i)       Liens
securing Securitization Obligations permitted by Section 10.7(l);


 


(j)       Liens
arising under any Loan Document;


 


(k)       any
other Lien securing obligations at the time of incurrence of any such obligations in an aggregate outstanding amount not exceeding
the greater of (i) $250,000,000 (and
on or after the PMC Acquisition Closing Date, $400,000,000) and
(ii) 10% of the consolidated tangible assets (calculated as of the end of the most recently ended Fiscal Year) of the Company
and its Subsidiaries;


 



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provided
that no Lien permitted under this clause (k) may secure any obligations under any Note Purchase Agreement or Additional
Obligations Agreement (as defined in the Intercreditor Agreement); and


 


(l)       Liens
on cash, cash equivalents and/or securities deposited in connection with the defeasance and/or discharge of Debt.;
and


 


(m)       Liens
securing Debt permitted by Section 10.7(p); provided that (i) such Liens extend solely to property and assets that secure the
Obligations, (ii) the Liens securing such Debt are pari passu or junior to the Liens securing the Obligations and (iii) a Pari
Passu Intercreditor Agreement is in full force and effect.


 


Any
Lien permitted above on any property may extend to the identifiable proceeds of such property.


 


10.9       Mergers,
Consolidations, Sales. Not, and not permit any other Loan Party to, be a party to any merger
or consolidation, make any Acquisition, purchase or otherwise acquire any partnership or joint venture interest in any other Person
(other than a Person that is, or becomes as the result of purchase or acquisition, a Subsidiary), or sell, transfer, convey or
lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for:


 


(a)       any
such merger or consolidation, sale, transfer, conveyance, lease or assignment (i) of or by any Loan Party into, with or to the
Company or another Loan Party, (ii) of or by any wholly-owned Subsidiary into the Company or any other Loan Party or into, with
or to any wholly-owned Domestic Subsidiary, (iii) of or by any wholly-owned Foreign Subsidiary into any other wholly-owned Foreign
Subsidiary or (iv) of or by the Company into any wholly-owned Domestic Subsidiary (provided that (x) in each of the foregoing
clauses (i), (ii) and (iv), in the case of any such merger or consolidation to which the Company is a party, the Company is the
surviving or continuing entity and survives or continues, as the case may be, as the ultimate parent company in the Company’s
organizational structure and (y) subject to clause (x) above, in the case of clause (ii), in the case of any such merger or consolidation
to which a Subsidiary Guarantor is a party, the Subsidiary Guarantor is the surviving or continuing entity;


 


(b)       any
such purchase or other acquisition by any Loan Party of the assets or stock of any wholly-owned Subsidiary;


 


(c)       Permitted
Acquisitions and
the PMC Acquisition;


 


(d)       dispositions
of accounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to a Permitted
Securitization;


 


(e)       dispositions
of inventory and worn-out, obsolete or surplus equipment in the ordinary course of business and cash, cash equivalents and marketable
securities in the ordinary course of business;


 


(f)       dispositions
of accounts receivable with extended terms and dispositions of defaulted accounts receivable without credit recourse in transactions
that do not constitute securitizations, in each case in the ordinary course of business consistent with past practice of the Company
and its Significant Subsidiaries;


 


(g)       sales
and dispositions of assets (including stock of Subsidiaries) purchased in connection with (and as a direct result of) a Permitted
Acquisition;


 






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(h)       purchases
and other acquisitions of such partnership and joint venture interests so long as the aggregate amount of investments (net of
any cash returns thereon) in such partnerships and joint ventures (excluding any such investment existing or committed for on
the Restatement Date and listed on Schedule 10.9) does not, on the date any such investment is made, exceed 20% of the
consolidated tangible assets of the Company and its Subsidiaries;


 


(i)       sales
and dispositions of Equity Interests in any Lender acquired by virtue of any Bail-In Action or similar regulatory action; and


 


(j)       other
sales and dispositions of assets (including the stock of Subsidiaries) made for fair market value so long as (i) no Unmatured
Event of Default pursuant to Section 12.1.1 or Event of Default exists or would exist immediately after giving effect thereto,
(ii) in respect of any such sales or dispositions involving consideration of at least $10,000,000, at least 75% of such consideration
is in the form of cash or cash equivalents (it being understood and agreed that for purposes of this Section 10.9(j), each
of the following will be deemed to be cash: (A) any liabilities, as shown on the most recent consolidated balance sheet of the
Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations)
that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption or novation agreement
that releases the Company or such Subsidiary from further liability with respect thereto; (B) any securities, notes or other obligations
or assets received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary
into cash or cash equivalents within 180 days of the sale or disposition; and (C) Debt of any Subsidiary that ceases to be a Subsidiary
of the Company as a result of the sale or disposition to the extent that the Company and its Subsidiaries are released from any
guarantees of such Debt); and (iii) the Net Cash Proceeds of all such sales and dispositions are applied to prepay the Term Loans
pursuant to Section 6.2.4(a) to the extent required thereby.;
and


 


(k)       any
sale or disposition required by any applicable law, rule, regulation, or Governmental Authority in connection with the consummation
of the PMC Acquisition which such sale or disposition shall be for fair market value.


 


For
the avoidance of doubt, the granting of a Lien to secure the repayment of Debt or other obligations shall not, in and of itself,
constitute a conveyance or transfer of assets pursuant to this Section 10.9.


 


10.10       Use
of Proceeds. Use the proceeds of the Loans and Letters of Credit solely, (a) in the case of
the Term Loans (i) to pay fees, costs and expenses associated with the Transactions and (ii) for general corporate purposes and
(b) in the case of Revolving Loans and Letters of Credit, for capital expenditures, working capital and other general corporate
purposes (including Permitted Acquisitions), and, in each case not use the proceeds of the Loans, directly or indirectly, to purchase
or carry Margin Stock in a manner that violates Regulation U or Regulation X of the FRB. None of the proceeds will be used or
distributed, directly or, to the knowledge of the Company, indirectly, for the purpose of financing the activities of any person
currently subject to any applicable Sanctions or in violation of Sanctions. None of the proceeds will be used or distributed,
directly or, to the knowledge of the Company, indirectly, for the purposes of facilitating activities in violation of applicable
Anti-Corruption Laws.


 


10.11       Further
Assurances. Take, execute and deliver, and cause each applicable Subsidiary to take, execute
and deliver, any and all such further acts and agreements as the Administrative Agent or the Required Lenders may reasonably request
from time to time in order to ensure that (a) the obligations of each Subsidiary Borrower hereunder and under the other Loan Documents
are guaranteed (i) pursuant to Section 15 by the Company and (ii) if such Subsidiary Borrower is a Foreign Subsidiary,
by each Foreign Subsidiary that is a Significant Subsidiary (except to the extent


 






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(x)
such guaranty by such Foreign Subsidiary would result in adverse tax consequences (other than insignificant adverse tax consequences)
to the Company or (y) such Foreign Subsidiary would not be able to issue such guaranty under applicable law without undue expense
or other adverse consequences (other than insignificant adverse consequences)) and (b) the obligations of the Company and the
Subsidiary Borrowers hereunder and under the other Loan Documents are guaranteed by each Domestic Subsidiary (except to the extent
that that the failure of any Subsidiary to so guaranty the obligations of the Company and the Subsidiary Borrowers would not result
in a breach of Section 10.16); and deliver, or cause the applicable Subsidiary Guarantor to deliver, to the Administrative
Agent such documents as the Administrative Agent (or the Required Lenders acting through the Administrative Agent) may reasonably
request (including opinions of counsel) to confirm that (i) the guarantee of the Company pursuant to Section 15 is the
legal, valid and binding obligation of the Company and (ii) the Subsidiary Guaranty is the legal, valid and binding obligation
of each Subsidiary Guarantor.


 


10.12       Transactions
with Affiliates. Not, and not permit any other Loan Party to, enter into, or cause, suffer or
permit to exist any transaction, arrangement or contract with any of its other Affiliates (other than another Loan Party or any
wholly-owned Subsidiary) which is on terms, taken as a whole, which are less favorable than are obtainable from any Person which
is not one of its Affiliates under comparable circumstances, provided that this Section 10.12 shall not prohibit:


 


(a)       capital
contributions and distributions with respect to the equity interests of the Company or such Loan Party in the ordinary course
of business or any other capital contribution to the Company;


 


(b)       any
employment or severance agreement and any amendment thereto entered into by the Company or any other Loan Party in the ordinary
course of business;


 


(c)       the
payment of reasonable directors’ fees and benefits;


 


(d)       the
provision of officers’ and directors’ indemnification and insurance in the ordinary course of business to the extent
permitted by applicable law;


 


(e)       non-interest
bearing (or below-market interest-bearing) intercompany loans or other advances in the ordinary course of business and consistent
with past practice;


 


(f)       the
payment of employee salaries, bonuses and employee benefits in the ordinary course of business;


 


(g)       sales
or leases of goods to Affiliates in the ordinary course of business for less than fair market value, but for not less than cost;
or


 


(h)       any
transaction permitted under Section 10.7 (provided that no Loan Party may forgive Debt owing to it by an Affiliate
that is not a Loan Party or a wholly-owned Subsidiary) or 10.9.


 


10.13       Employee
Benefit Plans. Maintain, and cause each Subsidiary to maintain, each Pension Plan in compliance
with all applicable requirements of law and regulations, except to the extent non-compliance could not reasonably be expected
to have a Material Adverse Effect.


