Exhibit 10.1


 


EXECUTION
VERSION


 


 





 


THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of


 


November 1, 2022


 


among


 


EAGLE PHARMACEUTICALS, INC.


 


The Lenders Party Hereto


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


and


 


CITIZENS BANK, N.A.,

as Documentation Agent


 





 



 


JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger


 


 






     


     


    

 


Table of
Contents


 


Page


 


	ARTICLE I Definitions	1
	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	41
	SECTION 1.03.	Terms Generally	41
	SECTION 1.04.	Accounting Terms; GAAP; Pro Forma
    Calculations	42
	SECTION 1.05.	Status of Obligations	42
	SECTION 1.06.	Amendment and Restatement of the
    Existing Credit Agreement	43
	SECTION 1.07.	Interest Rates; Benchmark Notification	43
	SECTION 1.08.	Letter of Credit Amounts	44
	SECTION 1.09.	Divisions	44
	 	 	 
	ARTICLE II The Credits	44
	 	 
	SECTION 2.01.	Commitments	44
	SECTION 2.02.	Loans and Borrowings	44
	SECTION 2.03.	Requests for Borrowings	45
	SECTION 2.04.	Intentionally Omitted	46
	SECTION 2.05.	Intentionally Omitted	46
	SECTION 2.06.	Letters of Credit	46
	SECTION 2.07.	Funding of Borrowings	50
	SECTION 2.08.	Interest Elections	51
	SECTION 2.09.	Termination and Reduction of Commitments	52
	SECTION 2.10.	Repayment and Amortization of Loans;
    Evidence of Debt	53
	SECTION 2.11.	Prepayment of Loans	53
	SECTION 2.12.	Fees	54
	SECTION 2.13.	Interest	55
	SECTION 2.14.	Alternate Rate of Interest	56
	SECTION 2.15.	Increased Costs	58
	SECTION 2.16.	Break Funding Payments	59
	SECTION 2.17.	Taxes	60
	SECTION 2.18.	Payments Generally; Allocations
    of Proceeds; Pro Rata Treatment; Sharing of Set-offs	63
	SECTION 2.19.	Mitigation Obligations; Replacement
    of Lenders	65
	SECTION 2.20.	Incremental Facilities	66
	SECTION 2.21.	Defaulting Lenders	69
	SECTION 2.22.	Extension of Maturity Date	71
	 	 	 
	ARTICLE III Representations and Warranties	74
	 	 
	SECTION 3.01.	Organization; Powers; Subsidiaries	74
	SECTION 3.02.	Authorization; Enforceability	74
	SECTION 3.03.	Governmental Approvals; No Conflicts	74
	SECTION 3.04.	Financial Condition; No Material
    Adverse Change	75
	SECTION 3.05.	Properties	75
	SECTION 3.06.	Litigation, Environmental and Labor
    Matters	75
	SECTION 3.07.	Compliance with Laws and Agreements	76



 






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Table of Contents


(continued)


 


Page


 


	SECTION 3.08.	Investment Company
    Status	76
	SECTION 3.09.	Taxes	76
	SECTION 3.10.	ERISA	76
	SECTION 3.11.	Disclosure	76
	SECTION 3.12.	Federal Reserve Regulations	76
	SECTION 3.13.	Liens	77
	SECTION 3.14.	No Default	77
	SECTION 3.15.	No Burdensome Restrictions	77
	SECTION 3.16.	Solvency	77
	SECTION 3.17.	Insurance	77
	SECTION 3.18.	Security Interest in Collateral	77
	SECTION 3.19.	Anti-Corruption Laws and Sanctions	78
	SECTION 3.20.	Affected Financial Institutions	78
	SECTION 3.21.	Plan Assets; Prohibited Transactions	78
	SECTION 3.22.	Representations as to Designated
    Foreign Guarantors.	78
	SECTION 3.23.	UK Pensions	79
	 	 	 
	ARTICLE IV Conditions	79
	 	 
	SECTION 4.01.	Effective Date	79
	SECTION 4.02.	Each Credit Event	80
	 	 	 
	ARTICLE V Affirmative Covenants	81
	 	 
	SECTION 5.01.	Financial Statements and Other Information	81
	SECTION 5.02.	Notices of Material Events	82
	SECTION 5.03.	Existence; Conduct of Business	83
	SECTION 5.04.	Payment of Obligations	83
	SECTION 5.05.	Maintenance of Properties; Insurance	83
	SECTION 5.06.	Books and Records; Inspection Rights	84
	SECTION 5.07.	Compliance with Laws and Material
    Contractual Obligations	84
	SECTION 5.08.	Use of Proceeds	84
	SECTION 5.09.	Subsidiary Guarantors; Pledges;
    Additional Collateral; Further Assurances	85
	 	 	 
	ARTICLE VI Negative Covenants	86
	 	 
	SECTION 6.01.	Indebtedness	86
	SECTION 6.02.	Liens	88
	SECTION 6.03.	Fundamental Changes and Asset Sales	90
	SECTION 6.04.	Investments, Loans, Advances, Guarantees
    and Acquisitions	92
	SECTION 6.05.	Swap Agreements	94
	SECTION 6.06.	Transactions with Affiliates	94
	SECTION 6.07.	Restricted Payments	95
	SECTION 6.08.	Restrictive Agreements	95
	SECTION 6.09.	Subordinated Indebtedness and Amendments
    to Subordinated Indebtedness Documents	96
	SECTION 6.10.	Sale and Leaseback Transactions	96
	SECTION 6.11.	Financial Covenants	97
	SECTION 6.12.	UK Pensions	97



 






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Table of Contents


(continued)


 


Page



 


	ARTICLE VII Events of Default	98
	 	 
	ARTICLE VIII The Administrative Agent	101
	 	 
	SECTION 8.01.	Authorization
    and Action	101
	SECTION 8.02.	Administrative Agent’s Reliance, Indemnification,
    Etc.	104
	SECTION 8.03.	Posting of Communications	105
	SECTION 8.04.	The Administrative Agent Individually	106
	SECTION 8.05.	Successor Administrative Agent	106
	SECTION 8.06.	Acknowledgments of Lenders and Issuing
    Bank	107
	SECTION 8.07.	Collateral Matters	108
	SECTION 8.08.	Credit Bidding	109
	SECTION 8.09.	Certain ERISA Matters	110
	 	 	 
	ARTICLE IX Miscellaneous	111
	 	 
	SECTION 9.01.	Notices	111
	SECTION 9.02.	Waivers; Amendments	113
	SECTION 9.03.	Expenses; Indemnity; Limitation
    of Liability; Damage Waiver	115
	SECTION 9.04.	Successors and Assigns	117
	SECTION 9.05.	Survival	121
	SECTION 9.06.	Counterparts; Integration; Effectiveness;
    Electronic Execution	121
	SECTION 9.07.	Severability	122
	SECTION 9.08.	Right of Setoff	122
	SECTION 9.09.	Governing Law; Jurisdiction; Consent
    to Service of Process	122
	SECTION 9.10.	WAIVER OF JURY TRIAL	123
	SECTION 9.11.	Headings	123
	SECTION 9.12.	Confidentiality	124
	SECTION 9.13.	USA PATRIOT Act	125
	SECTION 9.14.	Appointment for Perfection	125
	SECTION 9.15.	Releases of Liens and Subsidiary
    Guarantors	125
	SECTION 9.16.	Interest Rate Limitation	126
	SECTION 9.17.	No Advisory or Fiduciary Responsibility	126
	SECTION 9.18.	Acknowledgment and Consent to Bail-In
    of Affected Financial Institutions	127
	SECTION 9.19.	Acknowledgement Regarding Any Supported
    QFCs	127
	 	 	 
	ARTICLE X Borrower Guarantee	128



 






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Table of Contents


(continued)


 


	SCHEDULES:
	 
	Schedule 2.01 – Commitments
	 
	SCHEDULES TO DISCLOSURE LETTER:
	Schedule 3.01 – Subsidiaries
	Schedule 6.01 – Existing Indebtedness
	Schedule 6.02 – Existing Liens
	Schedule 6.06 – Affiliate Transactions
	Schedule 6.08 – Restrictive Agreements
	 
	EXHIBITS:
	 
	Exhibit A – Form of Assignment
    and Assumption
	Exhibit B – [Reserved]
	Exhibit C – [Reserved]
	Exhibit D – [Reserved]
	Exhibit E – List of Closing Documents
	Exhibit F-1 – Form of U.S. Tax
    Certificate (Foreign Lenders That Are Not Partnerships)
	Exhibit F-2 – Form of U.S. Tax
    Certificate (Foreign Participants That Are Not Partnerships)
	Exhibit F-3 – Form of U.S. Tax
    Certificate (Foreign Participants That Are Partnerships)
	Exhibit F-4 – Form of U.S. Tax
    Certificate (Foreign Lenders That Are Partnerships)
	Exhibit G-1 – Form of Borrowing
    Request
	Exhibit G-2 – Form of Interest
    Election Request



 






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THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (this “Agreement”), dated as of November 1, 2022, among EAGLE PHARMACEUTICALS, INC., the LENDERS
from time to time party hereto, CITIZENS BANK, N.A., as Documentation Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


WHEREAS, the Borrower, the lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, are currently party to the Second Amended and Restated
Credit Agreement, dated as of November 8, 2019 (as amended, supplemented or otherwise modified prior to the Effective Date, the “Existing
Credit Agreement”);


 


WHEREAS, the Borrower, the Lenders
party hereto, the Departing Lenders (as defined below) party hereto and the Administrative Agent have (a) entered into this Agreement
in order to (i) amend and restate the Existing Credit Agreement in its entirety; (ii) extend the applicable maturity date in
respect of the existing revolving credit facility under the Existing Credit Agreement; (iii) provide for new term loans to be made
hereunder; (iv) re-evidence the “Obligations” under, and as defined in, the Existing Credit Agreement, which shall be
repayable in accordance with the terms of this Agreement; and (v) set forth the terms and conditions under which the Lenders will,
from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrower and (b) agreed that
the Departing Lenders shall cease to be a party to the Existing Credit Agreement as more specifically set forth in Section 1.06 of
this Agreement;


 


WHEREAS, it is the intent of
the parties hereto that, with respect to the outstanding obligations and liabilities of the parties under the Existing Credit Agreement,
that this Agreement not constitute a novation of or be deemed to evidence or constitute full repayment of such obligations and liabilities,
but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence such obligations and liabilities
of the Borrower and the Subsidiaries, which shall be payable in accordance with the terms hereof; and


 


WHEREAS, it is also the intent
of the Borrower to confirm that all obligations and Liens under the applicable “Loan Documents” (as referred to and defined
in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the Loan Documents (as referred to
and defined herein) and that, from and after the Effective Date, all references to the “Credit Agreement” contained in any
such existing “Loan Documents” shall be deemed to refer to this Agreement;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein, the parties hereto agree that the Existing Credit Agreement is hereby amended
and restated as follows:


 


ARTICLE I


 


Definitions


 


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


 


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


 


“Acquisition”
means any acquisition (whether by purchase, merger, consolidation or otherwise) or series of related acquisitions by the Borrower or any
Subsidiary of (i) all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division,
product line (including rights in respect of any drug or other pharmaceutical product) or line of business of) any Person, (ii) all
or substantially all the Equity Interests in, a Person or division or line of business of a Person or (iii) an Exclusive License
to develop and commercialize a drug or other product line of any Person.


 






    


     


    

 


“Acquisition Consideration”
means the sum of the cash purchase price for any Permitted Acquisition payable at or prior to the closing date of such Permitted Acquisition
(and which, for the avoidance of doubt, shall not include any purchase price adjustment, royalty, earnout, contingent payment or any other
deferred payment of a similar nature) plus the aggregate principal amount of Indebtedness assumed on such date in connection with such
Permitted Acquisition, exclusive of all fees and expenses.


 


“Acquisition Holiday”
has the meaning assigned to such term in Section 6.11.


 


“Adjusted Daily Simple
SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided
that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor
for the purposes of this Agreement.


 


“Adjusted Term SOFR
Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period,
plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed
to be equal to the Floor for the purposes of this Agreement.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder.


 


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


 


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


 


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


 


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


 


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


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in
effect on such day plus 1⁄2 of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S.
Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately
preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate
for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication
time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any
change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective
from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If
the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only
until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate 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 Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for
purposes of this Agreement.


 






    2


     


    

 


“Ancillary Document”
has the meaning assigned to it in Section 9.06(b).


 


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


 


“Applicable Parties”
has the meaning assigned to such term in Section 8.03(c).


 


“Applicable Percentage”
means, with respect to any Lender, (a) with respect to Revolving Loans or LC Exposure, the percentage equal to a fraction the numerator
of which is such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving Commitments of all Revolving
Lenders (if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments); provided that in the case of Section 2.21 when a Defaulting
Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation, and (b) with
respect to the Term Loans, (i) prior to the termination of the Term Loan Commitments upon the funding of the Term Loans, the percentage
equal to a fraction the numerator of which is such Lender’s Term Loan Commitment and the denominator of which is the aggregate Term
Loan Commitments of all Term Lenders; provided that, in the case of Section 2.21 when a Defaulting Lender shall exist, any
such Defaulting Lender’s Term Loan Commitment shall be disregarded in the calculation and (ii) from and after the termination
of the Term Loan Commitments upon the funding and re-evidencing of the Term Loans, a percentage equal to a fraction the numerator of which
is such Lender’s outstanding principal amount of the Term Loans and the denominator of which is the aggregate outstanding principal
amount of the Term Loans of all Term Lenders.


 


“Applicable Pledge
Percentage” means (a) 100% in the case of a pledge by the Borrower or by any Subsidiary of its Equity Interests in any
Domestic Subsidiary (other than any CFC Holding Company), (b) in the case of Voting Equity Interests, 65% of the outstanding Voting
Equity Interests of any directly owned CFC or CFC Holding Company, in each case except as set forth in the following clause (c) and
(c) 100% in the case of each Designated Foreign Guarantor and each Subsidiary directly owned by a Designated Foreign Guarantor. Notwithstanding
anything to the contrary in this Agreement, other than any Designated Foreign Guarantor, no CFC or CFC Holding Company shall be required
to pledge any Equity Interests in the Subsidiaries of such CFC or CFC Holding Company.


 


“Applicable Rate”
means, for any day, with respect to any Term Benchmark Loan, any ABR Loan or with respect to the commitment fees payable hereunder, as
the case may be, the applicable rate per annum set forth below under the caption “Term Benchmark Spread”, “ABR Spread”,
 “RFR Spread” or “Commitment Fee Rate”, as the case may be, based upon the Total Net Leverage Ratio applicable
on such date:


 


	 	 	Total Net Leverage 
 Ratio:	 	 	Term 
 Benchmark 
 or (if 
 applicable) 
 RFR Spread	 	 	ABR
 Spread	 	 	Commitment
 Fee Rate	 
	Category 1:	 	 	<1.00 to 1.00	 	 	 	2.50	%	 	 	1.50	%	 	 	0.375	%
	Category 2:	 	 	>1.00 to 1.00 but

                                                                                < 2.00 to 1.00
	 	 	 	2.75	%	 	 	1.75	%	 	 	0.40	%
	Category 3:	 	 	>2.00 to 1.00 but

                                                                                < 3.00 to 1.00
	 	 	 	3.00	%	 	 	2.00	%	 	 	0.425	%
	Category 4:	 	 	>3.00 to 1.00	 	 	 	3.25	%	 	 	2.25	%	 	 	0.475	%



 






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For purposes of the foregoing,


 


(i)            if
at any time the Borrower fails to deliver the Financials on or before the date the Financials are due pursuant to Section 5.01, Category
4 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending on
the date which is three (3) Business Days after the Financials are actually delivered, after which the Category shall be determined
in accordance with the table above as applicable;


 


(ii)            adjustments,
if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received the
applicable Financials (it being understood and agreed that each change in Category shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next such change); and


 


(iii)            notwithstanding
the foregoing, Category 1 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable Financials
for the Borrower’s first fiscal quarter ending after the Effective Date (unless such Financials demonstrate that Category 2, 3 or
4 should have been applicable during such period, in which case such other Category shall be deemed to be applicable during such period)
and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.


 


“Approved Electronic
Platform” has the meaning assigned to it in Section 8.03(a).


 


“Approved Fund”
has the meaning assigned to such term in Section 9.04(b).


 


“Arranger”
means JPMorgan Chase Bank, N.A. in its capacity as bookrunner and lead arranger hereunder.


 


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


 


“Available Revolving
Commitment” means, at any time with respect to any Lender, the Revolving Commitment of such Lender then in effect minus the
Revolving Credit Exposure of such Lender at such time.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or
component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that
is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making
payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for
such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.14.


 






    4


     


    

 


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


 


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


 


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


 


“Banking Services Agreement”
means any agreement entered into by the Borrower or any Subsidiary in connection with Banking Services.


 


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


 


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


 


“Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding including
the winding-up, dissolution, administration, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation,
composition, compromise, assignment, examinership, rescue process under the Companies (Rescue Process for Small and Micro Companies) Act
2021 of Ireland (the “Rescue Process”), suspension of payments, a moratorium of any indebtedness, dissolution, or arrangement
with creditors, or has had a receiver, liquidator, administrative receiver, compulsory manager, conservator, trustee, administrator, examiner,
process adviser, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization (by way of voluntary
arrangement, scheme of arrangement or otherwise), liquidation, winding up, dissolution, administration, composition, compromise, assignment,
examinership, Rescue Process, suspension of payments, moratorium or dissolution of its business appointed for it, or arrangement with
creditors or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in
respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or
provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made by such Person.


 






    5


     


    

 


“Benchmark”
means, initially, with respect to any (i) RFR Loan (following a Benchmark Transition Event and Benchmark Replacement Date with respect
to the Term SOFR Rate), Daily Simple SOFR or (ii) Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition
Event and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate, as applicable,
or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14.


 


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


 


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


 


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


 


If the Benchmark Replacement
as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to
be the Floor for the purposes of this Agreement and the other Loan Documents.


 


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


 


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


 






    6


     


    

 


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


 


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


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 


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


 


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


 


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


 


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


 






    7


     


    

 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer,
or as of a specified future date will no longer be, representative.


 


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


 


“Benchmark Unavailability
Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending
at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document
in accordance with Section 2.14.


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership or control 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 and subject to Section 4975 of the Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.


 


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


 


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


 


“Borrower”
means Eagle Pharmaceuticals, Inc., a Delaware corporation.


 


“Borrower Margin Stock”
means any Equity Interests of the Borrower that have been repurchased by the Borrower in accordance with the terms of this Agreement,
in any such case, to the extent such Equity Interests constitute Margin Stock.


 


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


 






    8


     


    

 


“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the form attached
hereto as Exhibit G-1 or any other form approved by the Administrative Agent.


 


“Burdensome Restrictions”
means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.08.


 


“Business Day”
means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City and London; provided that,
in addition to the foregoing, a Business Day shall be a day that is also a U.S. Government Securities Business Day (a) in relation
to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings
of such RFR Loan and (b) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements,
settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the
Adjusted Term SOFR Rate; provided that if such day relates to any document governed by the laws of Ireland or the performance of any obligations
under the Loan Documents by any Subsidiary Guarantor incorporated under the laws of Ireland, the term “Business Day” shall
exclude any day on which commercial banks are authorized to close under the laws of, or are in fact closed in, Ireland.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP, but subject to Section 1.04(c).


 


“Cephalon License Agreement”
means the Exclusive License Agreement, dated as of February 13, 2015, by and between Teva Pharmaceuticals International GmbH, a company
formed under Swiss law (as assignee of Cephalon, Inc.) and the Borrower, as amended through that certain Fifth Amendment to Exclusive
License Agreement, dated as of August 11, 2020 (as the same may be further amended, restated, supplemented or otherwise modified
from time to time).


 


“Cephalon License Agreement
Default” means (a) (i) the receipt by or the issuance to the Borrower of any notice of termination under or in respect
of the Cephalon License Agreement, or (ii) the termination or the failure to be in full force and effect for any reason of the Cephalon
License Agreement, or (iii) the assignment by the Borrower of any or all of its rights and obligations under the Cephalon License
Agreement, other than to the Administrative Agent for the benefit of the Secured Parties, in each case of (i) through (iii) above,
other than any termination by the Borrower in its commercially reasonably judgment for business reasons if the property subject to the
Cephalon License Agreement is promptly relicensed to another third party reasonably acceptable to the Administrative Agent, and (b) after
giving effect (including on a pro forma basis) to any such event described in the foregoing clause (a), Consolidated EBITDA shall be less
than or equal to $25,000,000 for the period of four consecutive fiscal quarters most recently ended for which financial statements have
been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements
to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)).


 


“CFC” means
a subsidiary that is a “controlled foreign corporation” for purposes of the Code.


 






    9


     


    

 


“CFC Holding Company”
means a Domestic Subsidiary, substantially all of the assets of which are Equity Interests in one or more CFCs, so long as such Domestic
Subsidiary does not engage in any business or activity other than the ownership of such Equity Interests and does not incur, and is not
otherwise liable for, any indebtedness or other liabilities.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests
representing more than 40 % of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower;
or (b) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons
who were not (i) directors of the Borrower on the date of this Agreement, (ii) nominated or approved by the board of directors
of the Borrower or (iii) appointed by directors so nominated or approved.


 


“Change in Law”
means the occurrence, after the Effective Date (or, with respect to any Lender, such later date on which such Lender becomes a party to
this Agreement), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental
Authority, or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such
Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, rules, guideline, requirement or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the Effective Date; provided however,
that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all
requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.


 


“Charges”
has the meaning assigned to it in Section 9.16.


 


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


 


“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).


 


“Code” means
the U.S. Internal Revenue Code of 1986, as amended.


 


“Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of
any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor
of Administrative Agent, on behalf of itself and the Secured Parties, to secure the Secured Obligations provided that the Collateral
shall exclude Excluded Assets.


 






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“Collateral Documents”
means, collectively, the Security Agreement and all other agreements, instruments and documents executed in connection with this Agreement
that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security
agreements, pledge agreements, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments,
financing statements whether heretofore, now, or hereafter executed by the Borrower or any of its Subsidiaries and delivered to the Administrative
Agent to secure the Secured Obligations.


 


“Commitment”
means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and Term Loan Commitment. The initial amount of
each Lender’s Commitment is set forth on Schedule 2.01 opposite such Lender’s name, or in the Assignment and Assumption
or other documentation or record (as such term is defined in Section 9-102(a)(70) of the UCC) as provided in Section 9.04(b)(ii)(C),
pursuant to which such Lender shall have assumed its Commitment, as applicable.


 


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


 


“Communications”
has the meaning assigned to such term in Section 8.03(c).


 


“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 Capital
Expenditures” means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be
classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with
GAAP.


 


“Consolidated Cash
Interest Expense” means (a) Consolidated Interest Expense payable in cash, excluding, to the extent otherwise included
in the calculation of Consolidated Interest Expense for the applicable period, without duplication, (i) debt issuance costs, interest
expense arising out of the amortization of debt discount under Accounting Standards Codification 470-20 or premium and commitment, bridge
or other financing fees and expenses, (ii) non-cash interest expense attributable to the movement in mark-to-market valuation of
Swap Agreements or other derivative instruments pursuant to Statement of Financial Accounting Standards No. 133 (codified under Accounting
Standards Codification 815) and any cash costs associated with breakage in respect of Swap Agreements, (iii) amortization of deferred
financing fees and (iv) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with
registration rights obligations under any agreement governing Indebtedness, minus (b) interest income received or receivable in cash
(to the extent not netted against interest expense in the calculation of Consolidated Interest Expense).


 



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“Consolidated EBITDA”
means, with reference to any period, Consolidated Net Income for such period plus, without duplication and to the extent deducted
in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) expense for income taxes paid
or accrued, (iii) depreciation, (iv) amortization, (v) any non-cash charges attributable to impairment of goodwill or other
intangible assets, impairment of long-lived assets and any extraordinary, unusual or non-recurring non-cash expenses or losses, (vi) non-cash
expenses related to stock based compensation, (vii) fees and expenses directly incurred or paid in connection with (x) the Transactions,
(y) any Permitted Acquisition or any other Acquisition not prohibited by this Agreement and (z) to the extent permitted hereunder,
issuances or incurrence of Indebtedness, issuances of Equity Interests or refinancing transactions and modifications of instruments of
Indebtedness; provided that the aggregate amount of fees and expenses added back pursuant to this clause (vii) shall not exceed
10% of Consolidated EBITDA for any applicable Reference Period (prior to giving effect to the addback of such items pursuant to this clause
(vii)), (viii) any non-recurring charges, costs, losses, fees and expenses directly incurred or paid directly as a result of discontinued
operations or any sale or disposition of any asset of the Borrower or any of its Subsidiaries, (ix) any unrealized losses in respect
of Swap Agreements, (x) the amount of cost savings and operating expense reductions (but not revenue-related synergies) projected
by the Borrower in good faith to be realized as a result of any disposition permitted hereby, a Permitted Acquisition or any other Investment
permitted hereby, in each case within the four consecutive fiscal quarters following the consummation thereof (or following the consummation
of the squeeze-out merger in the case of an acquisition structured as a two-step transaction), calculated as though such cost savings
and operating expense reductions had been realized on the first day of such period and net of the amount of actual benefits received during
such period from such event; provided that (A) a duly completed certificate signed by a Financial Officer of the Borrower
shall be delivered to the Administrative Agent certifying that such cost savings or operating expense reductions are reasonably expected
and factually supportable in the good faith judgment of the Borrower, (B) no cost savings or operating expense reductions shall be
added pursuant to this clause (x) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether
through a pro forma adjustment or otherwise (including, without limitation pursuant to the next succeeding clause (xi)), for such period
and (C) the aggregate amount of cost savings and operating expense reductions added back pursuant to this clause (x) and the
following clause (xi) shall not exceed 10% of Consolidated EBITDA for any applicable Reference Period (prior to giving effect to
the addback of such items pursuant to this clause (x) and such clause (xi)), (xi) restructuring charges or reserves, including
write-downs and write-offs, including any one-time costs incurred in connection with Permitted Acquisitions or any other Acquisitions
not prohibited by this Agreement and costs related to the closure, consolidation and integration of facilities, information technology
infrastructure and legal entities, and severance and retention bonuses; provided that amounts added back to this clause (xi) shall
be actual and not projected and shall be without duplication of amounts added back pursuant to clause (x) above, (xii) adjustments
relating to purchase price allocation accounting, and (xiii) net losses (including all fees, expenses and charges related thereto)
on the retirement or extinguishment of indebtedness minus, to the extent included in Consolidated Net Income for such period, (1) interest
income (to the extent not netted against interest expense in the calculation of Consolidated Interest Expense), (2) income tax credits
and refunds (to the extent not netted from tax expense), (3) any cash payments made during such period in respect of items described
in clauses (v) or (vi) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred,
(4) any non-recurring income or gains directly as a result of discontinued operations, (5) any unrealized income or gains in
respect of Swap Agreements (to the extent not included in clause (1) above or netted against interest expense in the calculation
of Consolidated Interest Expense) and (6) extraordinary, unusual or non-recurring income or gains realized other than in the ordinary
course of business, all calculated for the Borrower and its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes
of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each such period, a “Reference Period”),
(i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated
EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property
that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA
(if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Borrower or any Subsidiary
shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto
on a pro forma basis as if such Material Acquisition occurred on the first day of such Reference Period.


 


“Consolidated Fixed
Charges” means, with reference to any period, without duplication, Consolidated Cash Interest Expense to the extent paid in
cash during such period, plus scheduled principal payments on Indebtedness made during such period, all calculated for the Borrower
and its Subsidiaries on a consolidated basis in accordance with GAAP.


 






    12


     


    

 


“Consolidated Funded
Indebtedness” means, as of the date of any determination thereof, the aggregate Indebtedness of the Borrower and its Subsidiaries
calculated on a consolidated basis as of such date in accordance with GAAP consisting of (a) Indebtedness in respect of obligations
for borrowed money, (b) Indebtedness in respect of obligations evidenced by bonds, debentures, notes or similar instruments, (c) Indebtedness
in respect of Capital Lease Obligations and (d) any purchase price adjustment, royalty, earnout, Milestone Payment or contingent
payment or deferred payment of a similar nature incurred in connection with an Acquisition to the extent the amount thereof is no longer
contingent and is fully determinable; provided that Consolidated Funded Indebtedness shall not include (i) Indebtedness in
respect of obligations in respect of letters of credit or letters of guaranty, except to the extent of unreimbursed obligations in respect
of any drawn letter of credit or bank guaranty or (ii) for the avoidance of doubt, obligations under Swap Agreements.


 


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


 


“Consolidated Net Income”
means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated in accordance with GAAP
on a consolidated basis (without duplication) for such period; provided that there shall be excluded (a) any income (or loss)
of any Person other than the Borrower or a Subsidiary, but any such income so excluded may be included in such period or any later period
to the extent of any cash dividends or distributions actually paid in the relevant period to the Borrower or any wholly-owned Subsidiary
of the Borrower, (b) non-cash gains or losses resulting from mark-to-market accounting for derivatives in accordance with Statement
of Financial Accounting Standards No. 133 and (c) the effects of purchase accounting adjustments made in accordance with GAAP.


 


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


 


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


 


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


 


“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);



 






    13


     


    

 


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



 


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



 


“Covered
Party” has the meaning assigned to it in Section 9.19.


 


“Credit Exposure”
means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Credit Exposure at such time, plus (b) an
amount equal to the aggregate principal amount of its Term Loans outstanding at such time.


 


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


 


“Daily Simple SOFR”
means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination
Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government
Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S.
Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator
on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including
the effective date of such change in SOFR without notice to the Borrower.


 


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


 


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


 


“Departing Lender”
means each of PNC Bank, National Association, Silicon Valley Bank and Morgan Stanley Bank, National Association.


 






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“Designated Foreign
Guarantor” means Eagle Malta and each other Foreign Subsidiary that has become a Subsidiary Guarantor and a Loan Party at the
election of the Borrower pursuant to Section 5.09(f).


 


“Disclosure Letter”
means that certain Disclosure Letter, dated as of the date hereof, and executed by the Borrower.


 


“Disposition Consideration”
means (i) for any sale, transfer, lease or disposition (other than an Exclusive License), the aggregate fair market value of any
assets sold, transferred, leased or otherwise disposed of and (ii) for any Exclusive License, the aggregate cash payment paid to
the Borrower or any Subsidiary on or about the time of consummation of the Exclusive License (and which, for the avoidance of doubt, shall
not include any royalty, earnout, contingent payment or any other deferred payment of a similar nature that may be payable thereafter).


 


“Disqualified Stock”
means any Equity Interest that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable),
or upon the happening of any event, (a) matures or is mandatorily redeemable for any consideration other than other Equity Interests
which would not constitute Disqualified Stock, pursuant to a sinking fund obligation or otherwise, or (b) is convertible or exchangeable
for Indebtedness or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Stock)
at the option of the holder thereof, in whole or in part, in each case, on or prior to the date that is 91 days after the later of the
latest Maturity Date hereunder and the latest Incremental Term Loan Maturity Date in effect.


 


“Documentation Agent”
means Citizens Bank, N.A., in its capacity as documentation agent for the credit facilities evidenced by this Agreement.


 


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


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the United States of America.


 


“Drug Acquisition”
means any acquisition (including any license or any acquisition of any license) solely or primarily of all or any portion of the rights
in respect of one or more drugs or pharmaceutical products, whether in development or on market, (including related intellectual property),
but not of Equity Interests in any Person or any operating business unit unless such rights constitute all or substantially all of such
Person’s or operating business’ assets.


 


“Eagle Malta”
means Eagle Research Labs Limited, a private exempt limited liability company registered under the laws of Malta with company registration
number C 91731.


 


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


 


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


 






    15


     


    





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or
(c) of the Code or Section 4001 of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,
is treated as a single employer under Section 414 of the Code.


 


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


 






    16


     


    

 


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


 


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


 


“Excluded Assets”
means:


 


(a) any real property (including
any leasehold interests therein);


 


(b) assets subject to certificates
of title (other than motor vehicles subject to certificates of title; provided that perfection of security interests in such motor
vehicles shall be limited to the filing of UCC financing statements);


 


(c) assets in respect of
which pledges and security interests are prohibited by applicable law, rule or regulation or agreements with any Governmental Authority
and approval or authorization from such Governmental Authority has not been obtained (other than to the extent that such prohibition would
be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant
jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or termination of any such
prohibitions (including by the grant of consent, license or other approval from the applicable Governmental Authority), such assets shall
automatically cease to constitute “Excluded Assets”;


 


(d) Equity Interests in
any Person other than wholly-owned Subsidiaries to the extent not permitted by customary terms in such Person’s organizational or
joint venture documents without the consent of a third party who owns Equity Interest in such Person which consent has not been obtained
(unless any such restriction would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable
provisions of the UCC of any relevant jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness,
lapse or termination of any such prohibitions (including by the grant of consent or other approval from the applicable third party), such
assets shall automatically cease to constitute “Excluded Assets”;


 


(e) any lease, license
or other agreement or any property subject to a purchase money security interest, similar arrangement or other contractual restriction,
to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money
or other arrangement or contractual restriction or creates a right of termination in favor of any other party thereto (other than the
Borrower or its Subsidiaries) until such time as any necessary waiver or consent has been obtained (other than (i) proceeds and receivables
thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, (ii) to the extent
that any such term has been waived or (iii) to the extent any such term would be rendered ineffective pursuant to Section 9-406,
9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law); provided
that, immediately upon the ineffectiveness, lapse or termination of any such express term (including by the grant of consent, approval
or waiver from the applicable third party), such assets shall automatically cease to constitute “Excluded Assets”;


 






    17


     


    

 


(f) to the extent used
exclusively to hold funds in trust for the benefit of the applicable third parties (except for clause (vi)), (i) escrow accounts
and trust accounts, (ii) payroll accounts, (iii) accounts used for payroll taxes and/or withheld income taxes, (iv) accounts
used for employee wage and benefit payments, (v) accounts pledged to secure performance (including to secure letters of credit and
bank guarantees) to the extent constituting Liens permitted by Section 6.02, (vi) custodial accounts and (vii) accounts
that are swept to a zero balance on a daily basis to a deposit account that is subject to a control agreement in favor of the Administrative
Agent for the benefit of the Secured Parties;


 


(g) any “intent-to-use”
application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to
the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act of an “Amendment to Allege Use”
pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that and solely during the period,
if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues
from such intent-to-use application under applicable federal law;


 


(h) all commercial tort
claims (as defined in the UCC) not required to be specifically described in the Security Agreement;


 


(i) Voting Equity Interests
in any Foreign Subsidiary (other than any Designated Foreign Guarantor and any Subsidiary directly owned by a Designated Foreign Guarantor)
that is a CFC and Voting Equity Interests in any CFC Holding Company, in each case, in excess of 65% of the total Voting Equity Interests
in such Subsidiary;


 


(j)  any Borrower Margin
Stock; and


 


(k) any other assets where
the cost of obtaining or perfecting a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby as
reasonably determined by the Administrative Agent in writing (in consultation with the Borrower);


 


provided that, “Excluded
Assets” shall not (i) include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds,
products, substitutions or replacements would otherwise constitute Excluded Assets); and (ii) apply to any assets secured by Collateral
Documents governed by the laws of England and Wales


 


“Excluded Swap Obligation”
means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of
such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified 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 Loan Party’s failure for any reason to constitute
an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Specified
Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Specified 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, in the case
of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law
in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant
to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and
(d) any U.S. Federal withholding Taxes imposed under FATCA.


 






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“Exclusive License”
means, with respect to any drug or pharmaceutical product, any license to develop, commercialize, sell, market and promote such drug or
pharmaceutical product with a term greater than five (5) years (unless terminable prior to such time without material penalty or
premium by the licensor) and which provides for exclusive rights to develop, commercialize, sell, market and promote such drug or product
within the United States; provided that absent the foregoing, an “Exclusive License” shall not include (a) any
license to import, export, distribute or sell any such drug or product on an exclusive basis within any particular geographic region or
territory, (b) any licenses, which may be exclusive, to manufacture or package any such drug or product, (c) any license to
manufacture, use, offer for sale or sell any authorized generic version of such drug or product and (d) any license in connection
with any companion diagnostics. “Exclusively License” shall have the correlative meaning. For the avoidance of doubt,
the license granted under the Cephalon License Agreement shall be deemed to constitute an “Exclusive License” hereunder.


 


“Exclusive License
Agreement” means any agreement or other instrument evidencing or delivered in connection with any Exclusive License of the Borrower
or any Subsidiary. For the avoidance of doubt, the Cephalon License Agreement shall be deemed to constitute an “Exclusive License
Agreement” hereunder.


 


“Existing Credit Agreement”
has the meaning assigned to such term in the recitals hereto.


 


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


 


“Existing Revolving
Credit Maturity Date” has the meaning assigned to such term in Section 2.22(a).


 


“Existing Term Loan
Maturity Date” has the meaning assigned to such term in Section 2.22(a).


 


“Extending Lender”
has the meaning assigned to such term in Section 2.22(b)(ii).


 


“Extension Request”
means a written request from the Borrower to the Administrative Agent requesting an extension of a Maturity Date pursuant to Section 2.22.


 


“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 promulgated thereunder or official interpretations
thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or
practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection
with the implementation of the foregoing.


 






    19


     


    

 


“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 shall be set forth on the NYFRB’s 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 be zero for the purposes of this Agreement.


 


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


 


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


 


“Financials”
means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Borrower and its Subsidiaries
required to be delivered pursuant to Section 5.01(a) or 5.01(b).


 


“First Tier Foreign
Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Borrower and its Domestic Subsidiaries
directly owns more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.


 


“Floor” means
the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable.
For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be 0.00%.


 


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


 


“Foreign Subsidiary”
means any Subsidiary which is not a Domestic Subsidiary.


 


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


 


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


 


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


 






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“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided, that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Effective
Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations
with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the lesser of (a) the stated
or determinable amount of the primary payment obligation in respect of which such Guarantee is made and (b) the maximum amount for
which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary payment
obligation and the maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in which case the amount
of the Guarantee shall be such guaranteeing Person’s maximum reasonably possible liability in respect thereof as reasonably determined
by the Borrower in good faith.


 


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


 


“Hostile Acquisition”
means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such
Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing
body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval
has been withdrawn.


 


“Incremental Commitment”
means an Incremental Revolving Commitment or an Incremental Term Loan Commitment.


 


“Incremental Facility
Agreement” means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent,
among the Borrower, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Term Loan Commitments of any
Series or Incremental Revolving Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated
by Section 2.20.


 


“Incremental Lender”
means an Incremental Revolving Lender or an Incremental Term Lender.


 


“Incremental Revolving
Commitment” means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant to an Incremental
Facility Agreement and Section 2.20, to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed
as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Credit Exposure under such Incremental
Facility Agreement.


 


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


 


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


 






    21


     


    

 


“Incremental Term Loan
Commitment” means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant an Incremental Facility
Agreement and Section 2.20, to make Incremental Term Loans of any Series hereunder, expressed as an amount representing the
maximum principal amount of the Incremental Term Loans of such Series to be made by such Lender.


 


“Incremental Term Loan
Maturity Date” means, with respect to Incremental Term Loans of any Series, the scheduled date on which such Incremental Term
Loans shall become due and payable in full hereunder, as specified in the applicable Incremental Facility Agreement.


 


“Incremental Term Loans”
means any term loans made pursuant to Section 2.20(a).


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person (excluding trade accounts payable and accrued expenses arising
in the ordinary course of business and licenses in the ordinary course of business), (d) all obligations of such Person in respect
of the deferred purchase price of property or services if and to the extent such obligation would appear as a liability upon the balance
sheet of the specified Person in accordance with GAAP (excluding (i) accounts payable or other liability to trade creditors incurred
in the ordinary course of business, (ii) deferred compensation and severance, pension, health and welfare retirement and equivalent
benefits to current or former employees, directors or managers of such Person and its Subsidiaries, (iii) any purchase price adjustment,
royalty, earnout, Milestone Payment or contingent payment of a similar nature incurred in connection with an Acquisition until such amounts
cease to be contingent and are fully determinable (but, for the avoidance of doubt, including all seller notes) and (iv) licenses
in the ordinary course of business), (e) any purchase price adjustment, royalty, earnout, Milestone Payment or contingent payment
of a similar nature incurred in connection with an Acquisition to the extent such amounts cease to be contingent and are fully determinable,
(f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;
provided that, if such Person has not assumed or otherwise become liable in respect of such Indebtedness, such obligations shall
be deemed to be in an amount equal to the lesser of (i) the unpaid amount of such Indebtedness and (ii) fair market value of
such property at the time of determination (in the Borrower’s good faith estimate), (g) all Guarantees by such Person of Indebtedness
of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as
an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person
in respect of bankers’ acceptances, (k) all obligations of such Person under Sale and Leaseback Transactions and (l) Disqualified
Stock. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


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


 


“Ineligible Institution”
has the meaning assigned to such term in Section 9.04(b).


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08, which shall
be substantially in the form attached hereto as Exhibit G-2, or any other form approved by the Administrative Agent.


 






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“Interest Payment Date”
means (a) with respect to any ABR Loan, the last day of each March, June, September and December and the applicable Maturity
Date, (b) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each
day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such
Interest Period and the applicable Maturity Date and (c) with respect to any RFR Loan, (1) each date that is on the numerically
corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding
day in such month, then the last day of such month) and (2) the Maturity Date.


 


“Interest Period”
means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the
Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business
Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of
such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(e) shall be
available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of
the most recent conversion or continuation of such Borrowing.


 


“Investment”
has the meaning assigned to such term in Section 6.04.


 


“Ireland”
means Ireland, excluding Northern Ireland, and “Irish” shall be construed accordingly.


 


“IRS” means
the United States Internal Revenue Service.


 


“Issuing Bank”
means JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit
issued by such Affiliate.


 


“LC Collateral Account”
has the meaning assigned to such term in Section 2.06(j).


 


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


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure
of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. 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 Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber
of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14
of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof
as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented
but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so
remaining available to be paid, and the obligations of the Borrower and each Revolving Lender shall remain in full force and effect until
the Issuing Bank and the Revolving Lenders shall have no further obligations to make any payments or disbursements under any circumstances
with respect to any Letter of Credit.


 






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“Legal Reservations”
means:


 


(a)            the
principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating
to insolvency, reorganization and other laws generally affecting the rights of creditors;


 


(b)            the
time barring of claims under the Limitation Acts, the Status of Limitations, the possibility that an undertaking to assume liability for
or indemnify a person against non-payment of stamp taxes may be void and defenses of set-off or counterclaim;


 


(c)            the
principle that in certain circumstances any security expressed to be granted by way of fixed charge may be re-characterized as a floating
charge or any security expressed to be granted by way of assignment or assignation may be re-characterized as a charge;


 


(d)            the
principle that the creation or purported creation of security over any contract or agreement which is subject to a prohibition against
transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach entitling the contracting party to
terminate or take other action in relation to such contract or agreement;


 


(e)            that
a court may refuse to give effect to a purported contractual obligation to pay costs imposed upon another party in respect of the costs
of any unsuccessful litigation brought against that party or may not award by way of costs all of the expenditure incurred by a successful
litigant in proceedings brought before that court;


 


(f)            insofar
as it relates to any Loan Document governed under the laws of Ireland the principle that any additional interest imposed under any relevant
agreement maybe held to be unenforceable on the grounds that it is a penalty and thus void;


 


(g)            the
principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant; and


 


(h)            similar
principles (including, without limitation, general principles of equity), rights and defenses under the laws of any relevant jurisdiction.


 


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


 


“Lender-Related Person”
has the meaning assigned to it in Section 9.03(d).


 


“Lenders”
means the Persons listed on Schedule 2.01 (including, without limitation, the Persons that are “Lenders” under
the Existing Credit Agreement immediately prior to the Effective Date but excluding any Departing Lender) and any other Person that shall
have become a Lender hereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption or other documentation contemplated
hereby, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated
hereby. Unless the context otherwise requires, the term “Lenders” includes the Issuing Bank. For the avoidance of doubt, the
term “Lenders” excludes the Departing Lenders.


 






    24


     


    

 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement.


 


“Letter of Credit Agreement”
has the meaning assigned to it in Section 2.06(b).


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


“Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in
the case of securities, any purchase option, call or similar right of a third party with respect to such securities; provided that
any precautionary UCC financing statements or similar filings (including any filing of a UCC financing statement or other filing with
a Governmental Authority in respect of an operating lease or a consignment) and any filings with any Governmental Authority in respect
of any license (other than an Exclusive License) shall not constitute Liens to the extent that such operating lease, consignment or license
to which the filings relate are otherwise Liens permitted by Section 6.02.


 


“Limitation Acts”
means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.


 


“Limited Conditionality
Acquisition” has the meaning assigned to such term in Section 2.20(c).


 


“Limited Conditionality
Acquisition Agreement” has the meaning assigned to such term in Section 2.20(c).


 


“Liquidity Amount”
means, as of any date of determination, the lesser of (i) the aggregate amount of unrestricted and unencumbered (other than Liens
securing the Secured Obligations) cash and Permitted Investments maintained by the Borrower and its Domestic Subsidiaries on deposit with
one or more financial institutions in the United States of America on such date and (ii) $50,000,000.


 


“Loan Documents”
means this Agreement, the Disclosure Letter, any promissory notes issued pursuant to Section 2.10(e), any Letter of Credit applications,
the Collateral Documents, the Subsidiary Guaranty, the Reaffirmation Agreement and all other agreements, instruments, documents and certificates
identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lenders and including all other
pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit applications and any agreements between the Borrower
and the Issuing Bank regarding the respective rights and obligations between the Borrower and the Issuing Bank in connection with the
issuance of Letters of Credit, whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any officer of any
Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated
hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules
thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan
Document as the same may be in effect at any and all times such reference becomes operative.


 






    25


     


    

 


“Loan Parties”
means, collectively, the Borrower and the Subsidiary Guarantors.


 


“Loans” means
the loans made by the Lenders to the Borrower or re-evidenced pursuant to this Agreement.


 


“Margin Stock”
has the meaning set forth in Regulation U of the Board.


 


“Material Acquisition”
means any Permitted Acquisition (other than a Drug Acquisition or Exclusive License) that involves payment of aggregate Acquisition Consideration
by the Borrower and its Subsidiaries in excess of $20,000,000.


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, assets, results of operations or financial condition of the Borrower and its
Subsidiaries taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their obligations under this Agreement
or any other Loan Document or (c) subject to the Legal Reservations and Perfection Requirements, the validity or enforceability of
this Agreement or any and all other Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder.


 


“Material Disposition”
means any sale, transfer or disposition of property or series of related sales, transfers, dispositions of property, or any Exclusive
License, that involves payment of Disposition Consideration to the Borrower or any of its Subsidiaries in excess of $20,000,000.


 


“Material Domestic
Subsidiary” means each Domestic Subsidiary (i) which, as of the most recent fiscal quarter of the Borrower, for the period
of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or
(b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or
(b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than five percent (5%) of Consolidated
EBITDA for such period or (ii) which contributed greater than ten percent (10%) of Consolidated Total Assets as of such date; provided
that, if at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Domestic Subsidiaries
that are not Material Domestic Subsidiaries exceeds five percent (5%) of Consolidated EBITDA for any such period or ten percent (10%)
of Consolidated Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so
within ten (10) days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries”
to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries.


 


“Material Exclusive
License Agreement” means, as of any date of determination, any Exclusive License Agreement entered into by the Borrower or any
Subsidiary as a licensor of rights thereunder for which, without duplication, the revenue of the Borrower and its Subsidiaries attributable
thereto and/or the payments received by the Borrower and its Subsidiaries thereunder, was greater than $10,000,000 during the most recently
ended twelve-month period.


 


“Material Exclusive
License Agreement Default” means (a) any Cephalon License Agreement Default or (b) with respect to any other Material
Exclusive License Agreement, (x) (i) the receipt by or the issuance to the Borrower or the applicable Subsidiary of any notice
of termination under or in respect of such Material Exclusive License Agreement, or (ii) the termination or the failure to be in
full force and effect for any reason of such Material Exclusive License Agreement, or (iii) the assignment by the Borrower or any
Subsidiary of any or all of its rights and obligations under such Material Exclusive License Agreement, other than to the Administrative
Agent for the benefit of the Secured Parties, in each case of (i) through (iii) above, other than any termination by the Borrower
or the applicable Subsidiary in its commercially reasonably judgment for business reasons if the property subject to such Material Exclusive
License Agreement is promptly relicensed to another third party reasonably acceptable to the Administrative Agent, and (y) after
giving effect (including on a pro forma basis) to any such event described in the foregoing clause (x), Consolidated EBITDA shall be less
than or equal to $25,000,000 for the period of four consecutive fiscal quarters most recently ended for which financial statements have
been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements
to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)).