 


10.14       Environmental
Laws. Conduct, and cause each Subsidiary to conduct, its operations and keep and maintain its
property in compliance with all Environmental Laws, except to the extent non-compliance, could not reasonably be expected to have
a Material Adverse Effect.


 






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10.15       ”“Know
Your Customer” and Beneficial Ownership Regulation Documentation.
Promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent
or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and
regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.


 


10.16       Non-Guarantor
Domestic Subsidiaries. Not later than the date on which the Company delivers a certificate pursuant
to Section 10.1.3 in respect of the last day of each applicable quarter or year end of the Company, take all steps necessary
to ensure that, by such delivery date and calculated as of the last day of each applicable quarter or year end of the Company
for which such certificate was delivered, Domestic Subsidiaries (other than Excluded Subsidiaries) that, together with the Company,
account for (i) not less than 80% of the total assets of the Company and its Domestic Subsidiaries (other than Excluded Subsidiaries)
as of the last day of such quarter or year ended immediately prior to the date of determination and (ii) not less than 80% of
the total revenues of the Company and its Domestic Subsidiaries (other than Excluded Subsidiaries) for the 12-month period ending
on the last day of the quarter or year ended immediately prior to the date of determination (in each case excluding assets and
revenues of any Subsidiary or business unit that has been divested or liquidated on or prior to any date of determination and
after giving effect to the elimination of intercompany items) for which financial statements have been delivered pursuant to Section
10.1.1 or 10.1.2, are parties to the Subsidiary Guaranty (the thresholds in the foregoing clauses (i) and (ii),
together, the “Minimum Guarantor Threshold”); provided that no default shall occur under this Section
10.16 if, notwithstanding the Minimum Guarantor Threshold, all Domestic Subsidiaries (other than Excluded Subsidiaries) as
of such date of determination are parties to the Subsidiary Guaranty. Without limiting the foregoing, if any Subsidiary guarantees,
or is required by the terms of any Note Purchase Agreement or any Senior Note to guarantee, Debt in respect of any Note Purchase
Agreement and/or any Senior Note (such Subsidiary, a “Note Subsidiary Guarantor”), then either (i) the Noteholders
and the Administrative Agent shall be party to (A) the Intercreditor Agreement or (B) an intercreditor agreement governing payments
among such Noteholders and the Lenders that is on terms no less favorable to the Lenders than the terms set forth in the Intercreditor
Agreement or (ii) the Note Subsidiary Guarantors shall have executed a Subsidiary Guaranty in favor of the Administrative Agent
and Lender Parties (as defined in Exhibit C); provided that the provisions of this Section 10.16 shall cease to be effective
(and thereafter no Subsidiary shall be obligated to guarantee the Company’s obligations hereunder) on the first date after
the date hereof on which the Company achieves a corporate or similar rating of BBB or better by S&P and Baa2 or better
by Moody’s and has confirmed the same in writing to the Administrative Agent so long as prior to or concurrently
with such release, either (i) the Noteholders release such Subsidiaries as guarantors under the applicable Note Purchase Agreements
or (ii) the Noteholders and the Administrative Agent are party to (A) the Intercreditor Agreement or (B) an intercreditor agreement
governing payments among the Noteholders and the Lenders that is on terms no less favorable to the Lenders than the terms set
forth in the Intercreditor Agreement; provided that no default shall occur under this Section 10.16 if, notwithstanding
the Minimum Guarantor Threshold, all Domestic Subsidiaries (other than Excluded Subsidiaries) guaranty the obligations and provide
to the Lenders, in the case of Domestic Subsidiaries that are Significant Subsidiaries, customary legal opinions in connection
therewith. Any
requirements under this Section 10.16 to have in effect an intercreditor agreement (including the Intercreditor Agreement) shall
be subject to the provisions of Section 10.17.


 


10.17       Intercreditor
Agreement. Not permit any Subsidiary to have any bank credit facility or other Designated Debt
agreement or instrument (a “Designated Debt Agreement”) (or any Suretyship Liability with respect to any Designated
Debt Agreement of the Company or any other Subsidiary Guarantor) that could permit unsecured Designated Debt to be outstanding
thereunder in an aggregate principal amount in excess of 10% of consolidated total assets of the Company and its 


 






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Subsidiaries
as of the end of the most recent Fiscal Quarter as to which the Company has delivered financial statements pursuant to Section
10.1 at the time the applicable Designated Debt Agreement becomes effective (the “Threshold Debt Amount”),
unless each provider of such Designated Debt (and each beneficiary of any such Suretyship Liability and each such Subsidiary if
it is not already a party to the Intercreditor Agreement), becomes a party to the Intercreditor Agreement, in accordance with
the terms thereof. The following Designated Debt shall be excluded from the Threshold Debt Amount: (a) Designated Debt outstanding
under overdraft lines of credit incurred in the ordinary course of business, (b) Designated Debt of Subsidiaries listed on Schedule
10.7 and any renewals, extensions or replacements of such Debt to the extent that the principal amount thereof is not increased,
(c) secured Designated Debt of Subsidiaries, including Securitization Obligations, and (d) Designated Debt of Subsidiaries as
to which the providers of such Designated Debt (and beneficiaries of any related Suretyship Liability) are parties to the Intercreditor
Agreement. Notwithstanding the foregoing, this Section 10.17 shall not apply at any time that the Company and its
Subsidiaries have no additional outstanding Debt (other than Debt outstanding under this Agreement) that is subject to or required
(other
than as required under this Agreement) to
become subject to the Intercreditor Agreement (or any amendment and restatement or replacement thereof) and,
upon the written request of the Borrower, the Administrative Agent shall cause any then existing Intercreditor Agreement to be
terminated.


 


SECTION
11.  EFFECTIVENESS; CONDITIONS OF LENDING,
ETC.


 


11.1       Effectiveness.
Anything herein to the contrary notwithstanding, the amendment and restatement of the Existing Credit Agreement in the form of
this Agreement and the obligations of the Lenders to make Term Loans, and other Credit Extensions, on the Restatement Date shall
subject only to the following conditions precedent being satisfied (or waived in accordance herewith):


 


11.1.1       No
Default. No Event of Default or Unmatured Event of Default shall have then occurred and be continuing. 


 


11.1.2       Audited
and Unaudited Financial Statements. The Administrative Agent shall have received (a) GAAP audited consolidated balance
sheets and related statements of comprehensive income and cash flows of the Company for the last three fiscal years of the Company
to have been completed at least 90 days prior to the Restatement Date, and (b) GAAP unaudited consolidated balance sheets
and related statements of comprehensive income and cash flows of the Company for each subsequent fiscal quarter of the Company
ended at least 45 days before the Restatement Date.


 


11.1.3       Required
Consent. The Existing Required Lenders shall have consented to the Agreement. 


 


11.1.4       [Reserved].


 


11.1.5       Projections.
The Administrative Agent shall have received pro forma projections for the Company and its Subsidiaries through the 2022 fiscal
year.


 


11.1.6       “Know
Your Customer” Documentation. The Administrative Agent shall have received, at least three business days prior to the
Restatement Date, satisfactory documentation and other information about the Loan Parties requested by the Administrative Agent
(on behalf of itself or the Lenders) at least ten business days prior to the Restatement Date that is required (as reasonably
determined by the Administrative Agent) by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation the USA PATRIOT Act.


 






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11.1.7       Representations.
The representations and warranties of the Company and any other Loan Party set forth in this Agreement shall be true and correct
in all material respects with the same effect as if then made (except to the extent stated to relate to an earlier date, in which
case such representations and warranties shall be true and correct in all material respects as of such earlier date).


 


11.1.8       Opinion
of Counsel for the Loan Parties. The Administrative Agent shall have received the opinions of (a) Thomas E. Valentyn,
inside counsel to the Loan Parties and (b) Foley & Lardner LLP, counsel to the Loan Parties.


 


11.1.9       [Reserved].



 


11.1.10       
Other Documents. The Administrative Agent
shall have received corporate documents of the Loan Parties and officers’ and public officials’ certifications with
respect to the Loan Parties; evidence of the Loan Parties’ corporate authority, and a customary borrowing notice, including
customary incumbencies and an officer’s certificate certifying as to the satisfaction of the conditions in Sections 11.1.1
and 11.1.7.


 


11.1.11       
Payment of Fees and Expenses; Exiting Lenders.
Prior to or concurrently with the Restatement Date, the Company shall have paid (i) all fees, expenses and other amounts payable
by it under any separate letter agreements among the Company and the Persons identified on the facing page of this Agreement as
“Joint Lead Arrangers on or prior to the Restatement Date to the extent such amounts are invoiced at least two Business
Days prior to the Restatement Date, (ii) all accrued fees and interest payable to the Existing Lenders in respect of the Existing
Revolving Commitments and Existing Term Loans and (iii) all other amounts due to the Exiting Lenders (including the outstanding
principal amount of the Existing Revolving Loans and Existing Term Loans of such Exiting Lenders) in respect of Indebtedness outstanding
under the Existing Credit Agreement.


 


11.1.12       
Loan Documents. The Administrative Agent
(or its counsel) shall have received from the Company and each other Guarantor either (i) a counterpart of this Agreement and
the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative
Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed
such a counterpart.