 






    26


     


    

 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit and any intercompany Indebtedness solely between or among the Borrower
and its wholly-owned Subsidiaries), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its
Subsidiaries in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material Indebtedness, the “principal
amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement
were terminated at such time.


 


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


 


“Milestone Payments”
means payments made under contractual obligations existing during the period of twelve months ending on the Effective Date or contractual
obligations arising thereafter, in each case in connection with any Permitted Acquisition, Drug Acquisition or other acquisition (including
any license or the acquisition of any license) of any rights in respect of any drug or other pharmaceutical product (and any related property
or assets) to sellers (or licensors) of the assets or Equity Interests acquired (or licensed) therein based on the achievement of specified
revenue, profit or other performance targets (financial or otherwise).


 


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


 


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


 


“Net Cash Proceeds”
means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received,
(ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards
and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other
than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including
pursuant to a Sale and Leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required
to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory
prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount
of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such
event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith
by a Financial Officer).


 


“Non-extending Lender”
has the meaning assigned to such term in Section 2.22(a).


 






    27


     


    

 


“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 would be less than zero, such rate
shall be deemed to be zero for purposes of this Agreement.


 


“NYFRB’s Website”
means the website of the NYFRB at http://www.newyorkfed.org or any successor source.


 


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


 


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


 


“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, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced
any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).


 


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


 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated
in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set
forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank
funding rate.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(c).


 






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“Patriot Act”
means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment”
has the meaning assigned to it in Section 8.06(c).


 


“Payment in Full”
has the meaning assigned to such term in Section 9.15(c). It is understood and agreed that Payment in Full shall not occur until
each of the conditions described in the definition thereof shall have been satisfied.


 


“Payment Notice”
has the meaning assigned to it in Section 8.06(c).


 


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


 


“Perfection Requirements”
means the making or procuring of appropriate registrations, filings, endorsements, notarizations, intimations, stampings or notifications
of the Collateral Documents or the security expressed to be created under the Collateral Documents or entry into any further documents
determined by the legal advisers to the Collateral Agent or Lenders to be necessary in any relevant jurisdiction for the creation, perfection
or priority of the security created pursuant to the Collateral Documents, or the enforceability or production in evidence of any relevant
Collateral Document.


 


“Permitted Acquisition”
means any Acquisition (whether by purchase, merger, consolidation or otherwise but excluding in any event a Hostile Acquisition) or series
of related Acquisitions by the Borrower or any Subsidiary if, at the time of and immediately after giving effect thereto, (a) no
Default has occurred and is continuing or would arise after giving effect (including giving effect on a pro forma basis) thereto, (b) such
Person or division or line of business is engaged in the same or a similar line of business as the Borrower and the Subsidiaries or business
reasonably related or ancillary thereto or similar or complementary thereto or reasonable extensions thereof, (c) all actions required
to be taken with respect to such acquired or newly formed Subsidiary under Section 5.09 shall have been taken or will be taken within
the time periods specified therein (subject to extensions as agreed by the Administrative Agent in its reasonable discretion), (d) the
Borrower and the Subsidiaries are in compliance, on a pro forma basis, with the covenants contained in Section 6.11 (including,
in the case of Section 6.11(b), after giving effect to the increased maximum Total Net Leverage Ratio permitted under Section 6.11
if the Borrower has invoked the Acquisition Holiday in accordance with the terms and conditions of such Section 6.11) recomputed
as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such
acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the
applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such compliance
and, if the Acquisition is a Material Acquisition, the Borrower shall have delivered to the Administrative Agent a certificate of a Financial
Officer of the Borrower to such effect, together with all relevant financial information, statements and projections requested by the
Administrative Agent and (e) in the case of an acquisition, merger or consolidation involving a Loan Party, such Loan Party is the
surviving entity of such merger and/or consolidation.


 


“Permitted Debt”
means Indebtedness for borrowed money incurred by the Borrower or any Subsidiary Guarantor; provided that (i) any such Permitted
Debt, if guaranteed, shall not be guaranteed by any Subsidiary other than a Subsidiary Guarantor and (ii) such Permitted Debt shall
not mature prior to the date that is 91 days after the latest of the latest Maturity Date hereunder or any Incremental Term Loan Maturity
Date existing at the time of such incurrence (it being understood that neither (x) any provision requiring an offer to purchase such
Indebtedness as a result of change of control or asset sale or other fundamental change nor (y) any early conversion of any Permitted
Debt shall violate the foregoing restriction).


 






    29


     


    

 


“Permitted Encumbrances”
means:


 


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


 


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


 


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


 


(d)            pledges
and deposits to (i) secure the performance of bids, trade and commercial contracts, government contracts, leases, statutory obligations,
surety and appeal bonds, performance and completion bonds and other obligations of a like nature, in each case in the ordinary course
of business and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower
or any Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause (d)(i) above;


 


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


 


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


 


(g)            Liens
in favor of a banking or other financial institution arising as a matter of law or in the ordinary course of business under customary
general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off)
and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general
terms and conditions;


 


(h)            Liens (i) in
favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business and (ii) on specific items of inventory or other goods (other than fixed or capital assets)
and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit
issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the
ordinary course of business;


 


(i)             any
interest or title of a licensor under any license or sublicense entered into by the Borrower or any Subsidiary as a licensee or sublicensee
(i) existing on the date hereof or (ii) in the ordinary course of its business;


 






    30


     


    

 


(j)             licenses,
sublicenses, leases or subleases granted (i) between or among any of the Loan Parties or any of their Subsidiaries (or any combination
thereof) or (ii) to other Persons permitted under Section 6.03;


 


(k)            Liens
(i) in favor of any Loan Party; provided that any Liens on Collateral are subordinated to the Liens in favor of the Administrative
Agent securing the Secured Obligations to the written satisfaction of the Administrative Agent and (ii) on the property of any Subsidiary
that is not a Subsidiary Guarantor in favor of the Borrower or any other Subsidiary; and


 


(i) Liens (i) of
a collection bank arising under Section 4-210 of the UCC (or other applicable law) on the items in the course of collection, and
(ii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


provided
that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness (other than the letters of credit
permitted under the foregoing clauses (c)(ii) or (d)(ii)).


 


“Permitted Investments”
means:


 


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


 


(b)            investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest
credit rating obtainable from S&P or from Moody’s;


 


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


 


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


 


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


 


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


 


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


 






    31


     


    

 


(h)            investments
made in accordance with the investment policy adopted by the Borrower’s Board of Directors (or committee thereof) as in effect on
the date hereof, a copy of which has been furnished to the Administrative Agent, and as the same may be amended, supplemented or modified
after the date hereof with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed).


 


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


 


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


 


“Plan” means
any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is an “employer” as
defined in Section 3(5) of ERISA or may have any liability, including liability under Section 4063, 4064 or 4069 of ERISA
by reason of being, having been or being deemed to be a substantial employer or a contributing sponsor (as each such term is defined in
Section 4001 of ERISA).


 


“Plan Asset Regulations”
means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Pledge Subsidiary”
means (i) each Domestic Subsidiary (other than any CFC Holding Company or any Subsidiary of any CFC or CFC Holding Company), (ii) each
CFC Holding Company, (iii) each First Tier Foreign Subsidiary, (iv) each Designated Foreign Guarantor and (v) each Subsidiary
directly owned by a Designated Foreign Guarantor.


 






    32


     


    

 


“Prepayment Event”
means:


 


(a)            any
sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Borrower
or any Subsidiary, other than dispositions described in Section 6.03(a); or


 


(b)            any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property
or asset of the Borrower or any Subsidiary with a fair market value immediately prior to such event equal to or greater than $15,000,000;
or


 


(c)            the
incurrence by the Borrower or any Subsidiary of any Indebtedness (other than Loans), other than Indebtedness permitted under Section 6.01
or permitted by the Required Lenders pursuant to Section 9.02.


 


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


 


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


 


“QFC Credit Support”
has the meaning assigned to it in Section 9.19.


 


“Reaffirmation Agreement”
means that certain Reaffirmation Agreement, dated as of the date hereof, between the Loan Parties and the Administrative Agent, for the
benefit of the Administrative Agent and the other Secured Parties.


 


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


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago
time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if, following a Benchmark
Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate, such Benchmark is Daily Simple SOFR, then four Business
Days prior to such setting and (3) if such Benchmark is not the Term SOFR Rate or Daily Simple SOFR, the time determined by the Administrative
Agent in its reasonable discretion.


 


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


 


“Regulation T”
means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 






    33


     


    

 


“Regulation U”
means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


“Regulation X”
means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


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


 


“Relevant Governmental
Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve
Board or the NYFRB or in each case, any successor thereto.


 


“Relevant Rate”
means (i) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate or (ii) with respect to any RFR Borrowing
following a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate, Adjusted Daily Simple SOFR,
as applicable.


 


“Replacement Lender”
has the meaning assigned to such term in Section 2.22(c).


 


“Required Lenders”
means, subject to Section 2.21, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of
the sum of the Total Credit Exposure and unused Commitments at such time.


 


“Rescue Process”
has the meaning assigned to such term in the definition of “Bankruptcy Event”.


 


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


 


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


 


“Responsible Officer”
means the chief executive officer, president, executive vice president, senior vice president or a Financial Officer of the Borrower.


 


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


 


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


 


“Revolving Commitment”
means, with respect to each Lender, the commitment, if any, to make Revolving Loans and to acquire participations in Letters of Credit
hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09, (b) increased from time
to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01 opposite
such Lender’s name, or in the applicable documentation or record (as such term is defined in Section 9-102(a)(70) of the UCC)
as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Revolving Commitment pursuant to the
terms hereof, as applicable. The initial aggregate amount of the Revolving Lenders’ Revolving Commitments is $100,000,000.


 






    34


     


    

 


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


 


“Revolving Credit Maturity
Date” means (a) October 31, 2025 and (b) if the Existing Revolving Credit Maturity Date is extended pursuant
to Section 2.22, such extended Revolving Credit Maturity Date as determined pursuant to that Section; provided, however,
in each case, if such date is not a Business Day, the Revolving Credit Maturity Date shall be the immediately preceding Business Day.


 


“Revolving Lender”
means, as of any date of determination, each Lender that has a Revolving Commitment or, if the Revolving Commitments have terminated or
expired, a Lender with Revolving Credit Exposure.


 


“Revolving Loan”
means a Loan made pursuant to Section 2.01.


 


“RFR Borrowing”
means, as to any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR Loan”
means a Loan that bears interest at a rate based on the Adjusted Daily Simple SOFR.


 


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


 


“Sale and Leaseback
Transaction” means any sale or other transfer of any property or asset by any Person with the intent to lease such property
or asset as lessee.


 


“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement,
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the Kherson
Region of Ukraine, the Zaporizhzhia Region of Ukraine, Cuba, Iran, North Korea and Syria).


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department
of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the
United Kingdom, or any other relevant sanctions authority (b) any Person operating, organized or resident in a Sanctioned Country,
(c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any
Person otherwise the subject of any Sanctions.


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the
European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority.


 






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


 


“Secured Obligations”
means all Obligations, together with all Swap Obligations and Banking Services Obligations owing to one or more Lenders or their respective
Affiliates; provided that the definition of “Secured Obligations” shall not create or include any guarantee by any
Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party
for purposes of determining any obligations of any Loan Party.


 


“Secured Parties”
means the holders of the Secured Obligations from time to time and shall include (i) each Lender and the Issuing Bank in respect
of its Loans and LC Exposure respectively, (ii) the Administrative Agent, the Issuing Bank and the Lenders in respect of all other
present and future obligations and liabilities of the Borrower and each Subsidiary of every type and description arising under or in connection
with this Agreement or any other Loan Document, (iii) each Lender and Affiliate of such Lender in respect of Swap Agreements and
Banking Services Agreements entered into with such Person by the Borrower or any Subsidiary, (iv) each indemnified party under Section 9.03
in respect of the obligations and liabilities of the Borrower to such Person hereunder and under the other Loan Documents, and (v) their
respective successors and (in the case of a Lender, permitted) transferees and assigns.


 


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


 


“Security Agreement”
means that certain Second Amended and Restated Pledge and Security Agreement, dated as of November 1, 2022, between certain of the
Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge
or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other
Loan Document), or any other Person, each as may be amended, restated or otherwise modified from time to time.


 


“Senior Secured Net
Leverage Ratio” means, as of any date of determination for the Borrower, as determined on a consolidated basis and in accordance
with GAAP, the ratio of (a) (i) Consolidated Funded Indebtedness (other than any portion of Consolidated Funded Indebtedness
that is unsecured or constitutes Subordinated Indebtedness) (as of the last day of the most recently completed fiscal quarter of the Borrower
for which financial statements are available) minus (ii) the Liquidity Amount as of such date, to (b) Consolidated EBITDA
(for the most recently completed four consecutive fiscal quarters of the Borrower ending on or most recently ended prior to such date
for which financial statements are available).


 


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


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


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


 


“SOFR Determination
Date” has the meaning specified in the definition of “Daily Simple SOFR”.


 


“SOFR Rate Day”
has the meaning specified in the definition of “Daily Simple SOFR”.


 






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“Solvent”
means:


 


(a) in reference to the
Borrower and its Subsidiaries (other than any Subsidiary incorporated in England and Wales or Ireland) (on a consolidated basis) as of
a particular date, that on such date, (i) the fair value of the assets of it’s the Borrower and its Subsidiaries, on a consolidated
basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair
saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be
required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise,
as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries, on a consolidated basis,
will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured; and (iv) the Borrower and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital with which
to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective
Date; and


 


(b) in reference to any
Subsidiary incorporated in England and Wales or Ireland, as of any date of determination, that, as of such date, such Subsidiary (i) is
not unable and does not admit its inability to pay its debts as they fall due, (ii) it is not deemed to, or is not declared to, be
unable to pay its debts under Requirements of Law, (iii) it has not suspended or threatened to suspend making payments on any of
its debts, (iv) by reason of actual or anticipated financial difficulties, it has not commenced formal negotiations with one or more
of its creditors with a view to rescheduling any of its indebtedness.


 


“Specified Ancillary
Obligations” means all obligations and liabilities (including interest and fees accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of any of the Subsidiaries,
existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, to the Lenders or any of their Affiliates
under any Swap Agreement or any Banking Services Agreement.


 


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


 


“Statute of Limitations”
means the Irish Statute of Limitations, 1957.


 


“Subordinated Indebtedness”
means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the
Loan Documents.


 


“Subordinated Indebtedness
Documents” means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection
with any Subordinated Indebtedness.


 


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


 






    37


     


    

 


“Subsidiary”
means any direct or indirect subsidiary of the Borrower.


 


“Subsidiary Guarantor”
means (a) each Material Domestic Subsidiary that is a party to the Subsidiary Guaranty on the Effective Date or thereafter pursuant
to Section 5.09(a), and (b) each Designated Foreign Guarantor. The Subsidiary Guarantors on the Effective Date are identified
as such in Schedule 3.01 of the Disclosure Letter. For the avoidance of doubt, other than any Designated Foreign Guarantor,
no CFC, CFC Holding Company or any Subsidiary of any CFC or CFC Holding Company shall be a Subsidiary Guarantor.


 


“Subsidiary Guaranty”
means that certain Second Amended and Restated Guaranty, dated as of November 1, 2022 and executed by each Subsidiary Guarantor party
thereto, as amended, restated, supplemented or otherwise modified from time to time.


 


“Supported QFC”
has the meaning assigned to it in Section 9.19.


 


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


 


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


 


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


 


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


 


“Term Lender”
means, as of any date of determination, each Lender having a Term Loan Commitment or that holds Term Loans.


 


“Term Loan Commitment”
means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make and/or re-evidence Term Loans as set forth
on Schedule 2.01 opposite such Lender’s name, or in the most recent Assignment and Assumption or other documentation
or record (as such term is defined in Section 9-102(a)(70) of the UCC) as provided in Section 9.04(b)(ii)(C), executed by such
Term Lender and (b) as to all Term Lenders, the aggregate commitment of all Term Lenders to make and re-evidence Term Loans, which
aggregate commitment shall be $50,000,000 on the date of this Agreement. After advancing and re-evidencing any Term Loans, each reference
to a Term Lender’s Term Loan Commitment with respect to such Term Loans shall refer to that Term Lender’s Applicable Percentage
of such funded Term Loans.


 






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“Term Loan Maturity
Date” means (a) October 31, 2025 and (b) if the Existing Term Loan Maturity Date is extended pursuant to Section 2.22,
such extended Term Loan Maturity Date as determined pursuant to that Section; provided, however, in each case, if such date is
not a Business Day, the Term Loan Maturity Date shall be the immediately preceding Business Day.


 


“Term Loans”
means the term loans made and re-evidenced by the Term Lenders to the Borrower pursuant to Section 2.01.


 


“Term SOFR Determination
Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.


 


“Term SOFR Rate”
means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference
Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable
to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term
Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR
Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City
time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published
by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then so long
as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day
will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which
such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities
Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.


 


“Total Credit Exposure”
means the sum of the Total Revolving Credit Exposure and the aggregate principal amount of all Term Loans outstanding at such time.


 


“Total Net Leverage
Ratio” means, as of any date of determination for the Borrower, as determined on a consolidated basis and in accordance with
GAAP, the ratio of (a) (i) Consolidated Funded Indebtedness (as of the last day of the most recently completed fiscal quarter
of the Borrower for which financial statements are available) minus (ii) the Liquidity Amount as of such date, to (b) Consolidated
EBITDA (for the most recently completed four consecutive fiscal quarters of the Borrower ending on or most recently ended prior to such
date for which financial statements are available).


 


“Total Revolving Credit
Exposure” means the sum of the outstanding principal amount of all Lenders’ Revolving Loans and their LC Exposure at such
time.


 


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


 






    39


     


    

 


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


 


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


 


“UK” and
 “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland and, as the context requires, England
and Wales.


 


“UK Financial Institutions”
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.


 


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


 


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


 


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


 


“U.S. Special
Resolution Regime” has the meaning assigned to it in Section 9.19.


 


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


 


“Voting
Equity Interests” means, with respect to any Person, such Person’s Equity Interests having the right to vote for election
of directors (or the equivalent thereof) of such Person under ordinary circumstances.


 


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


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part 1 of Subtitle E of Title IV of ERISA.


 






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


 


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


 


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


 






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SECTION 1.04.     Accounting
Terms; GAAP; Pro Forma Calculations. (a)  Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP
as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving
effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary
at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness under Accounting
Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar
result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at
all times be valued at the full stated principal amount thereof.


 


(b)            All
pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or
issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto
(and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence
or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated
since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation)
as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal
quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the
delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.04(a)),
and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without
giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11
of Regulation S-X under the Securities Act; provided that no pro forma computation required to be made hereunder shall make or
result in any pro forma adjustment to Consolidated EBITDA for any Drug Acquisition or Exclusive License. If any Indebtedness bears a floating
rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on
the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such
Indebtedness).


 


(c)            Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” any change
in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update
No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or
similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required
to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations
(including with respect to assets and liabilities associated with such lease) and deliverables under this Agreement or any other Loan
Document shall be made or delivered, as applicable, in accordance therewith.


 


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


 






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SECTION 1.06.     Amendment
and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, on the Effective Date, the terms and provisions
of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions
of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other
provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or
other obligations under the Existing Credit Agreement or to pay, extinguish, release, satisfy or discharge (i) all or any part of
the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any person under the Existing
Credit Agreement or the Loan Documents executed and delivered in connection therewith, (iii) the liability of any Person with respect
to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby, or (iv) any deeds of trust, liens, security
interests or contractual or legal rights securing all or any part of such indebtedness or other obligations. All Loans made, and Obligations
incurred, under the Existing Credit Agreement which are outstanding on the Effective Date shall be re-evidenced as Loans and Obligations,
respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing,
upon the effectiveness of the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan
Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement”
and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the
 “Revolving Commitments” (as defined in the Existing Credit Agreement) shall continue as Revolving Commitments hereunder as
set forth on Schedule 2.01, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other
relevant actions (including any reborrowing of Loans) in respect of each Lender’s credit exposure under the Existing Credit Agreement
as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable
Percentage of the outstanding aggregate Credit Exposures and to adjust the Benchmark therefor on the Effective Date and (d) as a
result of the preceding clause (c), the revolving loans and term loans previously made to the Borrower by the Departing Lenders under
the Existing Credit Agreement which remain outstanding as of the date of this Agreement shall be repaid in full (accompanied by any accrued
and unpaid interest and fees thereon), the Departing Lenders’ “Commitments” under the Existing Credit Agreement shall
be terminated and the Departing Lenders shall not be a Lender hereunder. Nothing herein shall be construed to limit the applicability
of any supplemental reaffirmations of obligations or liens set forth in the Reaffirmation Agreement or otherwise.


 


SECTION 1.07.     Interest
Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars may be derived from an interest rate benchmark that
may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition
Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not
warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance
or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto,
or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor
or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being
replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative
Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used
in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments
thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its
reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition
thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person
or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses
or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or
component thereof) provided by any such information source or service.


 






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SECTION 1.08.     Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount
of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms
or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof,
the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum amount is available to be drawn at such time.


 


SECTION 1.09.     Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event
under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,
obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent
Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the
first date of its existence by the holders of its Equity Interests at such time.


 


ARTICLE II


 


The Credits


 


SECTION 2.01.     Commitments.
Subject to Section 1.06 and the other terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly)
agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Revolving Availability Period in an aggregate principal
amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment
or (ii) the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments, and (b) each Term Lender with a Term
Loan Commitment (severally and not jointly) agrees to make and/or re-evidence a Term Loan to the Borrower in Dollars on the Effective
Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative
Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid
in respect of Term Loans may not be reborrowed.


 


SECTION 2.02.     Loans
and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by
the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments
of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. The Term
Loans shall be repaid as set forth in Section 2.10.


 






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(b)            Subject
to Section 2.14, each Revolving Borrowing and each Term Loan Borrowing shall be comprised entirely of ABR Loans, Term Benchmark Loans
or RFR Loans as the Borrower may request in accordance herewith; provided that all Borrowings made on the Effective Date must be
made as ABR Borrowings but may be converted into Term Benchmark Borrowings in accordance with Section 2.08. Each Lender at its option
may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate,
the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided
that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this
Agreement.


 


(c)            At
the commencement of each Interest Period for any Term Benchmark Revolving Borrowing, such Borrowing shall be in an aggregate amount that
is an integral multiple of $100,000 and not less than $1,000,000. At the time that each ABR Revolving Borrowing and/or RFR Borrowing is
made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments
or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of more than
one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of
ten (10) Term Benchmark Borrowings or RFR Borrowings outstanding.


 


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


 


SECTION 2.03.     Requests
for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing
Request (a)(i) in the case of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) U.S.
Government Securities Business Days before the date of the proposed Borrowing (or one (1) Business Day before the date of the proposed
Borrowing in the case of any such Borrowing made on the Effective Date) or (ii) in the case of an RFR Borrowing, not later than 11:00
a.m. New York City time, five (5) U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided
that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may
be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall
be irrevocable and shall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following information
in compliance with Section 2.02:


 


(i)            the
aggregate principal amount of the requested Borrowing;


 


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


 


(iii)          whether
such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing or an RFR Borrowing and whether such Borrowing is a Revolving Borrowing
or a Term Loan Borrowing;


 






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


 


(v)          the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.


 


If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term
Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof
and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Notwithstanding the foregoing, in no event
shall the Borrower be permitted to request pursuant to this Section 2.03 a Daily Simple SOFR Loan prior to a Benchmark Transition
Event and Benchmark Replacement Date with respect to the Term SOFR Rate (it being understood and agreed that Daily Simple SOFR shall
only apply to the extent provided in Sections 2.14(a) and 2.14(f)).


 


SECTION 2.04.     Intentionally
Omitted.


 


SECTION 2.05.     Intentionally
Omitted.


 


SECTION 2.06.     Letters
of Credit(a).  (a) General. Subject to the terms and conditions set forth herein,
the Borrower may request the issuance of Letters of Credit denominated in Dollars as the applicant thereof for the support of its or
its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time during the Revolving Availability Period. In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. Notwithstanding
anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit
the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person,
or in any country or territory that, at the time of such funding, is the subject of any Sanctions, (ii) in any manner that would
result in a violation of any Sanctions by any party to this Agreement or (iii) in any manner that would result in a violation of
one or more policies of the Issuing Bank applicable to letters of credit generally.


 


(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days)
a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying
the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In
addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other
letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as
required by the Issuing Bank and using the Issuing Bank’s standard form (each, a “Letter of Credit Agreement”).
A Letter of Credit shall be issued, amended, renewed or extended by the Issuing Bank in its sole discretion and only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect
to such issuance, amendment, renewal or extension (i) the amount of the LC Exposure shall not exceed $5,000,000, (ii) no Lender’s
Revolving Credit Exposure shall exceed its Revolving Commitment, and (iii) the Total Revolving Credit Exposure shall not exceed
the aggregate Revolving Commitments.


 






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The Issuing Bank shall not be under 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 the Issuing Bank
from issuing such Letter of Credit, or any law applicable to the Issuing Bank shall prohibit, or require that the Issuing Bank refrain
from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect
to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder)
not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable
on the Effective Date and that the Issuing Bank in good faith deems material to it; or


 


(ii)            the
issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.


 


(c)            Expiration
Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof)
at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business
Days prior to the Revolving Credit Maturity Date.


 


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


 


(e)            Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date the Issuing Bank
made such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower
shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has
not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business
Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day
of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing
in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment
shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof
and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to
the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07
with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of
the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving
Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by
a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Revolving
Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 






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


 






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


 


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


 


(i)            Replacement
and Resignation of Issuing Bank.


 


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


 


(ii)            Subject
to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as an Issuing Bank at any time upon thirty
days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, such resigning Issuing
Bank shall be replaced in accordance with Section 2.06(i)(i) above


 


(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower
shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving
Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. In addition, and
without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remain outstanding after the expiration
date specified in said paragraph (c), the Borrower shall immediately deposit into the LC Collateral Account an amount in cash equal
to 105% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative
Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall
be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed, together
with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but
subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy
other Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence
of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business
Days after all Events of Default have been cured or waived.


 






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(k)            Letters
of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any
obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,”
 “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any
rights of the Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter
of Credit, the Borrower (i) shall reimburse, indemnify and compensate the Issuing Bank hereunder for such Letter of Credit (including
to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and
(ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the
obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters
of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits
from the businesses of such Subsidiaries.


 


SECTION 2.07.     Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer
of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders; provided that Term Loans shall be made as provided in Section 2.01(b). Except
in respect of the provisions of this Agreement covering the reimbursement of Letters of Credit, the Administrative Agent will make such
Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to an
account of the Borrower maintained with the Administrative Agent in New York City or Chicago and designated by the Borrower in the applicable
Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall
be remitted by the Administrative Agent to the Issuing Bank.


 


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


 






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


 


(b)            To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall be signed by a
Responsible Officer of the Borrower. Notwithstanding any contrary provision herein, this Section shall not be construed to permit
the Borrower to elect an Interest Period for Term Benchmark Loans that does not comply with Section 2.02(d).


 


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


 


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


 


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


 


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


 


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


 


If any such Interest Election Request requests
a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period
of one month’s duration. Notwithstanding the foregoing, in no event shall the Borrower be permitted to request a Daily Simple SOFR
Loan prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate (it being understood and
agreed that Daily Simple SOFR shall only apply to the extent provided in Sections 2.14(a) and 2.14(f)).


 






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


 


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


 


(f)            Notwithstanding
anything in this Agreement or any other Loan Document to the contrary, all “Eurodollar Loans” outstanding under the Existing
Credit Agreement immediately preceding the Effective Date shall automatically be converted to Term Benchmark Loans with a three month
Interest Period as of the Effective Date; provided that the Lenders and the Departing Lenders hereby waive any amounts due pursuant to
Section 2.16 of the Existing Credit Agreement.


 


SECTION 2.09.     Termination
and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m. (Chicago
time) on the Effective Date and (ii) the Revolving Loan Commitments shall terminate on the Revolving Credit Maturity Date.


 


(b)            The
Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction
of the Revolving Commitments shall be in an amount that is an integral multiple of $100,000 and not less than $500,000 and (ii) the
Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.11, the any Lender’s Revolving Credit Exposure would exceed such Lender’s Revolving Commitment.


 


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


 






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SECTION 2.10.     Repayment
and Amortization of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative
Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity
Date. Commencing on December 31, 2022, the Borrower shall repay Term Loans on each date set forth below in the aggregate principal
amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(a) and Section 2.11(c)):


 


	Date	Amount
	December 31,
    2022	$1,250,000
	March 31,
    2023	$1,250,000
	June 30,
    2023	$1,250,000
	September 30,
    2023	$1,250,000
	December 31,
    2023	$2,500,000
	March 31,
    2024	$2,500,000
	June 30,
    2024	$2,500,000
	September 30,
    2024	$2,500,000
	December 31,
    2024	$2,500,000
	March 31,
    2025	$2,500,000
	June 30,
    2025	$2,500,000
	September 30,
    2025	$2,500,000


 


To the extent not previously repaid, all unpaid
Term Loans shall be paid in full in Dollars by the Borrower on the Term Loan Maturity Date.


 


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


 


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


 


(d)            The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations.


 


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


 


SECTION 2.11.     Prepayment
of Loans.


 


(a)            The
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice
in accordance with the provisions of this Section 2.11(a). The Borrower shall notify the Administrative Agent by written notice
(promptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of (x) a
Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment
or (y) an RFR Borrowing, not later than 11:00 a.m. New York City time, five (5) Business Days before the date of prepayment
or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof
to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked
in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted
in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing
shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan
Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed
by the Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments
shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant
to Section 2.16.


 






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(b)            If
at any time the sum of the aggregate principal amount of all of the Revolving Credit Exposures exceeds the aggregate Revolving Commitments,
the Borrower shall immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant
to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate principal amount of all Revolving
Credit Exposures to be less than or equal to the aggregate Revolving Commitments.


 


(c)            In
the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in
respect of any Prepayment Event, the Borrower shall, immediately after such Net Cash Proceeds are received, prepay the Term Loans in
the inverse order of maturity in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, in the case of any
event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall
deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower or its relevant Subsidiaries
intend to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt
of such Net Cash Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory)
to be used in the business of the Borrower and/or its Subsidiaries, and certifying that no Default has occurred and is continuing, then
no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds specified in such certificate; provided
further that to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such 365-day period,
at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied.


 


SECTION 2.12.     Fees.
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall
accrue at the Applicable Rate on the Available Revolving Commitment of such Lender during the period from and including the Effective
Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have
any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily
amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but
excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued revolving commitment fees shall be payable
in arrears fifteen (15) days after the last day of March, June, September and December of each year and on the date on which
the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment
fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).


 






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(b)            The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable
to Term Benchmark Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of
the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to
have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125%
per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements)
attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding
the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as
the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer,
presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth
(15th) day following such last day, commencing on the first such date to occur after the Effective Date; provided
that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the
date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to
this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).


 


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


 


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


 


SECTION 2.13.     Interest.
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


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


 


(c)            Each
RFR Loan shall bear interest at a rate per annum equal to the Adjusted Daily Simple SOFR plus the Applicable Rate.


 


(d)            Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at
their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision
of Section 9.02 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates),
declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2%
plus the rate applicable to such fee or other obligation as provided hereunder.


 






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


 


(f)            Interest
computed by reference to the Alternate Base Rate (except when based on the Prime Rate), the Term SOFR Rate or Daily Simple SOFR hereunder
shall be computed on the basis of a year of 360 days. Interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year). In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of
the applicable date of determination. A determination of the applicable Alternate Base Rate, Term SOFR Rate, Adjusted Daily Simple SOFR
or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


SECTION 2.14.     Alternate
Rate of Interest. (a) Subject to clauses (b) (c), (d), (e) and (f) of this Section 2.14, if:


 


(i)              the Administrative Agent determines (which determination shall be conclusive absent manifest
error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means
do not exist for ascertaining the Adjusted Term SOFR (including because the Term SOFR Reference Rate is not available or published
on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for
ascertaining the applicable Adjusted Daily Simple SOFR; or


 


(ii)             the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark
Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making
or maintaining their Loans included in such Borrowing for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will
not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing;


 


then the Administrative Agent shall give notice
thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the
Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect
to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08
or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests
a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an
RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above or
(y) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above and
(2) any Borrowing Request that requests an RFR Borrowing shall instead be deemed to be a Borrowing Request, as applicable, for an
ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other
Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s
receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable
to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, with respect to the relevant Benchmark and (y) the Borrower delivers a
new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms
of Section 2.03, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan be converted
by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also
the subject of Section 2.14(a)(i) or (ii) above or (y) an ABR Loan if the Adjusted Daily Simple SOFR also is the
subject of Section 2.14(a)(i) or (ii) above, on such day, and (2) any RFR Loan shall on and from such day be converted
by the Administrative Agent to, and shall constitute an ABR Loan.


 






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(b)            Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document”
for purposes of this Section 2.14), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior
to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined
in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark
setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for
all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time)
on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent
has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


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


 


(d)            The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of
any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent
from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14.


 






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


 


(f)            Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request
for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as the Adjusted Daily
Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if the Adjusted Daily Simple SOFR is the
subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as
applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date
of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable
to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.14,
(1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative
Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark
Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day
and (2) any RFR Loan shall on and from such day, be converted by the Administrative Agent to, and shall constitute an ABR Loan.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


SECTION 2.16.     Break
Funding Payments. (a) With respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of
any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default
or an optional or mandatory prepayment of Loans), (ii) the conversion of any Term Benchmark Loan other than on the last day of the
Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date
specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and
is revoked in accordance therewith) or (iv) the assignment of any Term Benchmark Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.


 






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(b)           With respect to RFR
Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable thereto
(including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay
any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under ‎Section 2.11(b) and
is revoked in accordance therewith), or (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable
thereto as a result of a request by the Borrower pursuant to ‎Section 2.19, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts
that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(1)  in the case of a Foreign
Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest
under any Loan Document, an executed copy 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 IRS Form 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;


 






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(2)  in the case of a Foreign
Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI;


 


(3) in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially
in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or
a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) an executed copy 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, an executed copy 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 F-2
or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4
on behalf of each such direct and indirect partner;


 


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


 


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


 


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


 






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


 


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


 


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


 


SECTION 2.18.     Payments
Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs.


 


(a)            The
Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time
on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without set-off, recoupment or counterclaim.
Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603, except payments to be made directly to the Issuing Bank
as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.


 


(b)            Any
proceeds of Collateral received by the Administrative Agent (i) not constituting (A) a specific payment of principal, interest,
fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower) or (B) a mandatory prepayment
(which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and
the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees,
indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Borrower,
second, to pay any fees, indemnities or expense reimbursements then due to the Lenders from the Borrower, third, to pay
interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements
and any other amounts owing with respect to Banking Services Obligations and Swap Obligations ratably, fifth, to pay an amount
to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters
of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, and sixth,
to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Borrower. Notwithstanding the foregoing,
amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything
to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, none of the Administrative
Agent or any Lender shall apply any payment which it receives to any Term Benchmark Loan of a Class, except (a) on the expiration
date of the Interest Period applicable to any such Term Benchmark Loan or (b) in the event, and only to the extent, that there are
no outstanding ABR Loans of the same Class and, in any event, the Borrower shall pay the break funding payment required in accordance
with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and
reapply any and all such proceeds and payments to any portion of the Secured Obligations.


 






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(c)            At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under
the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower pursuant
to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower
maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing
for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the
Loan Documents and agrees that all such amounts charged shall constitute Loans and that all such Borrowings shall be deemed to have been
requested pursuant to Sections 2.03, as applicable and (ii) the Administrative Agent to charge any deposit account of the Borrower
maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount
due under the Loan Documents.


 


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


 






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(e)            Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the relevant Lenders or the Issuing Bank hereunder (including any date that is fixed for prepayment by notice
from the Borrower to the Administrative Agent pursuant to Section 2.11(a)) that the Borrower will not make such payment or prepayment,
the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the relevant Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the relevant Lenders or the Issuing Bank, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative
Agent, at the NYFRB Rate.


 


(f)            If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(d) or (e), 2.07(b), 2.18(e) or
9.03(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts
thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent or the
Issuing Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully
paid and/or (ii) hold any such amounts in a segregated account over which the Administrative Agent shall have exclusive control
as cash collateral for, and application to, any future funding obligations of such Lender under any such Section; in the case of each
of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.


 


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


 


(b)            If
(i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any
Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and
obligations under the Loan Documents to an assignee (other than an Ineligible Institution) that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided that (x) the Borrower shall have received
the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent
shall not unreasonably be withheld, (y) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments
required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (A) an
assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the
Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference
pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (B) the
Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed
to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the
other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested
by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.


 






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(c)            For
purposes of this Section 2.19, the term “Lender” includes the Issuing Bank and any other Recipient, as applicable.


 


SECTION 2.20.     Incremental
Facilities.


 


(a)            The
Borrower may on one or more occasions, by written notice to the Administrative Agent, request (i) during the Revolving Availability
Period, the establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Loan Commitments.
Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental
Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter
period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent,
and (B) the amount of the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, being requested
(it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or Incremental Term Loan Commitment
may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Loan Commitment, (y) any
Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be reasonably acceptable
to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, the Issuing Bank and (z) none of the
Persons described in the foregoing clauses (x) and (y) may be an Ineligible Institution). Notwithstanding anything herein to
the contrary, the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loan Commitments established pursuant
to this Section 2.20 shall not exceed the sum of (A) $75,000,000 plus (B) unlimited additional Incremental Revolving Commitments
and/or Incremental Term Loan Commitments so long as, after giving pro forma effect thereto (assuming that any such Incremental Revolving
Commitments are drawn in full, but excluding the proceeds of any such Incremental Term Loans and/or Incremental Revolving Commitments
for purposes of netting cash and Permitted Investments in the calculation of the Senior Secured Net Leverage Ratio), the Senior Secured
Net Leverage Ratio shall not exceed 2.50 to 1.00 (other than to the extent such Incremental Revolving Commitments and/or Incremental
Term Loan Commitments are incurred pursuant to this clause (B) concurrently with the incurrence of Incremental Revolving Commitments
and/or Incremental Term Loan Commitments in reliance on clause (A) of this sentence, in which case the Senior Secured Net Leverage
Ratio shall be permitted to exceed 2.50 to 1.00 to the extent of such Incremental Revolving Commitments and/or Incremental Term Loan
Commitments incurred in reliance on such clause (A)); provided that, for the avoidance of doubt, Incremental Revolving Commitments
and/or Incremental Term Loan Commitments may be incurred pursuant to this clause (B) prior to utilization of the amount set forth
in clause (A) of this sentence.


 






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(b)            The
terms and conditions of any Incremental Revolving Commitment and Revolving Loans and other extensions of credit to be made thereunder
shall be identical to those of the Revolving Commitments, Revolving Loans and other extensions of credit made thereunder, and shall be
treated as a single Class with such Revolving Commitments and Revolving Loans. The Incremental Term Loans (i) shall not mature
earlier than the latest of the latest Maturity Date hereunder or any other then existing Incremental Term Loan Maturity Date (but may
have amortization and/or customary prepayments prior to such date), (ii) shall have a Weighted Average Life to Maturity that is
no shorter than the Weighted Average Life to Maturity of any other then existing Term Loans, (iii) shall be treated substantially
the same as (and in any event no more favorably than) the Revolving Loans and the then existing Term Loans and (iv) shall have the
same Guarantees as and shall rank pari passu with respect to the Liens on the Collateral and in right of payment with the Revolving Loans
and the then existing Term Loans (except in the case of clause (iii) and (iv) to the extent that the related Incremental Facility
Agreement provides for such Incremental Term Loans to be treated less favorably, in which case such Incremental Term Loans shall be subject
to a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent); provided that
(x) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date hereunder
may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods
after the latest Maturity Date hereunder and (y) the Incremental Term Loans may be priced differently (whether in the form of interest
rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans and the then existing Term
Loans. Any Incremental Term Loan Commitments established pursuant to an Incremental Facility Agreement that have identical terms and
conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”)
of Incremental Term Loan Commitments and Incremental Term Loans for all purposes of this Agreement. Nothing contained in this Section 2.20
shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder,
or provide Incremental Term Loans, at any time.


 


(c)            The
Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower,
each Incremental Lender providing such Incremental Commitments and the Administrative Agent; provided that (other than with respect
to the incurrence of Incremental Term Loans the proceeds of which shall be used to consummate an acquisition permitted by this Agreement
for which the Borrower has determined, in good faith, that limited conditionality is reasonably necessary (any such acquisition, a “Limited
Conditionality Acquisition”) as to which conditions (i) through (iii) below shall not apply) no Incremental Commitments
shall become effective unless:


 


(i)              no
Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and
immediately after giving effect (including pro forma effect) to such Incremental Commitments and the making of Loans and issuance of
Letters of Credit thereunder to be made on such date;


 


(ii)             on
the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true
and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) on and
as of such date;


 


(iii)            after
giving effect to such Incremental Commitments and the making of Loans and other extensions of credit thereunder to be made on the date
of effectiveness thereof (and assuming, in the case of any Incremental Revolving Commitments to be made on the date of effectiveness
thereof, that such Incremental Revolving Commitments are fully drawn but excluding the proceeds of any such Incremental Commitments for
purposes of netting cash and Permitted Investments in the calculation of the Total Net Leverage Ratio), the Borrower shall be in pro
forma compliance with the financial covenants set forth in Section 6.11;


 






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(iv)           the
Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Commitments and
the related transactions under this Section;


 


(v)            the
Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the organizational
power and authority of the Borrower to borrower hereunder after giving effect to such increase;


 


(vi)           any
new Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request
and (2) in the case of any Incremental Lender that is organized under the laws of a jurisdiction outside of the United States of
America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be
necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations,
including without limitation, the Patriot Act; and


 


(vii)          the
other conditions, if any, set forth in the applicable Incremental Facility Agreement are satisfied;


 


provided further that no Incremental
Term Loans in respect of a Limited Conditionality Acquisition shall become effective unless (1) as of the date of execution of the
definitive acquisition documentation in respect of such Limited Conditionality Acquisition (the “Limited Conditionality Acquisition
Agreement”) by the parties thereto, no Default or Event of Default shall have occurred and be continuing or would result from
entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans,
no Event of Default under clauses (a), (b), (h), (i) or (j) of Article VII is in existence immediately before or
after giving effect (including on a pro forma basis) to such borrowing and to any concurrent transactions and any substantially concurrent
use of proceeds thereof, (3) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true
and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse
Effect, in all respects) as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto,
(4) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” representations and warranties
(with such representations and warranties to be reasonably determined by the Lenders providing such Incremental Term Loans) shall be
true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse
Effect, in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Term Loans and (5) as
of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, the Borrower shall be in
pro forma compliance with the financial covenants set forth in Section 6.11. Each Incremental Facility Agreement may, without the
consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the
opinion of the Administrative Agent, to give effect to the provisions of this Section and no consent of any Lender (other than the
Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental
Term Loan pursuant to this Section 2.20.


 






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(d)           Upon
the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender”
(and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights
of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be
bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable
Class) hereunder (it being understood that such Incremental Lender shall deliver the documentation required under Section 2.17(f) to
the Administrative Agent and the Borrower) and under the other Loan Documents, and (ii) in the case of any Incremental Revolving
Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment,
shall increase) the Revolving Commitment of such Incremental Lender and (B) the total Revolving Commitments shall be increased by
the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set
forth in the definition of the term “Revolving Commitment.” For the avoidance of doubt, upon the effectiveness of any Incremental
Revolving Commitment, the Revolving Credit Exposure of the Incremental Revolving Lender holding such Revolving Commitment, and the Applicable
Percentage of all the Lenders, shall automatically be adjusted to give effect thereto.


 


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


 


(f)            Subject
to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental
Term Loan Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Loan Commitment
on the date specified in such Incremental Facility Agreement.


 


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


 


SECTION 2.21.     Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:


 


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


 


(b)           any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from
a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent
as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second,
in the case of any Defaulting Lender that is a Revolving Lender, to the payment of any amounts owing by such Defaulting Lender to the
Issuing Bank hereunder; third, in the case of any Defaulting Lender that is a Revolving Lender, to cash collateralize the Issuing
Bank’s LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower may request
(so long as no Default or Event of Default exists), to the funding of any Loan in respect of which 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 Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) in the case of
any Defaulting Lender that is a Revolving Lender, cash collateralize the Issuing Bank’s future LC Exposure with respect to such
Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth,
to the payment of any amounts owing to the Lenders or the Issuing Bank (in the case of any Defaulting Lender that is a Revolving Lender)
as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender
as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of
a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement or under any other Loan Document; 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 Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied
or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders of the
applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such
Defaulting Lender’s LC Exposure are held by the Lenders of the applicable Class pro rata in accordance with the applicable
Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;


 






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(c)            the
Revolving Commitment and Revolving Credit Exposure and the Term Loan Commitment of such Defaulting Lender shall not be included in determining
whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification
pursuant to Section 9.02); provided, that, except as otherwise provided in Section 9.02, this clause (c) shall
not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such
Lender or each Lender directly affected thereby;


 


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


 


(i)            all
or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their
respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such
non-Defaulting Lender’s Revolving Credit Exposure to exceed its Revolving Commitment;


 


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


 






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


 


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


 


(v)            if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter of credit
fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing
Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(e)            so
long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit,
unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered
by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with
Section 2.21(d), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.21(d)(i) (and such Defaulting Lender shall not participate therein).


 


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


 


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


 


SECTION 2.22.     Extension
of Maturity Date.


 


(a)            The
Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders
of the applicable Class), not less than 60 days in advance of the Revolving Credit Maturity Date in effect at such time (the “Existing
Revolving Credit Maturity Date”) or the Term Loan Maturity Date in effect at such time (the “Existing Term Loan Maturity
Date”; any reference to the “Existing Maturity Date” in this Section 2.22 shall mean the Existing Revolving
Credit Maturity Date or the Existing Term Loan Maturity Date, as the context requires), as the case may be, request that the Lenders
of the applicable Class extend the applicable Existing Maturity Date to the first anniversary of such Existing Maturity Date. Each
Lender of the applicable Class, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than
the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following
Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to
the requested extension. Each Lender of the applicable Class that advises the Administrative Agent that it will not extend the applicable
Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender of the
applicable Class that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and
any Lender of the applicable Class that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender
in respect of the applicable Extension Request. The Administrative Agent shall notify the Borrower, in writing, of the applicable Lenders’
elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other
Lender to so agree. The Revolving Credit Maturity Date and the Term Loan Maturity Date may each be extended no more than one time pursuant
to this Section 2.22.


 






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(b)            (i) If,
by the Response Date, Lenders holding unused Commitments and Credit Exposure of the applicable Class that aggregate 50% or more
of the total unused Commitments and Credit Exposure of such Class shall constitute Non-extending Lenders in respect of the applicable
Extension Request, then the applicable Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans
and other amounts payable hereunder for such Class shall be payable, and the Commitments of such Class shall terminate (to
the extent not previously terminated), on the applicable Existing Maturity Date in effect prior to such extension.


 


(ii) If
(and only if), by the Response Date, Lenders holding unused Commitments and Credit Exposure of the applicable Class that aggregate
more than 50% of the total Commitments and Credit Exposure of such Class shall have agreed to extend the applicable Existing Maturity
Date (each such consenting Lender of such Class, an “Extending Lender”), then effective as of the applicable Existing
Maturity Date, the Maturity Date for such Extending Lenders of such Class shall be extended to the first anniversary of such Existing
Maturity Date (subject to satisfaction of the conditions set forth in Section 2.22(d)). In the event of such extension, the Commitment
(to the extent not previously terminated) of each Non-extending Lender of the applicable Class shall terminate on the applicable
Existing Maturity Date in effect for such Non-extending Lender prior to such extension and the outstanding principal balance of all Loans
and other amounts payable hereunder for such Class to such Non-extending Lender shall become due and payable on such Existing Maturity
Date and, subject to Section 2.22(c) below, the total Commitments (to the extent not previously terminated) of such Class hereunder
shall be reduced by the Commitments of the Non-extending Lenders of such Class so terminated on such Existing Maturity Date.