 


Notwithstanding
anything in this Agreement to the contrary, the effectiveness of the amendment and restatement of the Existing Credit Agreement
will occur and the Loans will be available on the Restatement Date if the conditions set forth in this Section 11.1 are
satisfied (or waived in accordance herewith). The Administrative Agent shall provide written notice to the Company and the Lenders
of this Agreement becoming effective, which notice shall be conclusive and binding.


 


11.2       Conditions
to All Credit Extensions After the Restatement Date. The making of each Credit Extension after
the Restatement Date is subject to the conditions that the Restatement Date shall have occurred and, in the case of Loans, a notice
of borrowing shall have been delivered, and to the further conditions precedent that, both before and after giving effect to such
Credit Extension:


 


(a)       the
representations and warranties of the Company set forth in this Agreement (excluding Section 9.5, Section 9.6 and
Section 9.8) shall be true and correct in all material respects with the same effect as if then made (except to the extent
stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material
respects as of such earlier date); and


 


(b)       no
Event of Default or Unmatured Event of Default shall have then occurred and be continuing.


 






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11.3       Initial
Loans to a Subsidiary Borrower. The Lenders shall not be required to make Revolving Loans to
any Subsidiary Borrower unless (a) the conditions precedent set forth in Sections 11.1 and 11.2 have been satisfied
and (b) such Subsidiary Borrower has furnished to the Administrative Agent:


 


(i)       copies
of the resolutions of the board of directors (or similar governing body) of such Subsidiary Borrower authorizing the transactions
contemplated hereby, certified as of the date of the effectiveness of the applicable Subsidiary Borrower Supplement by the Secretary
or an Assistant Secretary or similar officer of such Subsidiary Borrower; 


 


(ii)       a
certificate of the Secretary or Assistant Secretary or similar officer of such Subsidiary Borrower certifying the names and true
signatures of the officers of such Subsidiary Borrower authorized to execute, deliver and perform, as applicable, this Agreement,
and all other Loan Documents to be delivered by it hereunder;


 


(iii)       the
articles or certificate of incorporation (or similar charter document) and the bylaws (or similar governing documents) of such
Subsidiary Borrower as in effect on the date of the effectiveness of the applicable Subsidiary Borrower Supplement, certified
by the Secretary or Assistant Secretary (or the general partner, member or manager, if applicable) of such Subsidiary Borrower
as of the date of the effectiveness of the applicable Subsidiary Borrower Supplement; 


 


(iv)       a
good standing certificate or certificate of status for such Subsidiary Borrower from the Secretary of State (or similar, applicable
Governmental Authority) of its jurisdiction of formation, to the extent such concept exists in such jurisdiction;


 


(v)       a
written opinion of counsel to such Subsidiary Borrower, addressed to the Administrative Agent and the Lenders and in substance
reasonably acceptable to the Administrative Agent; 


 


(vi)       a
fully executed Subsidiary Borrower Supplement with respect to such Subsidiary Borrower and a Note of such Subsidiary Borrower
for each Lender that has requested a Note pursuant to Section 3.1; 


 


(vii)       satisfactory
documentation and other information about the new Subsidiary Borrower requested prior to the initial Revolving Loans to such Subsidiary
Borrower by the Administrative Agent (on behalf of itself or the Lenders) that is required (as reasonably determined by the Administrative
Agent) by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the USA PATRIOT Act; and


 


(viii)       with
respect to any Subsidiary Borrower that is a Foreign Subsidiary, at least five days prior to making any initial Loan to such Subsidiary
Borrower, any such Subsidiary Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Subsidiary
Borrower.


 


SECTION
12.  EVENTS OF DEFAULT AND THEIR EFFECT.


 


12.1       Events
of Default. Each of the following shall constitute an Event of Default under this Agreement:


 


12.1.1       Non-Payment
of the Loans, etc. Default in the payment when due of the principal of any Loan or any reimbursement obligation with respect
to any Letter of Credit; or default, and continuance thereof for five days, in the payment when due of any interest, fee or other
amount payable by the Company hereunder or under any other Loan Document.


 






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12.1.2       Non-Payment
of Other Debt, etc. (a) Any default shall occur under the terms applicable to any Debt of the Company or any other Loan Party
(other than Debt hereunder) in an aggregate principal amount (for all such Debt so affected) exceeding $100,000,000 and such default
shall (i) consist of the failure to pay such Debt when due (subject to any applicable grace period), whether by acceleration or
otherwise, or (ii) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such
holder or holders, to cause such Debt to become due and payable prior to its expressed maturity; provided that this clause (a)
shall not apply to any default under Debt of a third party assumed in connection with a Permitted Acquisition if such default
is cured, or such Debt is repaid, within 60 days after the consummation of the such Permitted Acquisition; or (b) any event shall
occur with respect to any Securitization Obligations that results in, or permits the holder or holders of such obligations, or
any trustee or agent for such holder or holders, to require the replacement or resignation of the servicer with respect thereto
and the appointment of a new servicer other than the Company or any Subsidiary.


 


12.1.3       Bankruptcy,
Insolvency, etc. The Company or any other Loan Party becomes insolvent or generally fails to pay, or admits in writing its
general inability or refusal to pay, debts as they become due; or the Company or any other Loan Party applies for, consents to,
or acquiesces in the appointment of a trustee, receiver or other custodian for the Company or any other Loan Party or any substantial
part of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application,
consent or acquiescence, a trustee, receiver or other custodian is appointed for the Company or such Loan Party or for any substantial
part of the property thereof and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other
case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary
dissolution, not under any bankruptcy or insolvency law, of a Subsidiary Guarantor), is commenced in respect of the Company or
any other Loan Party, and if such case or proceeding is not commenced by the Company or any other Loan Party, an order for relief
is entered therein, or such case or proceeding is consented to or acquiesced in by the Company or such other Loan Party or remains
for 60 days undismissed; or the Company or any other Loan Party takes any corporate action to authorize, or in furtherance of,
any of the foregoing.


 


12.1.4       Non-Compliance
with Provisions of this Agreement. (a) Failure by the Company to comply with or to perform any covenant set forth in Sections
10.1.5(a), 10.5 through 10.9, 10.12, 10.16 or 10.17; (b) failure by the Company to comply with
or to perform any covenant set forth in Section 10.10 and continuance of such failure for ten Business Days after an Executive
Officer obtains actual knowledge; or (c) failure by the Company to comply with or to perform any other provision of this Agreement
(and not constituting an Event of Default under any of the other provisions of this Section 12) and continuance of such
failure for 30 days after written notice thereof to the Company from the Administrative Agent or any Lender (acting through the
Administrative Agent).


 


12.1.5       Representations
and Warranties. Any representation or warranty made by a Borrower under any Loan Document is breached or is false or misleading
in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by a Borrower
to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as
of which the facts therein set forth are stated or certified.


 


12.1.6       Pension
Plans and Plan Assets. (a) Institution of any steps by the Company or any other Person to terminate a Pension Plan if as a
result of such termination the Company could reasonably be expected to be required to make a contribution to such Pension Plan,
or could reasonably be expected to incur a liability or obligation to such Pension Plan, which has, or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect; (b) a contribution failure occurs with respect to any Pension
Plan, which has, or could reasonably be expected to have, individually or in the aggregate, a


 






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Material
Adverse Effect; (c) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal
liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding
withdrawal liability that the Company and the Controlled Group have incurred on the date of such withdrawal) has, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect; or (d) any Loan Party becomes an entity deemed
to hold Plan Assets and the Administrative Agent or any Lender is adversely effected as a result thereof.


 


12.1.7       Judgments.
(a) Final judgments which exceed an aggregate of $100,000,000 shall be rendered against the Company or any Subsidiary or (b) any
one or more non-monetary final judgments shall be rendered against the Company or any Subsidiary that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect, in each case shall not have been paid, discharged
or vacated or had execution thereof stayed pending appeal within 60 days after entry or filing of such judgments.


 


12.1.8       Invalidity
of Guaranties. (a) Except as otherwise permitted herein, the Subsidiary Guaranty shall cease to be in full force and effect,
any Subsidiary Guarantor shall fail (subject to any applicable grace period) to comply with or to perform any applicable provision
of the Subsidiary Guaranty, or the Company or any other Loan Party (or any Person by, through or on behalf of the Company or any
other Loan Party) shall contest in writing the validity, binding nature or enforceability of the Subsidiary Guaranty with respect
to any Subsidiary Guarantor.


 


(b)       The
guaranty of the Company under Section 15 shall cease to be in full force and effect, the Company shall fail (subject to
any applicable grace period) to comply with or to perform any applicable provision of Section 15, or the Company or any
other Loan Party (or any Person by, through or on behalf of the Company or any other Loan Party) shall contest in any manner the
validity, binding nature or enforceability of the guaranty of the Company under Section 15.


 


12.1.9       Change
of Control. Any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934)
shall acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under such Act) of 30%
or more than
50% of the outstanding shares of common
stock of the Company.


 


12.1.10       
Invalidity of Intercreditor Agreements.
The Intercreditor Agreement or
the Pari Passu Intercreditor Agreement (if then in effect) ceases
to be a legally valid, binding and enforceable obligation of the Company or any other Loan Party for any reason whatsoever (other
than in accordance with the terms thereof), including a determination by any Governmental Authority or court to such effect.