 


(c)            In
the event of any extension of an Existing Maturity Date pursuant to Section 2.22(b)(ii), the Borrower shall have the right on or
before the applicable Existing Maturity Date, at its own expense, to require any Non-extending Lender to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights (other than its
rights to payments pursuant to Section 2.15, Section 2.16, Section 2.17 or Section 9.03 arising prior to the effectiveness
of such assignment) and obligations under this Agreement for the applicable Class of Loans and Commitments to one or more banks
or other financial institutions (other than any Ineligible Institution) identified to the Non-extending Lender by the Borrower, which
may include any existing Lender (each a “Replacement Lender”); provided that (i) such Replacement Lender,
if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Bank (such approvals
to not be unreasonably withheld) to the extent the consent of the Administrative Agent and the Issuing Bank would be required to effect
an assignment under Section 9.04(b), (ii) such assignment shall become effective as of a date specified by the Borrower (which
shall not be later than the applicable Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of
the requested extension) and (iii) the Replacement Lender shall pay to such Non-extending Lender in immediately available funds
on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount
Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date. Each
party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption
executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment
and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants),
and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and
shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such
assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as
reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties
thereto.


 






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(d)            As
a condition precedent to each such extension of an Existing Maturity Date pursuant to Section 2.22(b)(ii), the Borrower shall (i) deliver
to the Administrative Agent a certificate of the Borrower dated as of the applicable Existing Maturity Date signed by a Responsible Officer
of the Borrower certifying that, as of such date, both before and immediately after giving effect to such extension, (A) the representations
and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (or, if qualified by materiality
or “Material Adverse Effect”, in all respects) and (B) no Default shall have occurred and be continuing and (ii) in
the case of any extension of the Revolving Credit Maturity Date, first make such prepayments of the outstanding Revolving Loans
and second provide such cash collateral (or make such other arrangements satisfactory to the Issuing Bank) with respect to the
outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Revolving Commitments of
the Non-extending Lenders pursuant to Section 2.22(b) and any assignment pursuant to Section 2.22(c), the aggregate Revolving
Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements)
so provided does not exceed the aggregate amount of Revolving Commitments being extended.


 


(e)            For
the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders of the applicable Class participating
in the extension of the applicable Existing Maturity Date) shall be required for any extension of any Maturity Date pursuant to this
Section 2.22 and (ii) the Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to
provide for any such extensions under this Section 2.22 with the consent of the Borrower but without the consent of any other Lenders;
provided that any amendments to the scheduled amortization of the Term Loans held by Extending Lenders and any Replacement Lenders
shall be subject to the consent of the applicable Extending Lenders and Replacement Lenders.


 






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ARTICLE III


 


Representations and Warranties


 


The Borrower represents and
warrants to the Lenders that:


 


SECTION 3.01.     Organization;
Powers; Subsidiaries. Each of the Borrower and its Subsidiaries is duly organized or incorporated, as the case may be, and, validly
existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its
organization or incorporation, has all requisite power and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified
to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where
its ownership, lease or operation of properties or the conduct of its business requires such qualification is required. Schedule 3.01
of the Disclosure Letter (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material
Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding
shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage
is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All
of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully
paid and nonassessable (as such term is determined under applicable law) and all such shares and other equity interests indicated on
Schedule 3.01 of the Disclosure Letter as owned by the Borrower or another Subsidiary are owned, beneficially and of record,
by the Borrower or any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted
by Section 6.02. As of the Effective Date, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary
to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity
interests of the Borrower or any Subsidiary.


 


SECTION 3.02.     Authorization;
Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized
by all necessary corporate or other organizational actions and, if required, actions by equity holders. The Loan Documents to which each
Loan Party is a party have been duly executed and delivered by such Loan Party and, subject to the Legal Reservations, constitute a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation, composition, compromise, assignment,
examinership, Rescue Process, suspension of payments, dissolution, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


SECTION 3.03.     Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for
filings, registrations or Perfection Requirements necessary to perfect Liens created pursuant to the Loan Documents, (b) will not
violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries
or any material order of any Governmental Authority binding upon the Borrower or any of its Subsidiaries, (c) will not violate or
result in a default under any Exclusive License, indenture, material agreement or other material instrument binding upon the Borrower
or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any
of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries, other than Liens created under the Loan Documents.


 






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SECTION 3.04.     Financial
Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2021 reported
on by BDO USA, LLP, independent public accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year
ended June 30, 2022, certified by its chief financial officer. Such financial statements present fairly, in all material respects,
the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and
for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.


 


(b)            Since
December 31, 2021, there has been no material adverse change in the business, assets, results of operations or financial condition
of the Borrower and its Subsidiaries, taken as a whole.


 


SECTION 3.05.     Properties.
(a) Each of the Borrower and its Subsidiaries has good title to, or (to the knowledge of the Borrower) valid leasehold interests
in, all its real and personal property (excluding intellectual property, which is considered in Section 3.05(b)) material to its
business, except as could not reasonably be expected to have a Material Adverse Effect.


 


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


 


SECTION 3.06.     Litigation,
Environmental and Labor Matters. (a) There are no actions, suits, proceedings or investigations by or before any arbitrator
or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of
its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined,
could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this
Agreement or the Transactions.


 


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


 


(c)            There
are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened that
have resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees
of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state,
local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse
Effect. All material payments due from the Borrower or any of its Subsidiaries, or for which any claim may be made against the Borrower
or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued
as liabilities on the books of the Borrower or such Subsidiary, except to the extent that the failure to do so has not resulted in, and
could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to
any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the
Borrower or any of its Subsidiaries is bound.


 






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SECTION 3.07.         Compliance
with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Material Exclusive License Agreement Default has occurred.


 


SECTION 3.08.         Investment
Company Status. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject
to regulation under, the Investment Company Act of 1940.


 


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


 


SECTION 3.10.         ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.


 


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


 


(b)            As
of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided
on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.


 


SECTION 3.12.         Federal
Reserve Regulations. No part of the proceeds of any Loan have been used or will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Margin Stock constitutes less
than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation
on sale, pledge, or other restriction hereunder.


 






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SECTION 3.13.         Liens.
There are no Liens on any of the real or personal properties of the Borrower or any Subsidiary except for Liens permitted by Section 6.02.


 


SECTION 3.14.         No
Default. No Default or Event of Default has occurred and is continuing.


 


SECTION 3.15.         No
Burdensome Restrictions. The Borrower is not subject to any Burdensome Restrictions except as otherwise permitted under Section 6.08.


 


SECTION 3.16.         Solvency.


 


(a)            The
Borrower and its Subsidiaries, taken as a whole, are Solvent and will be Solvent.


 


(b)            The
Borrower does not intend to, nor will it permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries
will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received
by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness
of any such Subsidiary.


 


SECTION 3.17.         Insurance.
The Borrower maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance
on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such
properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the
same or similar locations.


 


SECTION 3.18.         Security
Interest in Collateral. The provisions of the Security Agreement, subject to the Perfection Requirements and to the extent it has
been executed and delivered by the parties thereto and is then in effect, will create legal and valid Liens on all the Collateral in
favor of the Administrative Agent, for the benefit of the Secured Parties, and (i) when the Collateral constituting certificated
securities (as defined in the UCC) is delivered to the Administrative Agent, together with instruments of, transfer duly endorsed in
blank, the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of
the pledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) when a copyright security agreement
is executed and delivered to the Administrative Agent and filed with the U.S. Copyright Office the Liens under the Security Agreement
will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in the copyright listed
thereto, (iii) when a trademark security agreement or a patent security agreement is executed and delivered to the Administrative
Agent and the financing statements referenced in clause (iv) below have been filed, the Liens under the Security Agreement will
constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in the patents and trademarks
listed thereto, and (iv) when financing statements in appropriate form are filed in the applicable filing offices, the security
interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of
the Loan Parties in the remaining Collateral covered by the Security Agreement to the extent perfection can be obtained by filing UCC
financing statements, in each case, enforceable against the applicable Loan Party and all third parties, and having priority over all
other Liens on the Collateral except in the case of (a) Liens permitted by Section 6.02 to the extent such Liens would have
priority by operation of applicable law or contract, (b) Liens perfected only by possession (including possession of any certificate
of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral and (c) certain
items of Collateral located in or otherwise subject to foreign law where the grant of a Lien or priority and perfection thereof in accordance
with the UCC may not be recognized or enforceable.


 






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SECTION 3.19.     Anti-Corruption
Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance
by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors
and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged
in any activity that could reasonably be expected to result in the Borrower being designated as a Sanctioned Person. None of (a) the
Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees,
or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection
with or benefit from the credit facilities established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds
or other Transactions will violate any Anti-Corruption Law or applicable Sanctions.


 


SECTION 3.20.     Affected
Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 3.21.     Plan
Assets; Prohibited Transactions. None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets”
(within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the Transactions, including
the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code.


 


SECTION 3.22.     Representations
as to Designated Foreign Guarantors.


 


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


 


(b)            The
Applicable Foreign Loan Party Documents to which any Designated Foreign Guarantor is a party are in proper legal form under the laws
of the jurisdiction in which such Designated Foreign Guarantor is duly incorporated, organized and validly existing for the enforcement
thereof against such Designated Foreign Guarantor under the laws of such jurisdiction (or such other law as shall be specified in such
documents), and, subject to the Legal Reservations and Perfection Requirements, to ensure the legality, validity, enforceability (except
in respect of Subsidiaries incorporated in jurisdictions other than England and Wales, as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally), priority and admissibility in evidence of
such Applicable Foreign Loan Party Documents.


 


(c)            There
is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental
Authority in or of the jurisdiction in which any Designated Foreign Guarantor is organized and existing either (i) on or by virtue
of the execution or delivery of the Applicable Foreign Loan Party Documents to which such Designated Foreign Guarantor is a party or
(ii) on any payment to be made by such Designated Foreign Guarantor pursuant to the Applicable Foreign Loan Party Documents to which
it is a party, except as has been disclosed to the Administrative Agent.


 






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


 


SECTION 3.23.         UK
Pensions: With respect only to Subsidiaries of the Borrower incorporated in the United Kingdom, (i) neither the Borrower nor
any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of
an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993); and (ii) neither
it nor any of its Subsidiaries is or has at any time been "connected" with or an "associate" of (as those terms are
used in sections 38 and 43 of the UK Pensions Act 2004) such an employer.


 


ARTICLE IV


 


Conditions


 


SECTION 4.01.         Effective
Date. The obligations of the Lenders to make and/or re-evidence Loans and of the Issuing Bank to issue Letters of Credit hereunder
shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)        
    The Administrative Agent (or its counsel) shall have received (i) from each party hereto
either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the
Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that
such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal
opinions, certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection
with the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described
in the list of closing documents attached as Exhibit E.


 


(b)     
       The Administrative Agent shall have received a favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Cooley LLP, counsel for the Loan Parties
covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall
reasonably request. The Borrower hereby requests such counsel to deliver such opinion.


 


(c)    
        The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good
standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan
Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel
and as further described in the list of closing documents attached as Exhibit E.


 






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(d)            The
Administrative Agent and Lenders shall have received all documentation and other information required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including USA PATRIOT Act, and
a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party to the extent requested prior to the Effective
Date.


 


(e)            The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.


 


(f)       
     The Administrative Agent shall have received the audited financial statements,
unaudited quarterly financial statements of the Borrower referred to in Section 3.04(a) and satisfactory financial
statement projections through and including the Borrower’s 2025 fiscal year.


 


(g)     
       The Administrative Agent shall have received, to the extent the Borrower
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three days prior to the
Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a
Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided
that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this
clause (f) shall be deemed to be satisfied).


 


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


 


SECTION 4.02.         Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (for the avoidance of doubt, excluding
any conversion or continuation of any Loans that does not increase the principal amount of such Loans), and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)            The
representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (or, if
qualified by materiality or “Material Adverse Effect”, in all respects) on and as of the date of such Borrowing or the date
of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, and after giving effective thereto and the other
Transactions to occur on such date, except in the case of any such representation and warranty that expressly relates to an earlier date,
in which case such representation and warranty shall be true and correct in all material respects (or, if qualified by materiality or
 “Material Adverse Effect”, in all respects) as of such earlier date.


 


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


 


Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof
as to the matters specified in paragraphs (a) and (b) of this Section.


 






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ARTICLE V


 


Affirmative Covenants


 


Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full
(other than Obligations expressly stated to survive such payment and termination) and all Letters of Credit shall have expired or terminated,
in each case, without any pending draw (or shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory
to the Administrative Agent), and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that:


 


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


 


(a)            within
ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower ending December 31,
2022), its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the
end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by
BDO USA, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification
or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;


 


(b)            within
forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with
the fiscal quarter of the Borrower ended September 30, 2022), its consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)            concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower
(i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action
taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance
with Section 6.11 (commencing with the fiscal quarter of the Borrower ended September 30, 2022, and in the case of the fiscal
quarter ended September 30, 2022, calculated after giving effect on a pro forma basis to the Transactions to occur on the Effective
Date), (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial
statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate, (iv) identifying the Material Domestic Subsidiaries and (v) attaching updates to
Exhibits to the Security Agreement;


 


(d)            [Reserved];


 


(e)            as
soon as available, but in any event not more than sixty (60) days after the end of each fiscal year of the Borrower, a copy of the
plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of
the Borrower for each quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent;


 






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


 


(g)            promptly
following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of
the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably
request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance
with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and
the Beneficial Ownership Regulation.


 


Documents required to be delivered pursuant to
clauses (a), (b) or (e) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed
to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering
and Retrieval System; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative
Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft
copies) of such documents upon written request by Administrative Agent. The Administrative Agent shall have no obligation to request
the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing
posted documents or requesting delivery of paper copies of such document to it and maintaining its copies of such documents. Notwithstanding
anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificates required
by clause (c) of this Section 5.01 to the Administrative Agent.


 


SECTION 5.02.         Notices
of Material Events. The Borrower will, upon knowledge thereof by a Responsible Officer, furnish to the Administrative Agent and each
Lender prompt written notice of the following:


 


(a)            the
occurrence of any Default;


 


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


 


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


 


(d)            (i) the
occurrence of any default (whether matured or unmatured) under any Material Exclusive License Agreement, together with a reasonable description
of such default, (ii) any material amendment, restatement, modification, supplement or waiver in respect of, or material notice
delivered pursuant to, any Material Exclusive License Agreement, together with copies thereof and (iii) the existence of any material
claims, disputes or other disagreements of any nature, whether actual or threatened, in respect of, involving or otherwise affecting
any Material Exclusive License Agreement, together with a reasonable description thereof; and


 






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


 


Each notice delivered under this Section shall
be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event
or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered
pursuant to clause (b) of this Section 5.02 may be delivered by the Borrower’s reference to or one or more annual or
quarterly or other periodic reports containing such information shall have been posted by the Administrative Agent on an IntraLinks or
similar website to which the Lenders have been granted access or shall be available on the website of the SEC at http://www.sec.gov.
Information required to be delivered pursuant to this Section 5.02 may also be delivered by electronic communications pursuant to
procedures approved by the Administrative Agent.


 


SECTION 5.03.     Existence;
Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges,
franchises, governmental authorizations and intellectual property rights material to the conduct of its business, and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is conducted; provided that (i) the foregoing
shall not prohibit any merger, consolidation, reorganization, liquidation or dissolution permitted under Section 6.03 and (ii) neither
the Borrower nor any of its Subsidiaries shall be required to preserve any right, license, permit, privilege, franchise, patent, copyright,
trademark, trade name or other intellectual property rights which in the reasonable good faith determination of the Borrower or such
Subsidiary are not material to the conduct of the business of the Borrower or its Subsidiaries.


 


SECTION 5.04.     Payment
of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that,
if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.05.     Maintenance
of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all tangible
property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain
with financially sound and reputable carriers (i) insurance in such amounts (with no greater risk retention) and against such risks
(including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities;
business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute
engaged in the same or similar businesses operating in the same or similar locations and (ii) all insurance required pursuant to
the Collateral Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable
detail as to the insurance so maintained. The Borrower shall deliver to the Administrative Agent or confirm the continuing effectiveness
of endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and
assets insurance policies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, and (y) to
all general liability and other liability policies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent an additional
insured. In the event the Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of
the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent,
without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under
no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto
which the Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations,
payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of
any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the
taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.


 






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SECTION 5.06.     Books
and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries in conformity with GAAP and applicable law are made of all material dealings and transactions
in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender (pursuant to a request made through the Administrative Agent), at reasonable times,
upon reasonable prior notice (but not more than once annually if no Event of Default shall exist), to visit and inspect its properties,
to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies,
and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as
often as reasonably requested. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may
prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use
by the Administrative Agent and the Lenders. Notwithstanding anything to the contrary in this Section 5.06, neither the Borrower
nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of,
any documents, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information,
(ii) in respect of which disclosure to the Administrative Agent (or any designated representative) is then prohibited by law, rule or
regulation or any agreement binding on the Borrower or any of its Subsidiaries or (iii) is subject to attorney client or similar
privilege or constitutes attorney work product.


 


SECTION 5.07.     Compliance
with Laws and Material Contractual Obligations. The Borrower will, and will cause each of its Subsidiaries to, (i) comply with
all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation
Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party,
in each case except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08.     Use
of Proceeds. The proceeds of the Loans will be used only to finance the working capital needs, and for general corporate purposes,
of the Borrower and its Subsidiaries in the ordinary course of business or otherwise in connection with transactions permitted by the
terms of this Agreement (including, without limitation, for Permitted Acquisitions and permitted share repurchases); provided
that “Loans” borrowed under (and as defined in) the Existing Credit Agreement and re-evidenced hereby have been used as provided
in the Existing Credit Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing
or Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers,
employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise
to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption
Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned
Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted
by a corporation incorporated in the United States or in a European Union member state or (iii) in any manner that would result
in the violation of any Sanctions applicable to any party hereto.


 






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SECTION 5.09.     Subsidiary
Guarantors; Pledges; Additional Collateral; Further Assurances.


 


(a)            As
promptly as possible but in any event within forty five (45) days (or such later date as may be agreed upon by the Administrative Agent)
after any Person qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary
pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written
notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such
Subsidiary (other than any CFC Holding Company or any Subsidiary of any CFC or CFC Holding Company) which also qualifies as a Material
Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case
in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary
Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions
as may be reasonably requested by, and in form and substance reasonably satisfactory to the Administrative Agent and its counsel. For
the avoidance of doubt, except as provided in Section 5.09(f) below, no CFC or CFC Holding Company (or any subsidiary of any
CFC or CFC Holding Company) shall, by joinder or otherwise, become party to the Subsidiary Guaranty or the Security Agreement or otherwise
be bound by the terms and provisions thereof.


 


(b)            The
Borrower will cause, and will cause each other Loan Party to cause, all of its owned property (whether personal, tangible, intangible,
or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative
Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with, and to the extent required by, the
terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. The Borrower will cause
the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than the Excluded Assets)
directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority perfected Lien, subject in any
case to Liens permitted by Section 6.02, in favor of the Administrative Agent to secure the Secured Obligations in accordance with
the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably
request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary (other than
the Applicable Pledge Percentage of the Equity Interests of a Designated Foreign Guarantor or a Subsidiary directly owned by a Designated
Foreign Guarantor) shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would
not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge
agreements.


 


(c)            Subject
to the restriction in Section 5.09(a) and (b), the Borrower will, and will cause each applicable Subsidiary to, execute and
deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take
or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other
actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative
Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents
and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense
of the Borrower.


 


(d)            If
any assets are acquired by a Loan Party after the Effective Date (other than the Excluded Assets and assets constituting Collateral under
the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify
the Administrative Agent thereof in accordance with the terms of the Collateral Documents, and, if requested by the Administrative Agent,
the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan
Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens,
including actions described in paragraph (c) of this Section, all at the expense of the Borrower.


 






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(e)            Notwithstanding
anything to the contrary herein or in any other Loan Document, no Loan Party shall have any obligation to (i) perfect any security
interest or lien in any intellectual property included in the Collateral in any jurisdiction other than in the United States (or, with
respect to any Grantor that is a Designated Foreign Guarantor, the United States and such Grantor’s jurisdiction or incorporation
or formation); provided, however, that upon the reasonable request of the Administrative Agent and in consultation with the Borrower,
the Administrative Agent may make additional filings or recordations to perfect or protect its Lien in intellectual property of such
Grantor that is material to the business of the Borrower and its Subsidiaries, on a consolidated basis, in any jurisdiction where any
Designated Foreign Guarantor is incorporated or formed, or, if applicable, in an international registry under the World Intellectual
Property Organization (WIPO) or (ii) to obtain any landlord waivers, estoppels or collateral access letters.


 


(f)            Notwithstanding
anything to the contrary herein or in any other Loan Document, the Borrower may from time to time elect to cause any Foreign Subsidiary
organized in a jurisdiction reasonably acceptable to the Administrative Agent to be a Designated Foreign Guarantor upon written notice
to the Administrative Agent. Promptly following receipt of any such notice, the Administrative Agent shall advise each Lender of the
details thereof. Following such election, the Borrower shall cause such Foreign Subsidiary to become a Loan Party and a Subsidiary Guarantor
in accordance with this Section 5.09 as though such Subsidiary were a newly acquired or formed Material Domestic Subsidiary, mutatis
mutandis, and upon (i) the satisfaction of such requirements under Sections 5.09(a) and (b) with respect to such Foreign
Subsidiary and its assets, (ii) the effectiveness of the applicable joinders to the Subsidiary Guaranty and the Security Agreement
and any other customary local law governed Collateral Documents necessary or reasonably requested by the Administrative Agent to grant
and perfect the Liens contemplated hereby, and (iii) receipt by the Administrative Agent and the Lenders of such information and
documentation reasonably requested thereby 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, such Foreign Subsidiary
shall constitute a Subsidiary Guarantor and a Loan Party hereunder.


 


ARTICLE VI


 


Negative Covenants


 


Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full (other than
Obligations expressly stated to survive such payment and termination) and all Letters of Credit have expired or terminated, in each case,
without any pending draw (or shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the
Administrative Agent), and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


SECTION 6.01.     Indebtedness.
The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:


 






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(a)            the
Secured Obligations;


 


(b)            Indebtedness existing on the date hereof and set forth in Schedule 6.01 of the
Disclosure Letter and any Permitted Refinancing Indebtedness in respect thereof;


 


(c)            Indebtedness
of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided that Indebtedness of
any Subsidiary that is not a Loan Party to any Loan Party shall be subject to the limitations set forth in Section 6.04(d);


 


(d)            Guarantees
by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;


 


(e)            Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any
fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect
thereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such
acquisition or the completion of such construction, repair, replacement, lease or improvement and (ii) the aggregate principal amount
of Indebtedness permitted by this clause (e) shall not exceed $10,000,000 at any time outstanding;


 


(f)             Indebtedness
of the Borrower or any Subsidiary as an account party in respect of trade letters of credit;


 


(g)            Indebtedness
of any Person that becomes a Subsidiary after the date hereof (and any Permitted Refinancing Indebtedness in respect of this clause (g)),
so long as (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Subsidiary and (ii) at the time of such Person becoming a Subsidiary (and, assuming for purposes
of this clause (g) that such Indebtedness of such Person was originally incurred at such time, at the time of the incurrence of
such Indebtedness) and immediately after giving effect (including pro forma effect) thereto, (A) in respect of any such Indebtedness
of such Subsidiary that is not a Loan Party, the aggregate outstanding principal amount of all such Indebtedness of all Subsidiaries
that are not Loan Parties in reliance on this clause (g), when taken together with Indebtedness incurred in reliance on Section 6.01(q),
does not exceed 10% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial
statements are available (or, prior to such financial statements being available, the last day of the last fiscal quarter included in
the financial statements referred to in Section 3.04(a))) and (B) in respect of any such Indebtedness of such Subsidiary that
is a Loan Party, the Senior Secured Net Leverage Ratio is less than or equal to 2.50 to 1.00 (excluding the proceeds of any such Indebtedness
for purposes of netting cash and Permitted Investments in the foregoing calculation of the Senior Secured Net Leverage Ratio);


 


(h)            Indebtedness
in respect of Banking Services;


 


(i)             Indebtedness
under bid bonds, performance bonds, surety bonds and similar obligations, in each case, incurred by the Borrower or any of its Subsidiaries
in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds,
performance bonds, surety bonds and similar obligations;


 


(j)             Indebtedness any purchase price adjustment, royalty, earnout, Milestone Payment or
contingent payment of a similar nature incurred in connection with a Permitted Acquisition to the extent the amount thereof is no
longer contingent and is fully determinable;


 






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(k)            Indebtedness
arising from agreements providing for indemnification for obligations not constituting Indebtedness, or from guaranties, surety bonds
or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with
Permitted Acquisitions, other Investments or acquisitions permitted hereunder or dispositions permitted by Section 6.03;


 


(l)             Indebtedness
representing installment insurance premiums owing in the ordinary course of business;


 


(m)           unsecured
Indebtedness arising out of judgments not constituting an Event of Default under clause (k) of Article VII;


 


(n)            Indebtedness
of the Borrower or any Subsidiary in respect of Swap Agreements permitted by Section 6.05;


 


(o)            Permitted
Debt (and any Permitted Refinancing Indebtedness in respect of this clause (o)) so long as at the time of and immediately after giving
effect (including pro forma effect) to the incurrence of such Permitted Debt and the use of proceeds thereof (i) the Total Net Leverage
Ratio is less than or equal to 3.25 to 1.00 (excluding the proceeds of any such Indebtedness for purposes of netting cash and Permitted
Investments in the foregoing calculation of the Total Net Leverage Ratio) and (ii) no Default or Event of Default shall have occurred
and be continuing or shall result therefrom;


 


(p)            Indebtedness
in the form of an intercompany note issued in connection with a Permitted Acquisition involving a tender offer followed by a short form
merger (i.e. a statutory short form merger that requires no further approvals to consummate); provided that (i) such short
form merger is consummated within five (5) Business Days of the incurrence of such Indebtedness and (ii) not later than three
(3) Business Days after consummation of the related short form merger, such Indebtedness (x) is extinguished or retired or
(y) otherwise becomes a permitted Investment;


 


(q)            Indebtedness
of Foreign Subsidiaries (other than Designated Foreign Guarantors), and guarantees thereof by Foreign Subsidiaries (other than Designated
Foreign Guarantors), in respect of local lines of credit, letters of credit, bank guarantees and similar extensions of credit, in an
aggregate principal amount not to exceed, when taken together with Indebtedness incurred in reliance on the basket under Section 6.01(g)(ii)(A),
does not exceed 10% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial
statements are available (or, prior to such financial statements being available, the last day of the last fiscal quarter included in
the financial statements referred to in Section 3.04(a))); and


 


(r)             unsecured
Indebtedness in an aggregate principal amount not exceeding $50,000,000 at any time outstanding.


 


SECTION 6.02.         Liens.
The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect
of any thereof, except:


 


(a)            Liens
created pursuant to any Loan Document;


 


(b)            Permitted
Encumbrances and Liens on Borrower Margin Stock;


 






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(c)            any
Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02
of the Disclosure Letter and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor;
provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary other than improvements
thereon or proceeds from the disposition of such property or asset and (ii) such Lien shall secure only those obligations which
it secures on the date hereof any Permitted Refinancing Indebtedness in respect thereof (other than as permitted by Section 6.01);


 


(d)            any
Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property
or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary and any replacements,
modifications, renewals and extensions thereof; provided that (i) such Lien is not created in contemplation of or in connection
with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property
or assets of the Borrower or any Subsidiary (other than, in the case of any such merger or consolidation, the assets of any Subsidiary
without significant assets that was formed solely for the purpose of effecting such acquisition) and (iii) such Lien shall secure
only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may
be, and any Permitted Refinancing Indebtedness in respect thereof to the extent permitted by Section 6.01(g);


 


(e)            Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security
interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii)  the Indebtedness secured thereby does
not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iii) such security interests shall
not apply to any other property or assets of the Borrower or any Subsidiary; provided further that in the event Indebtedness under
Section 6.01(e) is owed to any Person with respect to financing under a single credit facility of more than one purchase of
any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets
financed by such Person under such credit facility;


 


(f)            Liens
with respect to property or assets of the Borrower or any Subsidiary securing Permitted Debt; provided that (i) such Liens
secure only Permitted Debt permitted by clause (o) of Section 6.01 and (ii) such Permitted Debt shall be secured only
by a Lien on the Collateral and on a pari passu or subordinated basis with the Obligations and shall be subject to a customary intercreditor
agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent;


 


(g)            dispositions
of assets not prohibited by Section 6.03 and in connection therewith, customary rights and restrictions contained in agreements
relating to such dispositions pending the completion thereof, or in the case of a license, during the term thereof and any option or
other agreement to dispose any asset not prohibited by Section 6.03;


 


(h)            Liens
on earnest money deposits of cash or cash equivalents made, or escrow or similar arrangements entered into, in connection with any Permitted
Acquisition or other Investment permitted pursuant to Section 6.04;


 


(i)            Liens
in the nature of the right of setoff in favor of counterparties to contractual agreements with Borrower or any Subsidiary in the ordinary
course of business;


 


(j)            Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower
or any Subsidiary in the ordinary course of business;


 






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(k)            Liens
on the assets of Foreign Subsidiaries (other than Designated Foreign Guarantors) that secure only Indebtedness or other obligations of
such Foreign Subsidiaries permitted hereunder;


 


(l)             Liens
on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 6.01(l);


 


(m)           Liens
on securities that are the subject of repurchase agreements permitted hereunder;


 


(n)            Liens
(i) consisting of deposits or advances made by the Borrower or any of its Subsidiaries in connection with any letter of intent or
purchase agreement in respect of any Permitted Acquisition or Investment permitted under Section 6.04 or (ii) consisting of
an option or agreement to dispose of any property permitted to be sold pursuant to Section 6.03;


 


(o)            Liens
on any assets held by a trustee (i) under any indenture or other debt instrument where the proceeds thereof of the securities issued
thereunder are held in escrow pursuant to customary escrow arrangements pending the release thereof, and (ii) under any indenture
pursuant to customary discharge, redemption or defeasance provisions; and


 


(p)            Liens
on assets of the Borrower and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness
and other obligations subject to such Liens does not at any time exceed $5,000,000.


 


SECTION 6.03.         Fundamental
Changes and Asset Sales. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease, Exclusively License or otherwise
dispose of (in one transaction or in a series of transactions) any of its assets (including pursuant to a Sale and Leaseback Transaction),
or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, the
following shall be permitted:


 


(i)            any
Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation;


 


(ii)           any
Person (other than the Borrower) may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided
that any such merger involving the Borrower must result in the Borrower as the surviving entity) and any Person that is not a Loan
Party may merge into any other Subsidiary that is not a Loan Party;


 


(iii)          the
Borrower may sell, transfer, lease or otherwise dispose of its assets to a Loan Party, any Subsidiary may sell, transfer, lease or otherwise
dispose of its assets to a Loan Party and any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its
assets to any other Subsidiary that is not a Loan Party;


 


(iv)          the
Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions
of used equipment for value in the ordinary course of business, (C) enter into non-exclusive licenses of technology in the ordinary
course of business, (D) enter into leases, subleases and non-Exclusive Licenses or sublicenses of property to other Persons in the
ordinary course of business not materially interfering with the business of Borrower and the Subsidiaries taken as a whole, (E) make
any other sales, transfers, leases or dispositions of assets, or any grants of Exclusive Licenses, the book value of which, together
with the book value of all other assets of the Borrower and its Subsidiaries previously transferred, leased, sold or disposed of (but
excluding any such assets that have been Exclusively Licensed) in reliance upon this clause (E) during any fiscal year of the
Borrower, does not exceed an amount equal to 7.5% of Consolidated Total Assets during any fiscal year of the Borrower (determined as
of the last day of the most recent fiscal year for which financial statements have been delivered pursuant to Section 5.01(a) (or,
if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a), the most recent
financial statements referred to in Section 3.04(a)(i))); provided that all sales, transfers, leases and other dispositions
permitted under this clause (E) shall be made for fair value and for at least 75% cash consideration; provided further that
for the purposes of this clause (E), the following consideration shall be deemed to be cash consideration (1) any Permitted Investments,
(2) any consideration arising from the assumption of liabilities other than Indebtedness and (3) any contingent or deferred
consideration payable in cash or cash equivalents; provided further that any Exclusive License shall (1) be accretive to
Consolidated EBITDA in the Borrower’s reasonable determination and (2) upon consummation of any Material Exclusive License
Agreement, be subject to the same terms and conditions under this Agreement in respect of any other Material Exclusive License Agreement;
and (F) assign, cancel, abandon or otherwise dispose of immaterial intellectual property that is, in the reasonable judgment of
the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries,
taken as a whole;


 






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(v)           the
Borrower and its Subsidiaries may sell, transfer or otherwise dispose of non-core assets acquired in a Permitted Acquisition; provided
that such sales shall be consummated within two years of the consummation of such Permitted Acquisition; provided, further
that (i) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined
in good faith by the board of directors of Borrower) and (ii) no less than 75% of such consideration shall be paid in cash; provided
that for purposes of this clause (ii), the following consideration shall be deemed to be cash consideration: (A) Permitted Investments,
(B) any consideration arising from the assumption of liabilities other than Indebtedness and (C) any contingent or deferred
consideration payable in cash or cash equivalents;


 


(vi)          the
discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables arising in the ordinary
course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and
not as part of any bulk sale or financing of receivables);


 


(vii)         Liens
permitted by Section 6.02 (other than by reference to this Section 6.03 or any clause hereof);


 


(viii)        Investments
permitted by Section 6.04 (other than by reference to this Section 6.03 or any clause hereof);


 


(ix)          dispositions
of property as a result of a casualty event involving such property or any disposition of real property to a Governmental Authority as
a result of a condemnation of such real property;


 






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(x)           dispositions
of investments in joint ventures, to the extent required by, or made pursuant to customary buy/sell arrangements between the joint venture
parties set forth in joint venture arrangements and similar binding arrangements entered into in connection with an Investment permitted
hereunder;


 


(xi)          disposition
of cash and Permitted Investments in the ordinary course of business as consideration for goods and services or other transactions permitted
under or not prohibited by this Agreement;


 


(xii)         settlement
or termination of Swap Agreements;


 


(xiii)         any
disposition of property in respect of which the fair market value of such property and the consideration payable to the Borrower or any
of its Subsidiaries is equal to or less than $1,000,000;


 


(xiv)        the
surrender, waiver or settlement of contractual rights in the ordinary course of business, or the surrender, waiver or settlement of claims
and litigation claims (whether or not in the ordinary course of business);


 


(xv)         (i) dispositions
of Borrower Margin Stock and (ii) dispositions of Equity Interests in any Subsidiary acquired in connection with any a Permitted
Acquisition prior to the time of such Subsidiary becoming a wholly-owned Subsidiary, in each case pursuant to any stock appreciation
rights, plans, equity incentive or achievement plans or any similar plans or the exercise of warrants, options or other securities convertible
into or exchangeable for the Equity Interests of such Subsidiary, so long as such rights, plans, warrants, options or other securities
were not entered into or issued in connection with or in contemplation of such person becoming a Subsidiary;


 


(xvi)        [Reserved];


 


(xvii)       any
Subsidiary that is not a Loan Party may liquidate, reorganize or dissolve if the Borrower determines in good faith that such liquidation,
reorganization or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders;


 


provided that (x) any such
merger or consolidation involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger or consolidation shall
not be permitted unless it is also permitted by Section 6.04 and (y) notwithstanding any of the foregoing, in no event shall
any Loan Party sell, transfer, lease, Exclusively License or otherwise dispose of (in one transaction or in a series of transactions)
any intellectual property to any Affiliate other than another Loan Party.


 


(b)            The
Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses
of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related
or ancillary thereto or similar or complementary thereto or reasonable extensions thereof.


 


(c)            The
Borrower will not, nor will it permit any of its Subsidiaries to, change its fiscal year from the basis in effect on the Effective Date;
except to conform the fiscal year end of its Subsidiaries to the year end of the Borrower.


 


SECTION 6.04.      Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will
not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger or consolidation
with any Person that was not a wholly-owned Subsidiary prior to such merger or consolidation) any capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit
to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in,
any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any
other Person constituting a business unit, division, product line (including rights in respect of any drug or pharmaceutical product
pursuant to a Drug Acquisition or otherwise) or line of business of such Person, or acquire an Exclusive License of rights to a drug
or other product line of any Person (each of the foregoing transactions, an “Investment”), except:


 






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(a)            Permitted
Investments;


 


(b)            (i) Permitted
Acquisitions and (ii) any Investments made substantially concurrently with the consummation of a Permitted Acquisition in any Subsidiary
solely for the purpose of transferring the consideration needed to finance such Permitted Acquisition to such Subsidiary;


 


(c)            Investments
by the Borrower and its Subsidiaries existing on the date hereof in the capital stock of its Subsidiaries and any modification, replacement,
reinvestment, renewal or extension thereof to the extent not involving any additional net Investment;


 


(d)            Investments,
loans or advances or capital contributions made by the Borrower in or to any Subsidiary and made by any Subsidiary in or to the Borrower
or any other Subsidiary (provided that not more than the greater of (i) $25,000,000 and (ii) 10% of Consolidated Total Assets
(determined as of the last day of the most recent fiscal quarter for which financial statements are available (or, prior to any such
financial statements being available, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)))
in Investments, loans or advances or capital contributions may be made and remain outstanding, at any time, by Loan Parties to Subsidiaries
which are not Loan Parties);


 


(e)            Guarantees
constituting Indebtedness permitted by Section 6.01;


 


(f)             any
other Investment, loan or advance (other than Acquisitions unless meeting the requirements set forth in the definition of Permitted Acquisition)
so long as the aggregate outstanding amount of all such Investments, loans and advances under this clause (f) does not exceed the
greater of (i) $25,000,000 and (ii) 10% of Consolidated Total Assets (determined as of the last day of the most recent fiscal
quarter for which financial statements are available (or, prior to any such financial statements being available, the last day of the
last fiscal quarter included in the financial statements referred to in Section 3.04(a)));


 


(g)            Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and
suppliers, in each case in the ordinary course of business;


 


(h)            Investments
made as a result of the receipt of non-cash consideration from a disposition of any asset in compliance with Section 6.03;


 


(i)             payroll,
travel and similar advances to directors, officers and employees of the Borrower or any Subsidiary that are made in the ordinary course
of business in an aggregate amount not to exceed $5,000,000 in any fiscal year;


 


(j)             extensions
of trade credit in the ordinary course of business;


 






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(k)            Investments
of any Person in existence at the time such Person becomes a Subsidiary; provided that such Investment was not made in connection
with or anticipation of such Person becoming a Subsidiary and any modification, replacement, renewal or extension thereof;


 


(l)             any
customary upfront, milestone, marketing or other funding payment in the ordinary course of business to another Person in connection with
obtaining a right to receive royalty or other payments in the future in connection with commercialization and/or collaboration agreements;


 


(m)           Exclusive
Licenses from a Subsidiary that is not a Loan Party to a Loan Party of rights to a drug or other pharmaceutical products, diagnostics,
delivery technologies, medical devices or biotechnology businesses; provided that such drug or other pharmaceutical products,
diagnostics, delivery technologies, medical devices or biotechnology businesses was acquired by such Subsidiary pursuant to a transaction
permitted by this Agreement;


 


(n)            Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4
customary trade arrangements with customers;


 


(o)            [Reserved];
and


 


(p)            any
other Investment (other than Acquisitions) so long as the aggregate amount of all such Investments made in reliance on this clause (p) does
not exceed $25,000,000 during the term of this Agreement.


 


For purposes of covenant compliance with this
Section 6.04 (other than for acquisitions), the amount of any Investment shall be the amount actually invested, without adjustment
for subsequent increases or decreases in the value of such Investment or accrued and unpaid interest or dividends thereon, less any amount
paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment (not to exceed the amount originally
invested). For purposes of clause (f) of this Section 6.04, the aggregate consideration payable for any such Investment permitted
thereunder shall be the cash amount paid on or prior to the consummation of such Investment and shall not include any purchase price
adjustment, milestone payment, royalty, earnout, contingent payment or any other deferred payment of a similar nature that may be payable
in connection therewith. Notwithstanding any of the foregoing, in no event shall any Loan Party contribute any intellectual property
to any Person other than another Loan Party.


 


SECTION 6.05.     Swap
Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect
of Equity Interests of the Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap,
collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect
to any interest-bearing liability or investment of the Borrower or any Subsidiary.


 


SECTION 6.06.     Transactions
with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property
or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with,
any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to
the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions
permitted hereby between or among the Borrower and its wholly-owned Subsidiaries not involving any other Affiliate, (c) any Restricted
Payment permitted by Section 6.07, (d) customary fees paid and indemnifications provided to directors of the Borrower and its
Subsidiaries, (e) compensation and indemnification of, and other employment agreements and arrangements, employee benefit plans,
and stock incentive plans with, directors, officers and employees of the Borrower or any Subsidiary entered in the ordinary course of
business, (f) Investments permitted by Section 6.04, (g) leases or subleases of property in the ordinary course of business
not materially interfering with the business of the Borrower and the Subsidiaries taken as a whole, (h) transactions permitted hereby
between or among the Borrower and/or any wholly-owned Subsidiary and any entity that becomes a wholly-owned Subsidiary as a result of
such transaction, (i) the payment of fees, expenses and indemnities and other payments pursuant to, and the transactions pursuant
to, the agreements in effect on the Effective Date, as listed on Schedule 6.06 attached to the Disclosure Letter, and (j) the
granting of registration and other customary rights in connection with the issuance of Equity Interests by the Borrower not otherwise
prohibited by the Loan Documents.


 






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SECTION 6.07.     Restricted
Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests,
make any other Restricted Payments, payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay
dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance
with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (d) so long as,
at the time any such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the
incurrence of any Indebtedness in connection therewith) (i) no Default or Event of Default shall have occurred and is continuing,
(ii) the Total Net Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the Borrower is in compliance with the financial
covenants set forth in Section 6.11, the Borrower and its Subsidiaries may make other Restricted Payments, (e) so long as no
Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto the
Borrower and any Subsidiaries may repurchase Equity Interests from any current or former officer, director, employee or consultant to
comply with Tax withholding obligations relating to Taxes payable by such Person upon the grant or award of such Equity Interests (or
upon vesting thereof), (f) so long as no Default or Event of Default has occurred and is then continuing or would arise after giving
effect (including pro forma effect) thereto, the Borrower and any Subsidiaries may purchase Equity Interests from present or former officers,
directors or employees of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service
of such officer, director or employee, in an aggregate amount not exceeding $5,000,000 in any fiscal year of the Borrower and (g) so
long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect)
thereto, the Borrower and any Subsidiaries may make other Restricted Payments in an aggregate amount not exceeding $15,000,000 in any
fiscal year of the Borrower.


 


SECTION 6.08.     Restrictive
Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower
or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary
to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to the
Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply
to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary (or the Equity Interests thereof) that is to be sold and such sale
is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets
securing such Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases,
licenses, sublicenses and other contracts restricting the assignment thereof, (v) the foregoing shall not apply to restrictions
and conditions existing on the date hereof identified on Schedule 6.08 of the Disclosure Letter and any amendments or modifications
thereof that do not materially expand the scope of any such restriction or condition taken as a whole, (vi) the foregoing shall
not apply to restrictions imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents or the contracts,
instruments or obligations referred to in clauses (i) or (v) of this Section 6.08, provided that such amendments
or refinancings do not materially expand the scope of any such restriction or condition, (vii) the foregoing shall not apply to
any restriction arising under or in connection with any agreement or instrument governing Equity Interests of any joint venture that
is formed or acquired after the Effective Date in accordance with this Agreement, (viii) the foregoing shall not apply to customary
restrictions and conditions contained in any agreement relating to the disposition of any property permitted by Section 6.03 pending
the consummation of such disposition, (ix) the foregoing shall not apply to customary provisions restricting the transfer or encumbrance
of the specific property subject to a Lien permitted by Section 6.02, (x) the foregoing shall not apply to restrictions or
conditions set forth in any agreement governing Indebtedness permitted by Section 6.01 (including any refinancings thereof); provided
that such restrictions and conditions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the
comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the Board of Directors
of the Borrower and (xi) the foregoing shall not apply to restrictions on cash or other deposits (including escrowed funds) or net
worth imposed under contracts entered into in the ordinary course of business so long as the Borrower has determined in good faith that
such restrictions or net worth provisions would not reasonably be expected to impair the ability of the Borrower and the other Subsidiaries
to meet their obligations under the Loan Documents.


 






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SECTION 6.09.     Subordinated
Indebtedness and Amendments to Subordinated Indebtedness Documents. The Borrower will not, and will not permit any Subsidiary to,
directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated
Indebtedness (other than intercompany Indebtedness and other than in connection with a refinancing of such Subordinated Indebtedness
with Permitted Refinancing Indebtedness), if not prohibited by the terms of such Subordinated Indebtedness; provided that any
such prepayment, defeasance, purchase, redemption, retirement or acquisition may be made, so long as at the time any such prepayment,
defeasance, purchase, redemption, retirement or acquisition is made and immediately after giving effect (including pro forma effect)
thereto (and to the incurrence of any Indebtedness in connection therewith) (i) no Default or Event of Default shall have occurred
and is continuing, (ii) the Total Net Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the Borrower is in compliance
with the financial covenants set forth in Section 6.11. Furthermore, the Borrower will not, and will not permit any Subsidiary to,
amend the Subordinated Indebtedness Documents or any document, agreement or instrument evidencing any Indebtedness incurred pursuant
to the Subordinated Indebtedness Documents (or any replacements, substitutions, extensions or renewals thereof) or pursuant to which
such Indebtedness is issued to the extent such amendment could reasonably be expected to be adverse in any material respect to the Lenders
(it being understood and agreed that any increase or decrease in the interest rates or extension of the maturity dates for repayment
under any Indebtedness among the Borrower and its Subsidiaries (or any intercreditor agreement in connection therewith) shall not be
deemed to be adverse in any material respect to the Lenders so long as such increase, decrease or extension is not prohibited by the
terms of such Subordinated Indebtedness (or any intercreditor agreement in connection therewith) without the consent of the Administrative
Agent).


 


SECTION 6.10.     Sale
and Leaseback Transactions. The Borrower will not, nor will it permit any Subsidiary to, enter into any Sale and Leaseback Transaction,
other than Sale and Leaseback Transactions in respect of which the Net Cash Proceeds received in connection therewith does not exceed
$10,000,000 in the aggregate during any fiscal year of the Borrower, determined on a consolidated basis for the Borrower and its Subsidiaries.


 






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SECTION 6.11.     Financial
Covenants.


 


(a)            Minimum
Liquidity. The Borrower will not permit the sum of (i) the aggregate amount of unrestricted and unencumbered (other than Liens
securing the Secured Obligations) cash and Permitted Investments maintained by the Borrower and its Domestic Subsidiaries on deposit
with one or more financial institutions in the United States of America on such date plus (ii) the aggregate amount of cash
and Permitted Investments of Foreign Subsidiaries (net of related tax obligations, if any, for repatriation or withholding, and net of
any transaction costs or expenses related thereto) that is (x) unrestricted and unencumbered (other than Liens securing the Secured
Obligations), (y) not subject to any legal or contractual restrictions on repatriation to the United States at such time and (z) maintained
in an account subject to a control agreement (or local law equivalent) in favor of the Administrative Agent, for the benefit of the Secured
Parties, and in form and substance satisfactory to the Administrative Agent, plus (iii) the aggregate Available Revolving
Commitments of all Revolving Lenders to be less than $50,000,000 at any time.


 


(b)            Maximum
Total Net Leverage Ratio. The Borrower will not permit the Total Net Leverage Ratio, determined as of the end of each of its fiscal
quarters ending on and after September 30, 2022 (in the case of the fiscal quarter ended September 30, 2022, calculated after
giving effect on a pro forma basis to the Transactions to occur on the Effective Date), to be greater than 3.25 to 1.00.


 


(c)            Minimum
Fixed Charge Coverage Ratio. The Borrower will not permit the ratio (the “Fixed Charge Coverage Ratio”), determined
as of the end of each of its fiscal quarters ending on and after September 30, 2022 (in the case of the fiscal quarter ended September 30,
2022, calculated after giving effect on a pro forma basis to the Transactions to occur on the Effective Date), of (i) Consolidated
EBITDA, minus taxes paid in cash during such period, minus Consolidated Capital Expenditures paid during such period, excluding
any amount funded with proceeds from the issuance of Funded Long-Term Indebtedness (other than Revolving Loans or intercompany loans),
minus dividends paid in cash during such period to (ii) Consolidated Fixed Charges, in each case for the period of four (4) consecutive
fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis,
to be less than 1.10 to 1.00.