 


12.2       Effect
of Event of Default. If any Event of Default described in Section 12.1.3 shall occur
with respect to the Company, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Commitments
shall be reduced to zero and the Loans and all other obligations hereunder shall become immediately due and payable and the Company
shall become immediately obligated to deliver to the Administrative Agent Cash Collateral in an amount equal to the outstanding
Dollar Equivalent face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if
any other Event of Default shall occur and be continuing, the Administrative Agent (upon written request of the Required Lenders)
shall declare the Commitments (if they have not theretofore terminated) to be terminated and/or declare all Loans and all other
obligations hereunder to be due and payable and/or demand that the Company immediately deliver to the Administrative Agent Cash
Collateral in amount equal to the outstanding Dollar Equivalent face amount of all Letters of Credit, whereupon the Commitments
(if they have


 






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not
theretofore terminated) shall immediately terminate and/or all Loans and all other obligations hereunder shall become immediately
due and payable and/or the Company shall immediately become obligated to deliver to the Administrative Agent Cash Collateral in
an amount equal to the Dollar Equivalent face amount of all Letters of Credit, all without presentment, demand, protest or notice
of any kind. The Administrative Agent shall promptly advise the Company in writing of any such declaration, but failure to do
so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event
described in Section 12.1.1 or Section 12.1.3 may be waived by the written concurrence of all of the Lenders, and
the effect as an Event of Default of any other event described in this Section 12 may be waived by the written concurrence
of the Required Lenders. Any Cash Collateral delivered hereunder shall be held by the Administrative Agent and applied to obligations
arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit,
such Cash Collateral shall be applied by the Administrative Agent to any remaining obligations hereunder and any excess shall
be delivered to the Company or as a court of competent jurisdiction may direct.


 


SECTION
13.    THE ADMINISTRATIVE
AGENT.


 


13.1       Appointment
and Authority. Each of the Lenders and each Issuing Lender hereby irrevocably appoints JPMorgan
to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Company nor any other
Loan Party shall have rights as a third party beneficiary of any of such provisions,
other than Section 13.5(b) and 13.9.


 


13.2       Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights
and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative
Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers
by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and
to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.


 


13.3       Liability
of Administrative Agent. The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative
Agent:


 


(a)       shall
not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default or Unmatured Event of Default
has occurred and is continuing;


 


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


 






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forfeiture,
modification or termination of property of a Defaulting Lender in violation of any bankruptcy, insolvency or similar law; and


 


(c)       shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 12.2 and 14.1) or (ii)
in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Event of Default or Unmatured Event of Default unless and until notice describing such Event of Default or Unmatured Event
of Default is given to the Administrative Agent by the Company, a Lender or an Issuing Lender.


 


The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of
Default or Unmatured Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported
to be created by the Loan Documents, (v) the value or the sufficiency of any collateral granted under the Loan Documents, or (vi)
the satisfaction of any condition set forth in Section 11 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


 


13.4       Reliance
by Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person,
and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of
a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing
Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless
the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender 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 Company), 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.


 


(b)       For
purposes of determining compliance with the conditions specified in Section 11.1, each Lender that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent
by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented
to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Restatement Date specifying its objection thereto.


 






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13.5       Credit
Decision; Payments.



 


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


 


(b)
(i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined
in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether
as a payment, pre-payment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”)
were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or
a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with
interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender
to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted
by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense
or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return
of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine.
A notice of the Administrative Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.


 


(ii)
Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent
(or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each
Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error,
such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent,
it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any
such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount
is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect.


 


(iii)
The Company and each other Loan Party hereby agrees that in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, (x) the Administrative Agent shall be subrogated
to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, pre-pay, repay, discharge
or otherwise satisfy any Obligations owed by the Company or any other Loan Party, except, in each case, to the extent such erroneous
Payment is, and solely with respect to the amount of such erroneous Payment that, comprised of funds of the Borrower or any other
Loan Party.


 






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(iv)
Each party’s obligations under this Section 13.5(b) shall survive the resignation or re-placement of the Administrative
Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the
repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


13.6       Indemnification.
Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related
Persons (to the extent not reimbursed by or on behalf of the Company or any other Loan Party as required by any Loan Document
and without limiting the obligation of the Company or any other Loan Party to do so), pro rata, from and against any and all Indemnified
Liabilities to the extent that any such unreimbursed Indemnified Liabilities were incurred by or asserted against the Administrative
Agent in its capacity as such, or against any other Agent-Related Person acting for the Administrative Agent in connection with
such capacity; provided that (a) no Lender shall be liable for any payment to any Agent-Related Person of any portion of
the Indemnified Liabilities to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted from such Person’s gross negligence or willful misconduct and (b) no action taken in accordance with the
directions of the Required Lenders shall be deemed to constitute gross negligence of willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of
any costs or out-of-pocket expenses (including reasonable fees of attorneys for the Administrative Agent) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section shall survive repayment
of the Loans, cancellation of the Notes, cancellation or expiration of the Letters of Credit and the Commitments, any termination
of this Agreement and the resignation of the Administrative Agent.


 


13.7       Administrative
Agent in Individual Capacity. JPMorgan and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its Subsidiaries and Affiliates as though JPMorgan were
not the Administrative Agent, an Issuing Lender and a Swing Line Lender hereunder, and without notice to or consent of the Lenders.
The Lenders acknowledge that, pursuant to such activities, JPMorgan or its Affiliates may receive information regarding the Company
or its Subsidiaries (including information that may be subject to confidentiality obligations in favor of the Company or such
Subsidiary) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them.
With respect to its Loans, JPMorgan and its Affiliates shall have the same rights and powers under this Agreement as any other
Lender and may exercise such rights and powers as though it were not the Administrative Agent, an Issuing Lender or a Swing Line
Lender.


 


13.8       Resignation
of Administrative Agent. The Administrative Agent may at any time give notice of its resignation
to the Lenders, the Issuing Lenders and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall
have the right, with the consent of the Company (which consent shall not be unreasonably withheld or delayed), to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.
If no such successor shall have been so appointed by the Required Lenders and consented to by the Company (such consent not to
be unreasonably withheld or delayed) and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lenders,
appoint a successor Administrative Agent meeting the qualifications set forth above;


 






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provided
that if the Administrative Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment,
then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time as the Required Lenders appoint
a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment
as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all
of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above
in this Section). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor. After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Section 13 and Sections 14.6 and 14.12
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 the retiring Administrative Agent was acting as Administrative
Agent.


 


Any
resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and
a Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swing
Line Lender, (ii) the retiring Issuing Lender and Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Lender shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters
of Credit.


 


13.9       Guaranty
Matters. The Administrative Agent shall, and the Lenders irrevocably authorize the Administrative
Agent to, upon the written request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary
Guaranty if, after giving effect to such release, the Company is in compliance with Sections 10.11 and 10.16. Upon
request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority
to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 13.9. In
addition to the foregoing, any Subsidiary Guarantor that ceases to be a Subsidiary as a result of a transaction permitted by this
Agreement shall be automatically released from the Subsidiary Guaranty upon the consummation of such transaction. 


 


13.10     Administrative
Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other
Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan, reimbursement obligation or other obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Company) shall be entitled and empowered, by intervention in such proceeding or otherwise


 






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(a)       to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, reimbursement
obligations in respect of Letters of Credit and all other obligations of the Company and the other Loan Parties under the Loan
Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders
and the Administrative Agent under Sections 5 and 14.6) allowed in such judicial proceeding; and


 


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


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel,
and any other amounts due the Administrative Agent under Sections 5 and 14.6.


 


Nothing
contained herein shall (i) be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the obligations of the Company and
the other Loan Parties under the Loan Documents or the rights of any Lender or to authorize the Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding or (ii) preclude any Lender from filing and proving its own claims against
the Company, any other Loan Party or any other Person.


 


13.11     Other
Agents. Except as expressly set forth herein, none of the Lenders or other Persons identified
on the facing page or signature pages of this Agreement as a “Joint Lead Arranger and Joint Bookrunner”, the “Co-Syndication
Agent”, a “Co-Documentation Agent” or a “Senior Managing Agent” shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders
as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders
or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


13.12     Certain
ERISA Matters. 


 


13.12.1       
Each Lender (x) represents and warrants, as of
the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto
to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Lead Arrangers
and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan
Party, that at least one of the following is and will be true:


 


(a)       such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulation) of one or more Benefit Plans in
connection with the Loans, the Letters of Credit or the Commitments;


 


(b)       the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE


 






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91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain
transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and the conditions
for exemptive relief thereunder are and will continue to be satisfied in connection therewith;


 


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


 


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


 


13.12.2       
In addition, unless sub-clause (a) in the
immediately preceding paragraph is true with respect to a Lender or such Lender has not provided another representation, warranty
and covenant as provided in sub-clause (d) in the immediately preceding paragraph, such Lender further (x) represents
and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became
a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent,
the Lead Arrangers or any of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that: 


 


(a)         neither
the Administrative Agent, the Lead Arrangers nor any of their respective Affiliates is a fiduciary with respect to the assets
of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any Loan Document or any documents related to hereto or thereto);


 


(b)       the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning
of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer
or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described
in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E);


 


(c)       the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the obligations);


 


(d)       the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder; and


 






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(e)       no
fee or other compensation is being paid directly to the Administrative Agent, the Lead Arrangers or any of their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


13.12.3       
The Administrative Agent and the Lead Arrangers
hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in
a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in
the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with
respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the
Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the
Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions
contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility
fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees,
minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing
fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


SECTION
14.    GENERAL.