 


Notwithstanding the foregoing, the Borrower shall
be permitted (such permission, the “Acquisition Holiday”) in no event on more than two (2) occasions during the
term of this Agreement to allow, in connection with a Permitted Acquisition in each case, if (x) the aggregate Acquisition Consideration
exceeds $50,000,000 and (y) Borrower provides notice in writing to the Administrative Agent of its election to effect the increases
described in this paragraph at or prior to consummation of such Acquisition and a transaction description of such Acquisition (regarding
the name of the Person or summary description of the assets being acquired and the approximate purchase price), the maximum Total Net
Leverage Ratio under Section 6.11(b) to be increased (i) to 3.75 to 1.00 for a period of two consecutive fiscal quarters
commencing with the fiscal quarter in which such Permitted Acquisition occurs (such fiscal quarters, the “Specified Quarters”)
and (ii) to 3.50 to 1.00 for the two consecutive quarters immediately following the Specified Quarters, so long as the Borrower
is in compliance on a pro forma basis with the maximum Total Net Leverage Ratio of 3.75 to 1.00 on the closing date of such Acquisition
immediately after giving effect (including pro forma effect) to such Acquisition; provided that at the end of such period of four
consecutive fiscal quarters described above, the maximum Total Net Leverage Ratio permitted under Section 6.11(b) shall revert
to 3.25 to 1.00.


 


SECTION 6.12.         UK
Pensions. Neither the Borrower nor any of its Subsidiaries shall establish an occupational pension scheme that is not a money purchase
scheme (both terms as defined in the UK Pension Schemes Act 1993) such that the Borrower or any of its Subsidiaries becomes (i) an
employer of such scheme (for the purposes of sections 38 to 51 of the UK Pensions Act 2004); or (ii) "connected" with
or an "associate" of (as those terms are used in sections 38 and 43 of the UK Pensions Act 2004) such an employer (a “UK
Pension Event”).


 






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ARTICLE VII


 


Events of Default


 


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


 


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


 


(b)           the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of three (3) Business Days;


 


(c)           any
representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party in or in connection with this
Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any
report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan
Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect (or,
if qualified by materiality or “Material Adverse Effect”, in any respect) when made or deemed made;


 


(d)           the
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to
the Borrower’s existence), 5.08 or 5.09, in Article VI or in Article X;


 


(e)           the
Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained
in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and
such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent to the
Borrower (which notice will be given at the request of any Lender);


 


(f)            the
Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable cure or grace period provided
in the applicable agreement or instrument under which such Indebtedness was created;


 


(g)           any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits,
after the expiration of any applicable cure or grace period provided in the applicable agreement or instrument under which such Indebtedness
was created the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness
to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided
that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer
of the property or assets securing such Indebtedness;


 






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(h)           an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, winding-up, dissolution,
administration, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), composition, compromise, assignment,
examinership, Rescue Process, suspension of payments, a moratorium of any indebtedness, dissolution or arrangement with creditors or
other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, liquidator, administrative receiver, administrator, examiner, process adviser, compulsory manager, custodian, sequestrator,
conservator or similar official in any jurisdiction for the Borrower or any Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or
ordering any of the foregoing shall be entered;


 


(i)            the
Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, winding-up, dissolution,
administration, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), composition, compromise, assignment,
examinership, Rescue Process, suspension of payments, a moratorium of any indebtedness, dissolution or arrangement with creditors or
other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of
this Article, (iii) apply for or consent to the appointment of a receiver, trustee, liquidator, administrative receiver, administrator,
compulsory manager, custodian, sequestrator, conservator or similar official in any jurisdiction for the Borrower or any Subsidiary or
for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting
any of the foregoing;


 


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


 


(k)           one
or more judgments for the payment of money in an aggregate amount in excess of $20,000,000 shall be rendered against the Borrower, any
Subsidiary or any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Borrower or any Subsidiary to enforce any such judgment; provided that any such amount shall be calculated after
deducting from the sum so payable any amount of such judgment or order that is covered by a valid and binding policy of insurance issued
by an unaffiliated insurer in favor of the Borrower or such Subsidiary (but only if the applicable insurer shall have been advised of
such judgment and of the intent of the Borrower or such Subsidiary to make a claim in respect of any amount payable by it in connection
therewith and such insurer shall not have disputed coverage);


 


(l)            an
ERISA Event or a UK Pension Event shall have occurred that, in the reasonable opinion of the Required Lenders, when taken together with
all other ERISA Events or UK Pension Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;


 


(m)          a
Change in Control shall occur;


 


(n)           [Reserved];


 


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


 






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(p)           any
Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any portion of the
Collateral purported to be covered thereby, except as permitted by the terms of any Loan Document, or to the extent that any loss of
perfection or priority results solely as a result of the gross negligence or willful misconduct of the Administrative Agent as determined
by a final nonappealable judgment of a court of competent jurisdiction; or


 


(q)           a
Material Exclusive License Agreement Default shall occur;


 


then, and in every such event (other than an
event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during
the continuance of such Event of Default, the Administrative Agent may, with the consent of the Required Lenders, and shall, at the request
of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due
and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and
all fees and other Secured Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (iii) require
cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof, and (iv) exercise on behalf of itself,
the Lenders and the Issuing Bank all rights and remedies available to it, the Lenders and the Issuing Bank under the Loan Documents and
applicable law; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article,
the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure,
together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents,
shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause
(iii) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.


 


In addition to any other rights and remedies
granted to the Administrative Agent and the Lenders in the Loan Documents, the Administrative Agent on behalf of the Secured Parties
may exercise all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of
the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice
of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may in such
circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by
any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable,
and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit
bid on behalf of the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere,
upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery,
all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales,
and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold,
free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf
of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s
request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall
reasonably select, whether at the premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the
net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every
kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating
to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and
disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order provided
in Section 2.18(b), and only after such application and after the payment by the Administrative Agent of any other amount required
by any provision of law, including Section 9-615(a)(3) of the UCC, need the Administrative Agent account for the surplus, if
any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities
it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice
of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition.


 






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ARTICLE VIII


 


The Administrative Agent


 


SECTION 8.01.     Authorization
and Action. (a)  Each Lender and the Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the
heading of this Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents and each Lender
and the Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under
this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers
as are reasonably incidental thereto. Without limiting the foregoing, each Lender and the Issuing Bank hereby authorizes the Administrative
Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a
party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.


 


(b)           As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked
in writing, such instructions shall be binding upon each Lender and the Issuing Bank; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability
unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the
Issuing Bank with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including
any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of
any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that
the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action
and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as
Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


 






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(c)            In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf
of the Lenders and the Issuing Bank (except in limited circumstances expressly provided for herein relating to the maintenance of the
Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


		(i)	the Administrative Agent does not assume
                                            and shall not be deemed to have assumed any obligation or duty or any other relationship
                                            as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any
                                            other obligation other than as expressly set forth herein and in the other Loan Documents,
                                            regardless of whether a Default or an Event of Default has occurred and is continuing (and
                                            it is understood and agreed that the use of the term “agent” (or any similar
                                            term) herein or in any other Loan Document with reference to the Administrative Agent is
                                            not intended to connote any fiduciary duty or other implied (or express) obligations arising
                                            under agency doctrine of any applicable law, and that such term is used as a matter of market
                                            custom and is intended to create or reflect only an administrative relationship between contracting
                                            parties); additionally, each Lender agrees that it will not assert any claim against the
                                            Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent
                                            in connection with this Agreement and the transactions contemplated hereby;



 


		(ii)	subject to paragraph (iii) below,
                                            where the Administrative Agent is required or deemed to act as a trustee in respect of any
                                            Collateral over which a security interest has been created pursuant to a Loan Document expressed
                                            to be governed by the laws of Malta or any other applicable jurisdiction, or is required
                                            or deemed to hold any collateral “on trust” pursuant to the foregoing, the obligations
                                            and liabilities of the Administrative Agent to the holders of the Secured Obligations in
                                            its capacity as trustee or security trustee shall be excluded to the fullest extent permitted
                                            by applicable law;



 


		(iii)	to the extent that English law is applicable
                                            to the duties of the Administrative Agent under any of the Loan Documents, Section 1
                                            of the Trustee Act 2000 of the United Kingdom shall not apply to the duties of the Administrative
                                            Agent in relation to the trusts constituted by that Loan Document; where there are inconsistencies
                                            between the Trustee Act 1925 or the Trustee Act 2000 of the United Kingdom and the provisions
                                            of this Agreement or such Loan Document, the provisions of this Agreement shall, to the extent
                                            permitted by applicable law, prevail and, in the case of any inconsistency with the Trustee
                                            Act 2000 of the United Kingdom, the provisions of this Agreement shall constitute a restriction
                                            or exclusion for the purposes of that Act; and



 


		(iv)	nothing in this Agreement or any Loan Document shall require the
                                            Administrative Agent to account to any Lender for any sum or the profit element of any sum
                                            received by the Administrative Agent for its own account;



 


(d)           The
Administrative Agent may perform any 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 of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and
nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.


 






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(e)            None
of the Lenders identified in this Agreement as a syndication agent, documentation agent or similar title shall have obligations or duties
whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such
capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.


 


(f)            In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any 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 Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or
otherwise:


 


		(i)	to file and prove a claim for the whole
                                            amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
                                            and all other Obligations that are owing and unpaid and to file such other documents as may
                                            be necessary or advisable in order to have the claims of the Lenders, the Issuing Bank and
                                            the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03)
                                            allowed in such judicial proceeding; and



 


		(ii)	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 proceeding is hereby authorized by each Lender and the Issuing Bank and
each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the Issuing Bank or the other Secured Parties, to pay to the Administrative
Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03).
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank
in any such proceeding.


 


(g)           The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and, except
solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none
of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any
such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Guarantees
of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 






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SECTION 8.02.     Administrative
Agent’s Reliance, Indemnification, Etc. (a)  Neither the Administrative Agent nor any of its Related Parties shall
be (i) liable to any Lender for any action taken or omitted to be taken by such party, the Administrative Agent or any of its related
Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe
in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross
negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final
and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations
or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with,
this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 


(b)           The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is
a “notice of default”) is given to the Administrative Agent by the Borrower, a Lender or the Issuing Bank, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder
or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens
on the Collateral or the existence of the Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere
in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be
delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable
or satisfactory to the Administrative Agent.


 


(c)            Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory
note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected
by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible
to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection
with this Agreement or any other Loan Document, (v) 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 the Issuing Bank, may presume
that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the
contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit
and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document
by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet
or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine
and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements
set forth in the Loan Documents for being the maker thereof).


 






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SECTION 8.03.     Posting
of Communications. (a)  The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications
available to the Lenders and the Issuing Bank by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any
other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic
Platform”).


 


(b)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and the Borrower acknowledges and agrees that the distribution
of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or
vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality
and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and the Borrower hereby approves distribution
of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.


 


(c)            THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND 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 THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE ARRANGER,
THE DOCUMENTATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY
TO ANY LOAN PARTY, ANY LENDER, THE ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN
PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 


As used herein, “Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender
or the Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


(d)            Each
Lender and Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to
the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents.
Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic
communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing
notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 






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(e)            Each
of the Lenders, the Issuing Bank and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable
law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s
generally applicable document retention procedures and policies.


 


(f)            Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or the Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


SECTION 8.04.     The
Administrative Agent Individually. With respect to its Commitment, Loans and Letters of Credit, the Person serving as the Administrative
Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to
the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “Issuing Bank”, “Lenders”,
 “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative
Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as
the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or
in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, the Borrower, any Subsidiary
or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account
therefor to the Lenders or the Issuing Bank.


 


SECTION 8.05.     Successor
Administrative Agent. (a)  The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof
to the Lenders, the Issuing Bank and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative
Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank,
appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank.
In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably
withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as
Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with,
all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative
Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative
Agent its rights as Administrative Agent under the Loan Documents.


 






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


 


SECTION 8.06.     Acknowledgments
of Lenders and Issuing Bank. (a)  Each Lender and the Issuing Bank represents and warrants that (i) the Loan Documents set
forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing
other facilities set forth herein as may be applicable to such Lender or the Issuing Bank, in each case in the ordinary course of business
and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and the Issuing Bank
agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative
Agent, the Arranger, the Documentation Agent or any other Lender or the Issuing Bank, or any of the Related Parties of any of the foregoing,
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make,
acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Issuing
Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or
to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.
Each Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the
Arranger, the Documentation Agent or any other Lender or the Issuing Bank, or any of the Related Parties of any of the foregoing, and
based on such documents and information (which may contain material, non-public information within the meaning of the United States securities
laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.


 


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


 






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(c)           (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,
prepayment 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 Borrower and
each other Loan Party hereby agrees that (x) 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, 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, prepay, repay, discharge or otherwise satisfy
any Obligations owed by the Borrower or any other Loan Party.


 


(iv) Each party’s
obligations under this Section 8.06(c) shall survive the resignation or replacement 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.


 


SECTION 8.07.     Collateral
Matters. (a)  Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a
Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to
realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers,
rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance
with the terms thereof.


 


(b) In furtherance of the
foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Secured
Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in
favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the
obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party
to any Banking Services Agreement or Swap Agreement in respect of Swap Obligations, as applicable, shall be deemed to have appointed the
Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan
Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 






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(c) The Secured Parties
irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by
Section 6.02(b) and (ii) subject to any more specific terms and conditions set forth in the Security Agreement, enter into
non-disturbance or similar agreements in connection with the licensing of intellectual property permitted pursuant to the terms of this
Agreement. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty
regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s
Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible
or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 


SECTION 8.08.     Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit
bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the
Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more
acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy
Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan
Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent
or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection
with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by
the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated
claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in
an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset
or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection
with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition
vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’
ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned
to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents
providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with
respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed,
directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted
assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case
may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders
contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles
shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests,
whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or
debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further
action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for
any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds
the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the
Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any
acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition
vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned
to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide
such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments
issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition
vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.


 






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SECTION 8.09.     Certain
ERISA Matters. (a)  Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of the Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to
or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


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


 


(ii)           the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


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


 


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


 






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(b)            In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
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 and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrower or any other Loan Party, that none of the Administrative Agent or the Arranger or any of their respective Affiliates is
a fiduciary with respect to the Collateral or 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 hereto or thereto).


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01.     Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)            if
to the Borrower:


 


Eagle Pharmaceuticals, Inc.


50 Tice Boulevard, Suite 315


Woodcliff Lake, NJ, 07677


Attention: Ryan M. Debski


Email: rdebski@eagleus.com


 


(ii)            if
to the Administrative Agent:


 


JPMorgan Chase Bank, N.A.


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: Tiara Smith


Phone: 312-732-4925


Email: tiara.n.smith@jpmorgan.com


 


With copy(s) to:


 


JPMorgan Chase Bank, N.A.


Middle Market Servicing


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: Commercial Banking Group


Fax No: (844) 490-5663


Email: jpm.agency.cri@jpmorgan.com


jpm.agency.servicing.1@jpmorgan.com


 






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Agency Withholding Tax inquiries:


Email: agency.tax.reporting@jpmorgan.com


 


Agency Compliance/Financials/Intralinks:


Email: covenant.compliance@jpmchase.com


 


(iii)            if
to the Issuing Bank:


 


JPMorgan Chase Bank, N.A.


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: LC Agency Team


Tel: 800-364-1969


Fax: 856-294-5267


Email: chicago.lc.agency.activity.team@jpmchase.com


 


With a copy to:


 


JPMorgan Chase Bank, N.A.


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: Loan & Agency Services
Group


Phone: 312-732-4925


Email: tiara.n.smith@jpmorgan.com


 


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


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed
to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given
at the opening of business on the next business day for the recipient). Notices delivered through the Approved Electronic Platform, to
the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)            Notices
and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by using the Approved Electronic
Platform pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant
to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
`approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i),
of notification that such notice or communication is available and identifying the website address therefor; provided that, for
both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for
the recipient.


 






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


 


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


 


(b)            Except
as provided in Section 2.20 with respect to an Incremental Facility Agreement or in Section 2.22 with respect to any extension
of a Maturity Date, and subject to Sections 2.14(b), 2.14(c), 9.02(c) and 9.02(f), neither this Agreement nor any provision hereof
may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required
Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement
shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount
of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent
of each Lender directly affected thereby (except that (x) any amendment or modification of the financial covenants in this Agreement
(or defined terms used in the financial covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees
for purposes of this clause (ii) and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any
obligation of the Borrower to pay interest or fees at the applicable default rate set forth in Section 2.13(c)), (iii) postpone
the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder,
or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender directly affected thereby (other than any reduction of the amount of, or any extension of the payment date
for, the mandatory prepayments required under Section 2.11, in each case which shall only require the approval of the Required Lenders),
(iv) change Section 2.09(c) or Section 2.18(b) or (d) in a manner that would alter the ratable reduction
of Commitments or pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change the
payment waterfall provisions of Section 2.18(b) without the written consent of each Lender, (vi) change any of the provisions
of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage
of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender (it being understood that, solely with the consent of the parties prescribed by Section 2.20 to be
parties to an Incremental Facility Agreement, Incremental Term Loans may be included in the determination of Required Lenders on
substantially the same basis as the Commitments and the Revolving Loans are included on the Effective Date), (vii) (x) release
the Borrower from its obligations under Article X or (y) release all or substantially all of the Subsidiary Guarantors
from their obligations under the Subsidiary Guaranty, in each case, without the written consent of each Lender, (viii) except as
provided in clause (d) of this Section or in any Collateral Document, release all or substantially all of the Collateral,
without the written consent of each Lender or (ix) without the prior written consent of each Lender directly and adversely affected
thereby, (x) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness, or (y) subordinate,
or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness; provided further
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder
without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be (it being understood that any change
to Section 2.21 shall require the consent of the Administrative Agent and the Issuing Bank); provided further, that no such
agreement shall amend or modify the provisions of Section 2.06 or any letter of credit application and any bilateral agreement between
the Borrower and the Issuing Bank regarding the respective rights and obligations between the Borrower and the Issuing Bank in connection
with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the Issuing Bank, respectively.
Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required
of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or
(iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such
amendment, waiver or other modification.


 






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(c)            Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required
Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities (in addition to the Incremental Term
Loans pursuant to an Incremental Facility Agreement) to this Agreement and to permit extensions of credit from time to time outstanding
thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan
Documents with the Revolving Loans, the then existing Term Loans, Incremental Term Loans and the accrued interest and fees in respect
thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders
and Lenders.


 


(d)            The
Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted
to the Administrative Agent by the Loan Parties on any Collateral (i) upon Payment in Full, (ii) constituting property being
sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance with the
terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting
property leased to the Borrower or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under
this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of
remedies of the Administrative Agent and the Lenders pursuant to Article VII. Any such release shall not in any manner discharge,
affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in
respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute
part of the Collateral. In addition, each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, irrevocably
authorizes the Administrative Agent, at its option and in its discretion, (i) to subordinate any Lien on any assets granted to or
held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(e) or
(ii) in the event that the Borrower shall have advised the Administrative Agent that, notwithstanding the use by the Borrower of
commercially reasonable efforts to obtain the consent of such holder (but without the requirement to pay any sums to obtain such consent)
to permit the Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder
of such other Indebtedness requires, as a condition to the extension of such credit, that the Liens on such assets granted to or held
by the Administrative Agent under any Loan Document be released, to release the Administrative Agent’s Liens on such assets.


 






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


 


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


 


SECTION 9.03.     Expenses;
Indemnity; Limitation of Liability; Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (which shall be limited, in the case of legal fees and expenses, to the
reasonable and documented fees, disbursements and other charges of a single firm as primary counsel, along with such specialist counsel
as may reasonably be required by the Administrative Agent, and a single firm of local counsel in each applicable jurisdiction, for the
Administrative Agent), in connection with the syndication and distribution (including, without limitation, via the internet or through
a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender (which
shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a
single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and a single
firm of local counsel in each applicable jurisdiction, for the Administrative Agent, and not more than a single firm of outside counsel,
and a single firm of local counsel in each applicable jurisdiction, for all of the other Lenders and, in the event of an actual or reasonably
perceived conflict of interest (as reasonably determined by the Administrative Agent or applicable Lender), one additional firm of counsel
for each group of similarly affected persons) in connection with the enforcement or protection of its rights in connection with this Agreement
and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses (subject to the foregoing limitations with respect to legal fees and expenses) incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 






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(b)            The
Borrower shall indemnify the Administrative Agent, the Arranger, the Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from,
any and all Liabilities and related reasonable and documented out-of-pocket expenses (including the reasonable and documented out-of-pocket
fees, charges and disbursements of (x) a single firm as primary counsel, along with such specialist counsel as may reasonably be
required by the Administrative Agent, and a single firm of local counsel in each applicable jurisdiction for the Administrative Agent
and its Related Parties, and (y) not more than a single firm of outside counsel, and a single firm of local counsel in each applicable
jurisdiction, for all of the other Indemnitees and, in the event of an actual or reasonably perceived conflict of interest (as reasonably
determined by the applicable Indemnitee), one additional firm of counsel to each group of similarly affected Indemnitees), incurred by
or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan
Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder
or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration
or proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any
other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence
or willful misconduct of such Indemnitee or any of its Controlled Related Parties, (ii) a breach in bad faith by such Indemnitee
of its material obligations under the applicable Loan Documents pursuant to a claim initiated by any Loan Party or (iii) any dispute
solely among Indemnitees (not arising as a result of any act or omission by the Borrower or any of its Subsidiaries or Affiliates) other
than claims against any Credit Party in its capacity as, or in fulfilling its role as, the Administrative Agent, the Documentation Agent,
the Issuing Bank, a lead arranger, bookrunner, agent or any similar role under or in connection with this Agreement. As used in this Section 9.03,
a “Controlled Related Party” of an Indemnitee means (1) any Controlled Affiliate of such Indemnitee, (2) the
respective directors, officers, or employees of such Indemnitee or any of its Controlled Affiliates and (3) the respective agents
or representatives of such Indemnitee or any of its Controlled Affiliates, in the case of this clause (3), acting on behalf of or at the
instructions of such Indemnitee or such Controlled Affiliate; provided that each reference to a Controlled Affiliate, director,
officer or employee in this sentence pertains to a Controlled Affiliate, director, officer or employee involved in the structuring, arrangement,
negotiation or syndication of the credit facilities evidenced by this Agreement. This Section 9.03(c) shall not apply with respect
to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.


 


(c)            Each
Lender severally agrees to pay any amount required to be paid by the Borrower under paragraph (a) or (b) of this Section 9.03
to the Administrative Agent and, in the case of any Revolving Lender, the Issuing Bank and each Related Party of any of the foregoing
Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation
of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification
is sought under this Section (or, if indemnification is sought after Payment in Full, ratably in accordance with such Applicable
Percentage immediately prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges
and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred
by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other
Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or
any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed
expense or indemnified Liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in
its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses
or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such
Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable hereunder.


 






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(d)            To
the extent permitted by applicable law (i) the Borrower and any Loan Party shall not assert, and the Borrower and each Loan Party
hereby waives, any claim against the Administrative Agent, the Arranger, the Documentation Agent, any Issuing Bank and any Lender, and
any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any
Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained
through telecommunications, electronic or other information transmission systems (including the Internet) other than actual or direct
damages that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee or any of its Related Parties, and (ii) no party hereto shall assert, and each such party
hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of
the proceeds thereof; provided that, nothing in this Section 9.03(d) shall relieve the Borrower or any Loan Party of any obligation
it may have to indemnify an Indemnitee, as provided in Section 9.03(b), against any special, indirect, consequential or punitive
damages asserted against such Indemnitee by a third party.


 


(e)            Except
for amounts due and payable on the Effective Date, all amounts due under this Section shall be payable not later than thirty (30) days
after written demand therefor.


 


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


 


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


 






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(A)            the
Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Administrative Agent within five (5) Business Days after having received notice thereof); provided,
further, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or,
if an Event of Default has occurred and is continuing, any other assignee;


 


(B)            the
Administrative Agent; provided that (x) no consent of the Administrative Agent shall be required for an assignment of any
Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such
assignment and (y) no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan
to a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)            the
Issuing Bank; provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term
Loan.


 


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


 


(A)            except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 (in the case of Revolving Commitments and Revolving Loans or Term Loan Commitments and Term Loans)
unless each of the Borrower and the Administrative Agent otherwise consent to a lesser amount, provided that no such consent of
the Borrower shall be required if an Event of Default has occurred and is continuing;


 


(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the
assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and


 


(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Borrower any tax forms required by Section 2.17(f) and
an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which
may contain material non-public information about the Borrower and its Affiliates and their Related Parties or their respective securities)
will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable
laws, including Federal and state securities laws.