 


14.1       Waiver;
Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of
any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right,
power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment,
modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall be effective unless
the same shall be in writing and signed and delivered by the Company and the Required Lenders (or the Administrative Agent on
behalf of the Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase
the Commitment of any Lender (provided that an amendment, modification, waiver or consent with respect to any condition
precedent, covenant, mandatory prepayment pursuant to Section 6.2.4, Event of Default or Unmatured Event of Default shall
not constitute an increase in the Commitment of any Lender), (ii) extend any scheduled date for payment of any principal of or
interest on any Loan or any fees payable hereunder (provided that an amendment, modification, waiver or consent with respect to
(x) mandatory prepayments pursuant to Section 6.2.4 or (y) the Default Rate shall not constitute an extension of the scheduled
date for payment of principal or interest), or (iii) reduce the principal amount of any Loan, the rate of interest thereon or
any fees payable hereunder (provided that an amendment, modification, waiver or consent with respect to (x) the Default Rate or
(y) Section 10.6, the definition of the “Funded Debt to EBITDA Ratio” and/or the related definitions shall
not constitute a reduction in interest or fees payable hereunder), without, in each case, the consent of each Lender directly
affected thereby; and no amendment, modification, waiver or consent shall (a) limit the consent or similar approval rights of
a Revolving Lender set forth in Sections 2.7 and 2.8(d) without the consent of each Revolving Lender, (b) alter
Section 11.2 without the consent of Revolving Lenders holding at least a majority of the then outstanding Revolving Commitments
and Revolving Loans or (c) alter any provisions of any Loan Document in a manner that by its terms adversely affects the rights
or payments due to Lenders holding Commitments or Loans of any Class differently than those holding Commitments or Loans of any
other Class without the written consent of Lenders holding a majority of the outstanding Loans and Commitments of such affected
Class; and no amendment, modification, waiver or consent shall (w) release the Company from its obligations under its guarantee
set forth in Section 15, (x) release all or substantially all of the value (determined in a manner consistent with the
assets and revenues tests


 






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contained
in the first sentence of Section 10.16) of the Subsidiary Guaranty (other than pursuant to Section 10.16),
(y) change any provision of this Section or the definition of Required Lenders or reduce the aggregate percentage required to
effect an amendment, modification, waiver or consent or (z) change any provision of Section 7.6, without, in each case,
the consent of all Lenders. No provisions of Section 13 or other provision of this Agreement affecting the Administrative
Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision
of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or
waived without the consent of each Issuing Lender. No provision of this Agreement affecting any Swing Line Lender in its capacity
as such shall be amended, modified or waived without the written consent of such Swing Line Lender. Notwithstanding anything to
the contrary in this Agreement, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification,
waiver or consent hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended without
the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender that by its terms directly affects any Defaulting Lender more adversely (other than as a result of the relative
size of its Commitment) than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything
to the contrary contained herein, as to any amendment, amendment and restatement or other modifications otherwise approved in
accordance with this Section 14.1, it shall not be necessary to obtain the consent or approval of any Lender that, upon
giving effect to such amendment, amendment and restatement or other modification, would have no Commitments or outstanding Loans
so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts
owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time
such amendment, amendment and restatement or other modification becomes effective.


 


If
any Lender does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires
the consent of each affected Lender or each Lender and that has been approved by the Required Lenders, the Company may replace
such non-consenting Lender (a “Non-Consenting Lender”) in accordance with Section 8.7(b); provided
that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section
(together with all other such assignments required by the Company to be made pursuant to this paragraph).


 


Notwithstanding
the foregoing, the Administrative Agent and the Company may amend any Loan Document without the further consent of any other party
to such Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes
that are not adverse to any Lender, in each case so long as 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.


 


14.2       Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts
and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the
same Agreement. Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof. 


 


14.3       Notices.
Except as otherwise provided in Sections 2.2 and 2.3, all notices hereunder shall be in writing (including
facsimile transmission) and shall be sent to the applicable party at its address shown on Schedule 14.3 (or, in the case
of a Lender other than JPMorgan, in such Lender’s Administrative Questionnaire) or at such other address as such party may,
by written notice received


 






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by
the other parties, have designated as its address for such purpose. Notices sent by facsimile transmission shall be deemed to
have been given when sent and receipt of such facsimile is confirmed; notices sent by mail shall be deemed to have been given
three Business Days after the date when sent by registered or certified mail, postage prepaid; and notices sent by hand delivery
or overnight courier service shall be deemed to have been given when received. For purposes of Sections 2.2 and 2.3,
the Administrative Agent and the Swing Line Lender shall be entitled to rely on telephonic instructions from any person that the
Administrative Agent or the Swing Line Lender in good faith believe is an authorized officer or employee of the Company, and the
Company shall hold the Administrative Agent, each Swing Line Lender and each other Lender harmless from any loss, cost or expense
resulting from any such reliance. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar designation on the content declaration screen
of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable law, including United States Federal and state securities laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrowers or its securities for purposes of United States Federal or state securities
laws.


 


Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2
unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Company may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


14.4       Regulation
U. Each Lender represents that it in good faith is not relying, either directly or indirectly,
upon any Margin Stock as collateral security for the extension or maintenance by it of any credit provided for in this Agreement.


 


14.5       Costs,
Expenses and Taxes. The Company agrees to pay on demand all reasonable and documented out-of-pocket
costs and expenses of the Administrative Agent and the Lead Arrangers (including the reasonable and documented fees and charges
of counsel for the Administrative Agent and the Lead Arrangers and of local counsel, if any, who may be retained by such counsel)
in connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and all other documents
provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendments, supplements
or waivers to any Loan Documents), and all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’
fees, court costs and other legal expenses) incurred by the Administrative Agent and each Lender in connection with the enforcement
of this Agreement, the other Loan Documents or any such other documents during the existence of any Event of Default or Unmatured
Event of Default. In addition, the Company agrees to pay, and to save the Administrative Agent, the Lead Arrangers and the Lenders
harmless from all liability for, (a) any stamp court, or documentary, intangible, recording, filing or similar Taxes which may
be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes
or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered
hereunder or in connection herewith and (b) any fees of the Company’s auditors and, if an Event of Default or Unmatured
Event of Default exists, any costs and expenses of the Administrative Agent or any Lender in connection with any reasonable exercise
by the Administrative Agent or any Lender of its rights pursuant to Section 10.2. All obligations provided


 






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for
in this Section 14.5 shall survive repayment of the Loans, cancellation of the Notes, cancellation or expiration of the
Letters of Credit and any termination of this Agreement.


 


14.6         Captions.
Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.


 


14.7      Successors
and Assigns. This Agreement shall be binding upon the Company, the Administrative Agent
and the Lenders and their respective successors and assigns, and shall inure to the benefit of the Company, the Administrative
Agent and the Lenders and the successors and assigns of the Administrative Agent and the Lenders; provided that the Company
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Company without such consent shall be null and void).


 


14.8       Assignments;
Participations.


 


14.8.1 Assignments.
Any Lender may, with the prior written consent of the Administrative Agent, each Issuing Lender (solely in the case of Facility
A Revolving Commitments or Facility A Revolving Loans), each Swing Line Lender (solely in the case of Facility A Revolving Commitments
or Facility A Revolving Loans) and, so long as no Event of Default has occurred and is continuing, the Company (which consents
shall not be unreasonably delayed or withheld and (x) shall be deemed given unless the Company has objected within 10 days of
receipt of notice thereof and (y) shall not be required for an assignment to another Lender, an Affiliate of a Lender or an Approved
Fund; provided that notice to the Company, either prior to or immediately after such assignment, shall be required), at
any time assign and delegate to one or more commercial banks or other Persons (any Person to whom such an assignment and delegation
is to be made being herein called an “Assignee”), all or any fraction of such Lender’s Loans and Commitment
(which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Loans
and Commitment, other than in the case of any Swing Line Lender’s rights and obligations in respect of Swing Line Loans)
in a minimum aggregate amount equal to the lesser of (i) the amount of the assigning Lender’s remaining Commitment and (ii)
$5,000,000; provided that (a) no assignment and delegation may be made to any Person if, at the time of such assignment
and delegation, the Company would be obligated to pay any greater amount under Section 7.7 or Section 8 to the Assignee
than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation
of the foregoing, the Company will not be required to pay the incremental amounts) and (b) the Company and the Administrative
Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned
and delegated to an Assignee until the date when all of the following conditions shall have been met:


 


(x)       five
Business Days (or such lesser period of time as the Administrative Agent and the assigning Lender shall agree) shall have passed
after written notice of such assignment and delegation, together with payment instructions, addresses and related information
with respect to such Assignee, shall have been given to the Company and the Administrative Agent by such assigning Lender and
the Assignee,


 


(y)       the
assigning Lender and the Assignee shall have executed and delivered to the Company and the Administrative Agent an assignment
agreement substantially in the form of Exhibit D (an “Assignment Agreement”), together with any documents
required to be delivered hereunder, which Assignment Agreement shall have been accepted by the Administrative Agent, and


 






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(z)       the
assigning Lender or the Assignee shall have paid the Administrative Agent a processing fee of $3,500.


 


From
and after the date on which the conditions described above have been met, (x) such Assignee shall be deemed automatically to have
become a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee
pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder, and (y) the assigning Lender,
to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignment Agreement,
shall be released from its obligations hereunder; provided that, except to the extent otherwise expressly agreed by the
affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from such Lender’s having been a Defaulting Lender. Any attempted assignment and delegation not made in accordance
with this Section 14.8.1 shall be null and void.


 


Notwithstanding
the foregoing provisions of this Section 14.8.1 or any other provision of this Agreement, (a) no assignment shall
be made to (i) the Company or any Affiliate or Subsidiary thereof, (ii) any Defaulting Lender or any Subsidiary thereof,
or any Person which, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii),
(iii) a natural Person or a (iv) Disqualified Institution and (b) any Lender may at any time assign all or any
portion of its Loans and its Note to a Federal Reserve Bank (but no such assignment shall release any Lender from any of its obligations
hereunder).


 


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


 


The
Administrative Agent, acting solely for this purpose as an agent of the Company and the Borrowers, shall maintain a copy of each
Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Company, the
Borrowers and the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by
the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


14.8.2 Participations.
Any Lender may at any time sell to one or more commercial banks or other Persons (other than (i) the Company or any Affiliate
or Subsidiary thereof, (ii) any Defaulting Lender or any Subsidiary thereof, or any Person which, if it became a Lender hereunder,
would constitute


 






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any
of the foregoing Persons described in this clause (ii) or (iii) a natural Person) participating interests in any Loan owing
to such Lender, the Note held by such Lender, the Commitment of such Lender, the direct or participation interest of such Lender
in any Letter of Credit or Swing Line Loan or any other interest of such Lender hereunder (any Person purchasing any such participating
interest being herein called a “Participant”). In the event of a sale by a Lender of a participating interest
to a Participant, (x) such Lender shall remain the holder of its Note for all purposes of this Agreement, (y) the Company and
the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations hereunder and (z) all amounts payable by the Company shall be determined as if such Lender had not sold such participation
and shall be paid directly to such Lender. No Participant shall have any direct or indirect voting rights hereunder except with
respect to any of the events described in the third sentence of Section 14.1. Each Lender agrees to incorporate the
requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant. The
Company agrees that if amounts outstanding under this Agreement and the Notes are due and payable (as a result of acceleration
or otherwise), each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender
under this Agreement or such Note; provided that such right of setoff shall be subject to the obligation of each Participant
to share with the Lenders, and the Lenders agree to share with each Participant, as provided in Section 7.6. The Company
also agrees that each Participant shall be entitled to the benefits of Section 7.7 and Section 8 as if it were a
Lender (subject to the requirements and limitations therein, including the requirements under Section 7.7(e)); provided
that no Participant shall receive any greater compensation pursuant to Section 7.7 or Section 8 than would have
been paid to the participating Lender if no participation had been sold). 


 


Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company and the Borrowers,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its
other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that
such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


14.8.3         Disqualified
Institutions. 


 


(a)       No
assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade
Date”) on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in
all or a portion of its rights and obligations under this Agreement to such Person (unless the Company has consented to such assignment
or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified
Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any Assignee or
Participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of
a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”),
(x) such Assignee or Participant shall not retroactively be disqualified from becoming a Lender or Participant with respect to
any assignment or participation previously acquired and (y) the execution by the Company of an Assignment Agreement with respect
to such Assignee will not by itself result in such Assignee no longer being considered a Disqualified Institution. Any assignment
or


 






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participation
in violation of this Section 14.8.3 shall not be void, but the other provisions of this Section 14.8.3 shall apply.


 


(b)       If
any assignment or participation is made to any Disqualified Institution without the Company’s prior written consent in violation
of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Company may, at
its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, require such
Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section
14.8), all of its interest, rights and obligations under this Agreement to one or more Persons in accordance with Section
14.8.1 at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire
such interests, rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal
amounts) payable to it hereunder.


 


(c)       Notwithstanding
anything to the contrary contained in this Agreement, Disqualified Institutions to whom an assignment or participation is made
in violation of clause (a) above (A) will not have the right to (x) receive information, reports or other materials provided to
Lenders by the Company, the Administrative Agent or any other Lender (including, without limitation, any of the foregoing provided
or made available pursuant to Section 10.2), (y) attend or participate in meetings (including telephonic meetings)
attended by the Lenders (or any of them) and the Administrative Agent, or (z) access any electronic site established for the Lenders
or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) for purposes
of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative
Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document,
each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified
Institutions consented to such matter.


 


(d)       The
Administrative Agent shall have the right, and the Company hereby expressly authorizes the Administrative Agent to, (A) post
the list of Disqualified Institutions provided by the Company and any updates thereto from time to time to the Lenders in accordance
with Section 14.3 and/or (B) provide such list to any potential Lender that is subject to a customary confidentiality
undertaking in favor of the Company. The Administrative Agent shall promptly post the list of Disqualified Institutions provided
by the Company and any updates thereto from time to time to the Lenders (provided that the Company has provided the same to the
Administrative Agent in accordance with the definition of “Disqualified Institution”) in accordance with Section 14.3.


 


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


 


14.9       Payments
Set Aside. To the extent that any payment by or on behalf of the Company is made to the Administrative
Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid
to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or similar law or
otherwise, then to the extent of such recovery, the obligation


 






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or
part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had
not been made or such set-off had not occurred, and each Lender severally agrees to pay to the Administrative Agent upon demand
its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the NYFRB Rate from time to time in effect.


 


14.10     Governing
Law; Severability. This Agreement and any claims, controversy, dispute or cause of action (whether
in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby
shall be governed by, and construed in accordance with, the law of the State of New York.


 


Whenever
possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement. All obligations of the Borrowers and rights of the Administrative Agent and the Lenders expressed herein or
in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law.


 


14.11   Indemnification
by the Company. In consideration of the execution and delivery of this Agreement by the Administrative
Agent and the Lenders and the agreement to extend the Commitments provided hereunder, the Company hereby agrees to indemnify,
exonerate and hold the Administrative Agent, the Lead Arrangers, each Lender and each of their respective Related Parties (each
a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses,
liabilities, damages and expenses, including reasonable attorneys’ fees and charges of one counsel for the Administrative
Agent and one counsel for all other Lender Parties (except in each case to the extent that separate counsel would be required
as the result of any conflict of interest) and settlement costs (collectively, the “Indemnified Liabilities”),
incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (i) any tender offer, merger,
purchase of stock, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly
or indirectly, with the proceeds of any of the Loans, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use
of the proceeds therefrom (including any refusal by an Issuing Lender 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)
the actual or alleged use, handling, release, emission, discharge, transportation, storage, treatment, disposal, or presence of
any Hazardous Substance by the Company or any Subsidiary or their respective predecessors, (iv) any Environmental Claim with respect
to conditions at any property owned or leased by the Company or any Subsidiary or their respective predecessors or the operations
conducted thereon, (v) the investigation, cleanup or remediation of offsite locations at which the Company or any Subsidiary or
their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (vi) the execution,
delivery, performance or enforcement of this Agreement or any other Loan Document by any of the Lender Parties and, in the case
of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of the Loan Documents
or (vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or
not such claim, litigation, investigation or proceeding is brought by the Company or its equity holders, Affiliates, creditors
or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Lender Parties
are a party thereto; provided that such indemnity shall not, as to any Lender Party, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements
(A) are determined by a court of competent


 






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jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or violation of applicable
law by, such Lender Party or any of its Lender Related Parties or (B) result from a dispute between such Lender Party and another
Lender Party not involving the Company or its Subsidiaries. If and to the extent that the foregoing undertaking may be unenforceable
for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. Nothing set forth above shall be construed to relieve any Lender Party
from any obligation it may have under this Agreement. No Lender Party shall be liable for any damages arising from the use by
others of any information or other materials obtained through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Lender Party have any liability for any special, punitive, indirect or consequential
damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith
(whether before or after the Restatement Date). All amounts due under this Section 14.11 shall be payable within ten Business
Days after demand therefor (which demand shall be accompanied by a statement from the applicable Lender Party setting forth such
amounts in reasonable detail). All obligations provided for in this Section 14.11 shall survive repayment of the Loans,
cancellation of the Notes, cancellation or expiration of the Letters of Credit and any termination of this Agreement. Notwithstanding
the foregoing, this Section 14.11 shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.


 


14.12       Forum
Selection and Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for
the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the
Supreme Court of the State of New York sitting in the Borough of Manhattan), 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 the transactions relating
hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may (and any such claims of any party hereto brought against
the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted
by law) or New York State 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.


 


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


 


(c)       Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14.3. 
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in
any other manner permitted by law. The Subsidiary Borrowers (if any) hereby appoint the Company, at 200 State Street, Beloit,
Wisconsin 53511, or, if applicable, at its principal place of business in the City of New York, as its agent for service of process,
and agrees that service of any process, summons, notice or document by hand delivery or registered mail upon such agent shall
be effective service of process for any suit, action or proceeding brought in any such court.


 






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14.13       Waiver
of Jury Trial. EACH OF THE COMPANY, EACH SUBSIDIARY BORROWER, THE ADMINISTRATIVE AGENT
AND EACH LENDER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING
FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY),
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


14.14       Confidentiality.
Each Lender agrees to maintain the confidentiality of all information provided to it by or on behalf of the Company or any Subsidiary,
or by the Administrative Agent on the Company’s or such Subsidiary’s behalf, under this Agreement or any other Loan
Document, and neither it nor any of its Affiliates shall use any such information other than in connection with or in enforcement
of this Agreement and the other Loan Documents or in connection with other business now or hereafter existing or contemplated
with the Company or any Subsidiary; except to the extent such information (i) was or becomes generally available to the public
other than as a result of disclosure by the Lender or its Affiliates, or (ii) was or becomes available on a non-confidential basis
from a source other than the Company or a Subsidiary, provided that such source is not bound by a confidentiality agreement with
the Company known to the Lender; provided that any Lender may disclose such information (A) at the request or pursuant
to any requirement of any Governmental Authority to which the Lender is subject or in connection with an examination of such Lender
by any such authority; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions
of any applicable law; (D) to the extent reasonably required in connection with any litigation or proceeding involving the Company
to which the Administrative Agent, any Lender or their respective Affiliates may be party; (E) to the extent reasonably required
in connection with the exercise of any remedy hereunder or under any other Loan Document; (F) to such Lender’s independent
auditors, trustees and other professional advisors; (G) to any Participant or Assignee, actual or potential, or to any direct,
indirect, actual or prospective counterparty to any swap, derivative or securitization transaction related to the obligations
of the Loan Parties under the Loan Documents, provided that, in each case, such Person agrees in writing to keep such information
confidential to the same extent required of the Lenders hereunder; (H) as to any Lender or its Affiliate, as expressly permitted
under the terms of any other document or agreement regarding confidentiality to which the Company or any Subsidiary is party with
such Lender or such Affiliate; (I) to its Affiliates, provided that such Affiliate is advised of the confidentiality requirements
set forth herein and agrees in writing (for the benefit of the Company) to keep such information confidential to the same extent
required hereunder (it being understood that each Lender shall be liable for the breach by any of its Affiliates of any such confidentiality
requirement); (J) to market data collectors and service providers providing services in connection with the syndication or administration
of the Commitments; (K) if the Company consents to such disclosure in writing and (L) to the National Association of Insurance
Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about
such Lender’s investment portfolio in connection with ratings issued with respect to such Lender. Each Lender will, so long
as not


 






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prohibited
from doing so by any applicable law, notify the Company of any request for information of the type referred to in clause (B)
or (C) above prior to disclosing such information so that the Company may seek appropriate relief from any applicable
court or other Governmental Authority (but failure to so notify the Company shall not result in any liability to such Lender).



 


Each
Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material
non-public information concerning the Company and its Affiliates and their related parties or their respective securities, and
confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle
such material non-public information in accordance with those procedures and applicable law, including Federal and state securities
laws.


 


All
information, including requests for waivers and amendments, furnished by the Company or the Administrative Agent pursuant to,
or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain
material non-public information about the Company and its Affiliates and their related parties or their respective securities.
Accordingly, each Lender represents to the Company and the Administrative Agent that it has identified in its administrative questionnaire
a credit contact who may receive information that may contain material non-public information in accordance with its compliance
procedures and applicable law, including Federal and state securities laws.


 


14.15       USA
PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA
PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes
the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable,
to identify such Borrower in accordance with the USA PATRIOT Act.


 


14.16       No
Fiduciary or Implied Duties. The Company acknowledges and agrees, and acknowledges its Affiliates’
understanding, that in acting as the Administrative Agent, the Administrative Agent will not have responsibility except as set
forth in this Agreement and shall in no event be subject to any fiduciary or other implied duties. The Company waives and releases,
to the fullest extent permitted by law, any claims that it may have against the Administrative Agent with respect to any breach
or alleged breach of agency or fiduciary duty.


 


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


 






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the
Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency,
the Administrative Agent or such Lender agrees to return the amount of any excess to such Borrower (or to any other Person who
may be entitled thereto under applicable law).


 


14.18       Most
Favored Lender. If at any time (a)(i) the Company enters into any credit agreement, loan agreement,
note purchase agreement or other like agreement under which the Company may incur Designated Debt in excess of $50,000,000100,000,000,
including the Note Purchase Agreements and the Senior Notes (a “Principal Lending Agreement”), and (ii) any
such Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition
of assets by the Company and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of
consolidated tangible assets of the Company and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary,
in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement
is more favorable to such creditors of the Company than a similar covenant contained in this Agreement, or
(b) the Company issues an additional series of Senior Notes pursuant to any Supplement (as defined in the applicable
Note Purchase Agreement) or amends any existing series of Senior Notes, in each case, that has an “additional covenant”
(within the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), or
(c) any Principal Lending Agreement in respect of the PMC Acquisition Debt or PMC Spinco Debt includes any negative covenant or
other restriction on the making of investments and/or payments in respect of the Company’s Equity Interests and/or any representations
and warranties and/or covenants with respect to securing the obligations of the PMC Acquisition Debt or PMC Spinco Debt, then,
in each case, the Company shall give
written notice thereof to the Administrative Agent not later than 10 days following the date of execution of such Principal Lending
Agreement or amendment thereof or Supplement, as the case may be (each a “Subject Agreement”); provided
that any such additional covenant or
provision shall not impair, diminish
or otherwise adversely modify any existing covenants or
provisions contained herein. Effective
on the date of execution of a Subject Agreement, such covenant(
(or covenantss)
or provision(s) and related definitions that
are contained in such Subject Agreement (collectively, the “Incorporated Covenants”) shall be deemed to have
been incorporated herein and any event of default in respect of any such Incorporated Covenant shall be deemed to be an Event
of Default hereunder, subject to all applicable terms and provisions of this Agreement, including the right of the Required Lenders
to waive or not waive any breach thereof (independent of any right of any other creditor of the Company in respect of any such
Incorporated Covenants). Without limiting the foregoing, any amendment, elimination or termination of any Incorporated Covenant
in accordance with the terms of the applicable Subject Agreement (including as a result of the termination of such Subject Agreement)
shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant hereunder.


 


14.19       Acknowledgement
and Consent to Bail-In of EEAAffected
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 EEAAffected
Financial Institution arising
under any Loan Document,
to the extent such liability is unsecured, may
be subject to the write-down and conversion powers of an EEAthe
applicable Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities
arising hereunder whichthat
may be payable to it by any party hereto that is an
EEAAffected
Financial Institution; and


 






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(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 EEAAffected
Financial Institution, its parent entityundertaking,
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-Downwrite-down
and Cconversion
Powers of any EEAthe
applicable Resolution Authority.


 


To
the extent not prohibited by applicable law, rule or regulation, (i) each Lender shall notify the Company and the Administrative
Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could reasonably
be expected to be asserted against such Lender) and (ii) the Company and each Loan Party shall notify the Administrative Agent,
each Lender and each Issuing Lender if the Company or such Loan Party has become the subject of a Bail-In Action (or any case
or other proceeding in which a Bail-In Action could reasonably be expected to be asserted against the Company or such Loan Party).


 


14.20       Effect
of Amendment and Restatement of Existing Credit Agreement; Reallocation of Commitments and Loans.



 


(a)       As
of the Restatement Date, the terms and conditions of the Existing Credit Agreement are amended as set forth in, and are restated
in their entirety and superseded by, this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the
other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute, and nothing in this
Agreement or any of the other Loan Documents shall be deemed to be, a novation or termination of the Existing Obligations as in
effect prior to the Restatement Date and which remain outstanding and (b) the Existing Obligations are in all respects continuing
(as amended and restated hereby and which are hereinafter subject to the terms herein), and the incurrence of the obligations
of the Loan Parties hereunder and under the other Loan Documents shall be in substitution for, but not in payment of, the Existing
Obligations owed by the Loan Parties under the Existing Credit Agreement and the Existing Loan Documents, in each case, other
than as described in in Section 14.20(b).


 


(b)       The
Amended and Restated Subsidiary Guaranty, dated as of the Restatement Date (as amended, restated or otherwise modified from time
to time, the “Amended and Restated Subsidiary Guaranty”) by Regal Beloit America, Inc. in favor of the Administrative
Agent and Lender Parties (as defined in Exhibit C) restates, amends, replaces and supersedes in its entirety that certain
Guaranty, dated as of January 30, 2015 (the “Existing Subsidiary Guaranty”), executed by the guarantors party
thereto in favor of the Administrative Agent and certain other lender parties. Any Subsidiary Guarantor (as defined in the Existing
Subsidiary Guaranty) under the Existing Subsidiary Guaranty that is not a party to the Amended and Restated Subsidiary Guaranty
as a Guarantor thereunder is hereby released as a guarantor in respect of the Guaranteed Obligations.


 


(c)       The
Lenders have agreed among themselves, in consultation with the Company, to reallocate the Existing Revolving Commitments and Existing
Term Loans and to, among other things, add certain Persons as “Lenders” under this Agreement (each a “New
Lender”), and the Existing Lenders that


 






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are
not parties to this Agreement on the Restatement Date have decided to exit as Lenders (the “Exiting Lenders”).
The Administrative Agent and the Company hereby consent to such reallocation and the Lenders’ and Exiting Lenders’
assignments of their Commitments, including assignments to the New Lenders. On the Restatement Date and after giving effect to
such reallocations, the Commitments of each Lender shall be as set forth on Schedule 2.1 of this Agreement which Schedule
2.1 supersedes and replaces Schedule 2.1 to the Existing Credit Agreement. With respect to such reallocation, each
Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and the Exiting Lender(s)
pursuant to the terms of the Assignment Agreement attached as Exhibit D to this Agreement as if each such Lender and Exiting
Lender had executed an Assignment Agreement with respect to such allocation. In connection with this assignment and for purposes
of this assignment only, the Lenders, the New Lenders, the Exiting Lenders, the Administrative Agent and the Company waive the
processing and recordation fee under Section 14.8.1.


 


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


 


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.


 


SECTION
15. COMPANY GUARANTY.


 


15.1       The
Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder
and in recognition of the direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the
Letters of Credit, the Company hereby agrees with the Lenders as follows: the Company hereby unconditionally and irrevocably guarantees
as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise,
of any and all of the Guaranteed Obligations (other than, with respect to the Company, any Excluded Swap Obligations of the Company)
of the Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of such Borrowers to the
Guaranteed Creditors becomes due and payable hereunder, the Company unconditionally promises


 






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to
pay such indebtedness to the Administrative Agent and/or the Lenders, on demand, together with any and all reasonable, out-of-pocket
expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Guaranteed Obligations. If
claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account
of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment,
decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement
or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), then and in such event
the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding
any revocation of the guaranty under this Section 15 or other instrument evidencing any liability of any Borrower, and
the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent
as if such amount had never originally been received by any such payee.


 


15.2       Insolvency.
Additionally, the Company unconditionally and irrevocably guarantees the payment of the Dollar Equivalent of any and all of the
Guaranteed Obligations of the Subsidiary Borrowers to the Guaranteed Creditors whether or not due or payable by any Borrower upon
the occurrence of any of the events specified in Section 12.1.3, and unconditionally promises to pay the Dollar Equivalent
of such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, in lawful money of the United States.


 


15.3       Nature
of Liability. The liability of the Company hereunder is exclusive and independent of any security
for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Company, any other guarantor or by
any other party, and the liability of the Company hereunder is not affected or impaired by (a) any direction as to application
of payment by any Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability
of a guarantor or of any other party as to the Guaranteed Obligations of any Borrower; or (c) any payment on or in reduction of
any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any
Borrower; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor
repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such
proceeding.


 


15.4       Independent
Obligation. The obligations of the Company hereunder are independent of the obligations of any
other guarantor, any other party or any Borrower, and a separate action or actions may be brought and prosecuted against the Company
whether or not action is brought against any other guarantor, any other party or any Borrower and whether or not any other guarantor,
any other party or any Borrower is joined in any such action or actions. The Company waives, to the full extent permitted by law,
the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by a Borrower
or other circumstance which operates to toll any statute of limitations as to such Borrower shall operate to toll the statute
of limitations as to the Company’s obligations under this Section 15.


 


15.5       Authorization.
The Company authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and
cannot be waived), and without affecting or impairing its liability hereunder, from time to time to:


 


(a)       change
the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter,
any of the Guaranteed Obligations (including any increase or decrease in the rate of interest thereon), any security therefor,
or any liability incurred directly


 






    110


     


    

 


or
indirectly in respect thereof, and the guaranty of the Company herein made shall apply to the Guaranteed Obligations as so changed,
extended, renewed or altered;


 


(b)       take
and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, realize upon or otherwise
deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing,
the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof
or hereof, and/or any offset against the Guaranteed Obligations or such liabilities;


 


(c)       exercise
or refrain from exercising any rights against any Borrower or others or otherwise act or refrain from acting;


 


(d)       release
or substitute any one or more endorsers, guarantors, Borrowers or other obligors;


 


(e)       settle
or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment
of any liability (whether due or not) of any Borrower to its creditors other than the Guaranteed Creditors;


 


(f)       apply
any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Guaranteed Creditors
regardless of what liability or liabilities of the Company or any Borrower remain unpaid;


 


(g)       consent
to or waive any breach of, or any act, omission or default under, this Agreement or any of the instruments or agreements referred
to herein, or otherwise amend, modify or supplement this Agreement or any of such other instruments or agreements; and/or


 


(h)       take
any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge
of the Company from its liabilities under this Section 15;


 


it
being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise
permitted by this Agreement or any other Loan Document.


 


15.6       Reliance.
It is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of any Borrower or the officers, directors,
partners or agents acting or purporting to act on their behalf, and any Guaranteed Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.


 


15.7       Subordination.
Any of the indebtedness of each Borrower relating to the Guaranteed Obligations now or hereafter owing to the Company is hereby
subordinated to the Guaranteed Obligations of such Borrower owing to the Guaranteed Creditors, and if the Administrative Agent
so requests at a time when an Event of Default exists, all such indebtedness relating to the Guaranteed Obligations of such Borrower
to the Company shall be collected, enforced and received by the Company for the benefit of the Guaranteed Creditors and be paid
over to the Administrative Agent on behalf of the Guaranteed Creditors on account of the Guaranteed Obligations of such Borrower
to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of the Company under the other provisions
of this Section 15. Prior to the transfer by the Company of any note or negotiable instrument evidencing any of the indebtedness
relating to the Guaranteed Obligations of such Borrower to the Company, the Company shall mark such note or negotiable


 






    111


     


    

 


instrument
with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, the Company hereby
agrees with the Guaranteed Creditors that it will not exercise any right of subrogation which it may at any time otherwise have
as a result of the guaranty under this Section 15 (whether contractual, under Section 509 of the United States Bankruptcy
Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.


 


15.8       Waiver.


 


(a)       The
Company waives any right (except as shall be required by applicable statute and cannot be waived) to require any Guaranteed Creditor
to (i) proceed against any Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held
from any Borrower, any other guarantor or any other party or (iii) pursue any other remedy in any Guaranteed Creditor’s
power whatsoever. The Company waives any defense based on or arising out of any defense of any Borrower, any other guarantor or
any other party, other than payment in full of the Guaranteed Obligations, based on or arising out of the disability of any Borrower,
any other guarantor or any other party, or the validity, legality or unenforceability of the Guaranteed Obligations or any part
thereof from any cause, or the cessation from any cause of the liability of any Borrower other than payment in full of the Guaranteed
Obligations. The Guaranteed Creditors may, at their election, foreclose on any security held by the Administrative Agent or any
other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Guaranteed Creditors
may have against any Borrower or any other party, or any security, without affecting or impairing in any way the liability of
the Company hereunder except to the extent the Guaranteed Obligations have been paid. The Company waives any defense arising out
of any such election by the Guaranteed Creditors, even though such election operates to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of the Company against any Borrower or any other party or any security.


 


(b)       Except
as otherwise expressly provided in this Agreement, the Company waives all presentments, demands for performance, protests and
notices, including notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of the guaranty hereunder,
and notices of the existence, creation or incurring of new or additional Guaranteed Obligations. The Company assumes all responsibility
for being and keeping itself informed of each Borrower’s financial condition and assets, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which the Company
assumes and incurs hereunder, and agrees that the Administrative Agent and the Lenders shall have no duty to advise the Company
of information known to them regarding such circumstances or risks.


 


15.9       Nature
of Liability. It is the desire and intent of the Company and the Guaranteed Creditors that this
Section 15 shall be enforced against the Company to the fullest extent permissible under the laws and public policies applied
in each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of the Company under
this Section 15 shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable
state or federal law relating to fraudulent conveyances or transfers), then the amount of the Guaranteed Obligations shall be
deemed to be reduced and the Company shall pay the maximum amount of the Guaranteed Obligations which would be permissible under
applicable law.


 


15.10       Pari
Passu Intercreditor Agreement and Collateral Documents. The Lenders hereby authorize the Administrative
Agent to (a) enter into any Pari Passu Intercreditor Agreement and any applicable Collateral Documents, (b) bind the Lenders on
the terms set forth in such Pari Passu Intercreditor Agreement and such Collateral Documents, (c) perform and observe its obligations
under such Pari Passu Intercreditor Agreement and such Collateral Documents and (d) take any 


 












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actions
under such Pari Passu Intercreditor Agreement and such Collateral Documents as determined by the Administrative Agent to be necessary
or advisable to protect the interests of the Lenders, and the Lenders agree to be bound by the terms of such Pari Passu Intercreditor
Agreement and such Collateral Documents. Each Lender acknowledges that the Pari Passu Intercreditor Agreement governs, among other
things, Lien priorities and rights of the Lenders with respect to collateral. In the event of any conflict between this Agreement
or any Loan Document with the Pari Passu Intercreditor Agreement, the Pari Passu Intercreditor Agreement shall govern and control.


 






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


 


		REGAL BELOIT
    CORPORATION




 


		By:	



		Name:	



		Title:	



 






    S-1 


     


    

 


		JPMORGAN CHASE
    BANK, N.A.,
		as Administrative Agent, as a Swing
    Line Lender, as an 

    Issuing Lender and as a Lender




 


		By:	



		Name:	



		Title:	



 






    S-2 


     


    

 


		U.S. BANK
    NATIONAL ASSOCIATION, as a Swing 

    Line Lender, as an Issuing Lender and as a Lender




 


		By:	



		Name:	



		Title:	



 






    S-3 


     


    

 


		WELLS
    FARGO BANK N.A., as a Swing Line Lender, 

    as an Issuing Lender and as a Lender




 


		By:	



		Name:	



		Title:	



 






    S-4 


     


    

 


		BANK OF AMERICA, N.A.,
    as a Swing Line Lender, as 

    an Issuing Lender and as a Lender




 


		By:	



		Name:	



		Title:	



 






    S-5 


     


    

 


		PNC BANK, NATIONAL ASSOCIATION,
    as a Swing 

    Line Lender, as an Issuing Lender and as a Lender




 


		By:	



		Name:	



		Title:	



 






    S-1