 


For the purposes of this Section 9.04(b),
the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 






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


 


“Ineligible Institution”
means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Borrower, any of its Subsidiaries or
any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural
person or relative(s) thereof.


 


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


 


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


 


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


 






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(c)            Any
Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuing Bank, sell participations to one
or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, the Issuing
Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that
such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such
Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject
to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the
documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant
(A) agrees to be subject to the provisions of Sections 2.18, 2.19 and 9.02(e) as if it were an assignee under paragraph (b) of
this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.17, with respect to any
participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater
payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a
participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate
the provisions of Section 2.19(b) and 9.02(e) with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and
the principal amounts (and 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.


 


(d)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply
to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall
release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 






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


 


SECTION 9.06.     Counterparts;
Integration; Effectiveness; Electronic Execution. (a)  This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative
Agent of the Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and
all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


 


(b)            Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document,
amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any
other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), 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; provided that nothing herein shall require
the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures
approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept
any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review
the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any
Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing,
the Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout,
restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower
and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image
of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary
Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each
of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document
in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and
shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to
contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely
on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including
with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities
arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions
by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities
arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the
execution, delivery or transmission of any Electronic Signature.


 






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


 


SECTION 9.08.     Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and
all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held, and other
obligations at any time owing, by such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower
or any Subsidiary Guarantor against any and all of the Secured Obligations now or hereafter existing under this Agreement or any other
Loan Document to such Lender or the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, Issuing
Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations may be contingent
or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank different from the branch office or Affiliate
holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any
such right of setoff, (x) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from
its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, as applicable,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Bank
and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Borrower
and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall
not affect the validity of such setoff and application.


 


SECTION 9.09.     Governing
Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the
law of the State of New York.


 






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(b)            Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions
of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender or Secured Party relating to this
Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby
shall be construed in accordance with and governed by the law of the State of New York.


 


(c)            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, cross-claims or third party
claims 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan
Party or its properties in the courts of any jurisdiction.


 


(d)            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 (c) 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.


 


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


 


SECTION 9.10.     WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, 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.


 


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


 






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SECTION 9.12.     Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or
any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (2) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations,
(g) on a confidential basis to (1) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit
facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of CUSIP numbers with respect to the credit facilities provided for herein, (h) with the consent of the Borrower or (i) to
the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower.
For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower
or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to
data service providers, including league table providers, that serve the lending industry; provided that, in the case of information
received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


 


EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED
COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


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


 






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SECTION 9.13.     USA
PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan Party that pursuant to
the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party, which information
includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance
with the Patriot Act.


 


SECTION 9.14.     Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of
the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable
law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control
of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s
request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with
the Administrative Agent’s instructions.


 


SECTION 9.15.     Releases
of Liens and Subsidiary Guarantors.


 


(a)            A
Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty and any other Loan Documents
upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary;
provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of
such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative
Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery
of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.


 


(b)            Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any
Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Subsidiary Guarantor is no longer a Material Domestic
Subsidiary.


 


(c)            At
such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan
Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Obligations, and other Obligations expressly
stated to survive such payment and termination) shall have been paid in full in cash, or in the case of Banking Services Obligations
or Swap Obligations, cash collateralized on terms reasonably acceptable to the provider thereof, and the Commitments and all Letters
of Credit issued under this Agreement shall have terminated or expired or, in the case of all Letters of Credit, are fully collateralized
on terms reasonably acceptable to the Administrative Agent (the satisfaction of all such conditions, “Payment in Full”),
the security interests in the Collateral created by the Collateral Documents shall be automatically released and the Subsidiary Guaranty
and any other Collateral Documents and all obligations (other than those expressly stated to survive such termination) of each Loan Party
thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.


 


(d)            Upon
(i) any disposition (other than any lease or license) by any Loan Party (other than to any Loan Party) of any Collateral in a transaction
permitted under this Agreement if the Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance
with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry)
or (ii) the effectiveness of any written consent to the release of the security interest created under any Collateral Document in
any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be
automatically released.


 






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(e)            In
addition, the Administrative Agent shall, at the reasonable request of the Borrower, (A) subordinate any Lien on any Collateral
to the holder of any Liens on such Collateral permitted under clauses (c) of the definition of “Permitted Encumbrances”
and clauses (d) and (e) of Section 6.02 if the Borrower certifies to the Administrative Agent that such Lien is permitted
under terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry),
and (B) subject to any more specific terms and conditions set forth in the Security Agreement, enter into non-disturbance or similar
agreements, in each case, in connection with the licensing of intellectual property permitted pursuant to the terms of this Agreement
if the Borrower certifies to the Administrative Agent that the license is made in compliance with the terms of this Agreement (and the
Administrative Agent may rely conclusively on any such certificate, without further inquiry).


 


(f)            In
connection with any termination, release or subordination, or in connection with any Indebtedness incurred in connection with any licensing
or sub-licensing transactions permitted pursuant to Sections 6.02 and 6.03, or in connection with the entry into non-disturbance or similar
agreement, in each case, pursuant to this Section 9.15, the Administrative Agent shall execute and deliver to any Loan Party, at
such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination, release or
subordination, or reasonably required in order to reflect such non-disturbance or similar agreement, in accordance with Section 9.02.


 


SECTION 9.16.     Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall
have been received by such Lender.


 


SECTION 9.17.     No
Advisory or Fiduciary Responsibility. (a) The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding,
that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and
each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to
the Loan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent
of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged
breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally,
the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory
or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and
the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.


 






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(b)          The
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with
its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing
investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking
and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which it
may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or
any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised
by the holder of the rights, in its sole discretion.


 


(c)          In
addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its
affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies
in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise.
No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents
or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies,
and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any
obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential
information obtained from other companies.


 


SECTION 9.18.     Acknowledgment
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


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


 


(i)               a
reduction in full or in part or cancellation of any such liability;


 


(ii)              a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


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


 


SECTION 9.19.     Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements
or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and
QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be
stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 






    127


     


    

 


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.


 


ARTICLE X


 


Borrower Guarantee


 


In order to induce the Lenders
to extend credit to the Borrower hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Borrower hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as
a surety, the payment when and as due of the Specified Ancillary Obligations of the Subsidiaries. The Borrower further agrees that the
due and punctual payment of such Specified Ancillary Obligations may be extended or renewed, in whole or in part, without notice to or
further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any
such Specified Ancillary Obligation.


 


The Borrower waives presentment
to, demand of payment from and protest to any Subsidiary of any of the Specified Ancillary Obligations, and also waives notice of acceptance
of its obligations and notice of protest for nonpayment. The obligations of the Borrower hereunder shall not be affected by (a) the
failure of any applicable Lender (or any of its Affiliates) to assert any claim or demand or to enforce any right or remedy against any
Subsidiary under the provisions of any Banking Services Agreement, any Swap Agreement or otherwise; (b) any extension or renewal
of any of the Specified Ancillary Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of
the terms or provisions of this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement or other agreement;
(d) any default, failure or delay, willful or otherwise, in the performance of any of the Specified Ancillary Obligations; (e) the
failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to
preserve any rights to, any security or collateral for the Specified Ancillary Obligations, if any; (f) any change in the corporate,
partnership or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Specified Ancillary Obligations;
(g) the enforceability or validity of the Specified Ancillary Obligations or any part thereof or the genuineness, enforceability
or validity of any agreement relating thereto or with respect to any collateral securing the Specified Ancillary Obligations or any part
thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any other guarantor of any of the Specified
Ancillary Obligations, for any reason related to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement,
or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary
or any other guarantor of the Specified Ancillary Obligations, of any of the Specified Ancillary Obligations or otherwise affecting any
term of any of the Specified Ancillary Obligations; or (h) any other act, omission or delay to do any other act which may or might
in any manner or to any extent vary the risk of the Borrower or otherwise operate as a discharge of a guarantor as a matter of law or
equity or which would impair or eliminate any right of the Borrower to subrogation.


 






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The Borrower further agrees
that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have
stayed the accrual or collection of any of the Specified Ancillary Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by any applicable Lender (or any of its Affiliates) to any balance
of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any Subsidiary
or any other Person.


 


The obligations of the Borrower
hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any
defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of
any of the Specified Ancillary Obligations, any impossibility in the performance of any of the Specified Ancillary Obligations or otherwise.


 


The Borrower further agrees
that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Specified Ancillary Obligations now or
hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Specified Ancillary Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must
otherwise be restored or returned by any applicable Lender (or any of its Affiliates) upon the insolvency, bankruptcy, liquidation, administration,
winding-up, dissolution, composition, compromise, assignment, examinership, suspension of payments, a moratorium of any indebtedness,
dissolution or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) or arrangement with creditors of
any Subsidiary or otherwise (including pursuant to any settlement entered into by a holder of Specified Ancillary Obligations in its
discretion).


 


In furtherance of the foregoing
and not in limitation of any other right which any applicable Lender (or any of its Affiliates) may have at law or in equity against
the Borrower by virtue hereof, upon the failure of any Subsidiary to pay any Specified Ancillary Obligation when and as the same shall
become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Borrower hereby promises to and will,
upon receipt of written demand by any applicable Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to such applicable
Lender (or any of its Affiliates) in cash an amount equal to the unpaid principal amount of such Specified Ancillary Obligations then
due, together with accrued and unpaid interest thereon. The Borrower further agrees that if payment in respect of any Specified Ancillary
Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York or Chicago and if, by reason
of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Specified
Ancillary Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any applicable
Lender (or any of its Affiliates), disadvantageous to such applicable Lender (or any of its Affiliates) in any material respect, then,
at the election of such applicable Lender, the Borrower shall make payment of such Specified Ancillary Obligation in Dollars and/or in
New York or Chicago and, as a separate and independent obligation, shall indemnify such applicable Lender (and any of its Affiliates)
against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.


 






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Upon payment by the Borrower
of any sums as provided above, all rights of the Borrower against any Subsidiary arising as a result thereof by way of right of subrogation
or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of
all the Specified Ancillary Obligations owed by such Subsidiary to the applicable Lender (or its applicable Affiliates).


 


Nothing shall discharge or
satisfy the liability of the Borrower hereunder except the full performance and payment in cash of the Secured Obligations.


 


The Borrower hereby absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Subsidiary
Guarantor to honor all of its obligations under the Subsidiary Guaranty in respect of Specified Swap Obligations (provided, however,
that the Borrower shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Borrower intends that this paragraph constitute, and
this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Subsidiary
Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


[Signature
Pages Follow]


 






    130


     


    





 


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


 


		EAGLE PHARMACEUTICALS, INC.,
	 	as the Borrower
	 	 	 
	 	By	/s/ Brian Cahill
	 	 	Name: Brian Cahill
	 	 	Title: Chief Financial Officer



 


Signature Page to Third
Amended and Restated Credit Agreement


Eagle Pharmaceuticals, Inc.


 






     


     


    




 





		JPMORGAN CHASE BANK, N.A., individually as a 

Lender, as the
Issuing Bank and as Administrative Agent
	 	 	 
	 	By	/s/ David Hyman
	 	 	Name: David Hyman
	 	 	Title: Executive Director


 


Signature Page to Third
Amended and Restated Credit Agreement


Eagle Pharmaceuticals, Inc.



 






     


     


    

 





		 CITIZENS BANK, N.A., as a Lender
	 	 	 
	 	By	/s/ James Harbeson
	 	 	Name: James Harbeson
	 	 	Title: Director


 


Signature Page to Third Amended and Restated
Credit Agreement


Eagle Pharmaceuticals, Inc.


 






     


     


    

 





		 FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By	/s/ Andy Reidell
	 	 	Name: Andy Reidell
	 	 	Title: Executive Director


 


Signature Page to Third Amended and Restated
Credit Agreement


Eagle Pharmaceuticals, Inc.


 






     


     


    

 





		 FIRST NATIONAL BANK OF PENNSYLVANIA,  as a Lender
	 	 	 
	 	By	/s/ David M. Diez
	 	 	Name: David M. Diez
	 	 	Title: Managing Director


 


Signature Page to Third Amended and Restated
Credit Agreement


Eagle Pharmaceuticals, Inc.


 






     


     


    

 





		 BARCLAYS BANK PLC, as a Lender
	 	 	 
	 	By	/s/ Edward Pan
	 	 	Name: Edward Pan
	 	 	Title: Vice President


 


Signature Page to Third Amended and Restated
Credit Agreement


Eagle Pharmaceuticals, Inc.



 






     


     


    

 


		 The undersigned Departing Lender hereby
acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement and will not
be a party to this Agreement.
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Departing Lender
(and solely with respect to Sections 1.06 and 2.08(f) of the Credit Agreement)
	 	 	 
	 	By	/s/ Jack Foresman
	 	 	Name: Jack Foresman
	 	 	Title: Assistant Vice President


 


Signature Page to Third Amended and Restated
Credit Agreement


Eagle Pharmaceuticals, Inc.


 






     


     


    

 


		 The undersigned Departing Lender hereby
acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement and will not
be a party to this Agreement.
	 	 
	 	SILICON VALLEY BANK, as a Departing Lender (and solely
with respect to Sections 1.06 and 2.08(f) of the Credit Agreement)
	 	 	 
	 	By	/s/ Justin Roberts
	 	 	Name: Justin Roberts
	 	 	Title: Director


 


Signature Page to Third Amended and Restated
Credit Agreement


Eagle Pharmaceuticals, Inc.


 






     


     


    

 


		 The undersigned Departing Lender hereby
acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement and will not
be a party to this Agreement.
	 	 
	 	MORGAN STANLEY BANK, NATIONAL ASSOCIATION, as a Departing
Lender (and solely with respect to Sections 1.06 and 2.08(f) of the Credit Agreement)
	 	 	 
	 	By	/s/ Michael King
	 	 	Name: Michael King
	 	 	Title: Authorized Signatory


 


Signature Page to Third Amended and Restated
Credit Agreement


Eagle Pharmaceuticals, Inc.


 






     


     


    

 


SCHEDULE 2.01


 


COMMITMENTS


 


	LENDER	 	REVOLVING
 COMMITMENT	 	 	TERM LOAN
 COMMITMENT	 
	JPMORGAN CHASE BANK, N.A.	 	$	32,666,666.99	 	 	$	20,000,000.01	 
	CITIZENS BANK, N.A.	 	$	26,666,666.67	 	 	$	13,333,333.33	 
	FIFTH THIRD BANK, NATIONAL ASSOCIATION	 	$	16,666,666.67	 	 	$	8,333,333.33	 
	FIRST NATIONAL BANK OF PENNSYLVANIA	 	$	16,666,666.67	 	 	$	8,333,333.33	 
	BARCLAYS BANK PLC	 	$	7,333,333.00	 	 	$	0.00	 
	AGGREGATE COMMITMENTS	 	$	100,000,000.00	 	 	$	50,000,000.00	 



 






     


     


    

 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


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


 


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


 


	1.	Assignor:		 
	 	 	 
	2.	Assignee:		 
	 	 	[and
    is an Affiliate/Approved Fund of [identify
    Lender]1]
	 	 	 
	3.	Borrower(s):	Eagle
    Pharmaceuticals, Inc.	 
	 	 	 
	4.	Administrative Agent:	JPMorgan
    Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The
    Third Amended and Restated Credit Agreement dated as of November 1, 2022 among Eagle Pharmaceuticals, Inc., the Lenders
    parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent


 





 






1 Select as applicable.


 






     


     


    

 


	6.	Assigned Interest:	 



 


	Facility
Assigned2	Aggregate
    Amount of

Commitment/Loans for

 all Lenders	Amount
    of 

Commitment/ Loans 

Assigned	Percentage
    Assigned of

Commitment/Loans3
	 	$	$	%
	 	$	$	%
	 	$	$	%


 


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


 


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


 


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


 


		ASSIGNOR
	 	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Title:



 


		ASSIGNEE
	 	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	 	Title:


 





 






2
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Agreement
(e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.).


3
Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


 



    2


     


    

 


	Consented to and Accepted:	 
	 	 	 
	JPMORGAN CHASE BANK, N.A., 

as Administrative Agent [and Issuing Bank]	 
	 	 	 
	By:	                     	 
	 	Title:	 



 


	[Consented
to:]4	 
	 	 	 
	EAGLE PHARMACEUTICALS, INC.	 
	 	 	 
	By:	                                  	 
	 	Title:	 



 





 



4 To be added only if the consent of the Borrower is required
by the terms of the Credit Agreement.


 









    3


     


    




 


ANNEX I


 


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


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


 


1.2.          Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required
to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it
shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented
by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest,
is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative
Agent, the Arranger, the Assignor or any other Lender or any of their respective Related Parties, and (vi) if it is a Foreign Lender,
attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, the Arranger, the Assignor or any other Lender and their respective Related Parties, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender.


 


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


 


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


 






     


     


    

 



 


EXHIBIT B


 


[RESERVED]


 






     


     


    

 


EXHIBIT C


 


[RESERVED]


 






     


     


    

 


EXHIBIT D


 


[RESERVED]


 






     


     


    

 


EXHIBIT E


 


LIST OF CLOSING DOCUMENTS


 


EAGLE PHARMACEUTICALS, INC.


 


CREDIT FACILITIES


 


November 1, 2022


 


LIST OF CLOSING DOCUMENTS1


 


A.            LOAN
DOCUMENTS


 


		1.	Third Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Eagle
Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), the institutions from time to time parties thereto
as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the
other Lenders (the “Administrative Agent”), evidencing a revolving credit facility to the Borrower from the Revolving
Lenders in an initial aggregate principal amount of $100,000,000 and a term loan facility to the Borrower from the Term Lenders in an
initial aggregate principal amount of $50,000,000.



 


SCHEDULES


 


	Schedule 2.01	–	Commitments


 


EXHIBITS


 


	Exhibit A	–	Form of Assignment and Assumption
	Exhibit B	–	[Reserved]
	Exhibit C	–	[Reserved]
	Exhibit D	–	[Reserved]
	Exhibit E	–	List of Closing Documents
	Exhibit F-1	–	Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
	Exhibit F-2	–	Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
	Exhibit F-3	–	Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)
	Exhibit F-4	–	Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)
	Exhibit G-1	–	Form of Borrowing Request
	Exhibit G-2	–	Form of Interest Election Request


 


 






1 Each capitalized term used herein
and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items appearing in bold
and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel.


 






     


     


    

 


2.            Disclosure
Letter.


 


	Schedule 3.01	–	Subsidiaries
	Schedule 6.01	–	Existing Indebtedness
	Schedule 6.02	–	Existing Liens
	Schedule 6.06	–	Affiliate Transactions
	Schedule 6.08	–	Restrictive Agreements


 


		3.	Reaffirmation Agreement executed by the Borrower, Eagle Biologics, Inc. and Eagle Research Labs Limited
in favor of the Administrative Agent and the Secured Parties.



 


		4.	Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant
to Section 2.10(e) of the Credit Agreement.



 


		5.	Second Amended and Restated Pledge and Security Agreement executed by the Borrower, each Domestic Subsidiary
Guarantor and Eagle Malta, together with pledged instruments and allonges, stock certificates, stock powers executed in blank, pledge
instructions and acknowledgments, as appropriate.



 


	Exhibit A	–	Prior Names; Jurisdiction of Formation; Place of Business; Chief Executive Office; Mergers and Mailing Address
	Exhibit B	–	Aircraft/Engines, Ships, Vessels, Railcars and Other Vehicles Governed by Federal Statute; Patents, Copyrights and Trademarks Protected under Federal Law
	Exhibit C	–	[Reserved]
	Exhibit D	–	List of Pledged Securities
	Exhibit E	–	UCC Financing Statement Filing Locations
	Exhibit F	–	Commercial Tort Claims
	Exhibit G	–	Federal Employer Identification Number; State Organization Number; Jurisdiction of Incorporation
	Exhibit H	–	Deposit Accounts; Securities Accounts


 


		6.	Second Amended and Restated Guaranty executed by the Guarantors in favor of the Administrative Agent.



 


		7.	Confirmatory Grant of Security Interest in United States Patents made by certain of the Loan Parties in
favor of the Administrative Agent for the benefit of the Secured Parties.



 


	 	Schedule A	–	Registered Patents; Patent Applications;
Other Patents



 


		8.	Confirmatory Grant of Security Interest in United States Trademarks made by certain of the Loan Parties
in favor of the Administrative Agent for the benefit of the Secured Parties.



 


	 	Schedule A	–	Registered Trademarks; Trademark and Service
Mark Applications; Other Trademarks



 






     


     


    

 


		9.	Certificates of Insurance listing the Administrative Agent as (x) lender loss payee for the
property casualty insurance policies of the Borrower and the Subsidiary Guarantors, together with separate lender loss payable endorsements
and (y) additional insured with respect to the liability insurance of the Borrower and the Subsidiary Guarantors, together with separate
additional insured endorsements.



 


B.            UCC
DOCUMENTS


 


		10.	UCC, tax lien and name variation search reports naming each Loan Party from the appropriate offices in
relevant jurisdictions.



 


C.            CORPORATE
DOCUMENTS


 


		11.	Certificate of the Secretary or an Assistant Secretary or Director, as the case may be, of each
Loan Party certifying (i) that there have been no changes in the Certificate of Incorporation or other charter document of such Loan
Party, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction
of its organization, since the date of the certification thereof by such governmental entity, (ii) the By-Laws or other applicable
organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions
of the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of each Loan
Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to
sign the Loan Documents to which it is a party, and (in the case of the Borrower) authorized to request a Borrowing or the issuance of
a Letter of Credit under the Credit Agreement.



 


		12.	Good Standing Certificate (or analogous documentation if applicable) for each Loan Party from the
Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to the extent generally available in such
jurisdiction.



 


D.            OPINION


 


		13.	Opinion of Cooley LLP, counsel for the Loan Parties.



 


		14.	Opinion of Camilleri Preziosi, Maltese counsel for the Loan Parties.



 


E.            CLOSING
CERTIFICATES AND MISCELLANEOUS


 


		15.	A Certificate signed by the President, a Vice President or a Financial Officer of the Borrower certifying
the following: (i) that all of the representations and warranties contained in Article III of the Credit Agreement are
true and correct and (ii) that no Default or Event of Default has occurred and is then continuing.



 


		16.	A Certificate of the chief financial officer of the Borrower in form and substance satisfactory
to the Administrative Agent supporting the conclusions that, after giving effect to the Transactions to occur on the Effective Date, the
Borrower and its Subsidiaries, taken as a whole, are Solvent and will be Solvent subsequent to incurring the indebtedness in connection
with the Transactions.



 


		17.	A Compliance Certificate dated as of the Effective Date and demonstrating that, after giving effect
(including giving effect on a pro forma basis) to the Transactions to occur on the Effective Date, the Borrower is in compliance with
the financial covenants set forth in Section 6.11 of the Credit Agreement as of the most recent date for which financial statements
were delivered to the Administrative Agent pursuant to the Existing Credit Agreement.



 


		18.	Borrowing Notice



 


		19.	Funding Indemnity Letter



 






     


     


    

 


EXHIBIT F-1


 


FORM OF


 


U.S. TAX
COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Eagle Pharmaceuticals, Inc. (the “Borrower”),
the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions of
Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it
is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the
Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


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


 


	[NAME OF LENDER]
	 
	By:	                   	 
	Name:
	Title:
	 
	Date: __________, 20[__]


 






     


     


    

 


EXHIBIT F-2


 


FORM oF


 


U.S. TAX
COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Eagle Pharmaceuticals, Inc. (the “Borrower”),
the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions of
Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payments.


 


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


 





	[NAME OF PARTICIPANT]
	 
	By:	                   	 
	Name:
	Title:
	 
	Date: _______ ___, 20[__]


 






     


     


    

 


EXHIBIT F-3


 


FORM OF


 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Eagle Pharmaceuticals, Inc. (the “Borrower”),
the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions of
Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY
accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


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


 





	[NAME OF PARTICIPANT]
	 
	By:	                   	 
	Name:
	Title:
	 
	Date: _______ ___, 20[__]


 






     


     


    

 


EXHIBIT F-4


 


FORM OF


 


U.S. TAX
COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Eagle Pharmaceuticals, Inc. (the “Borrower”),
the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions of
Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with
respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its
direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY
accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent,
and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


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


 





	[NAME OF LENDER]
	 
	By:	                   	 
	Name:
	Title:
	 
	Date: _______ ___, 20[__]


 






     


     


    

 


EXHIBIT G-1


 


FORM OF BORROWING REQUEST


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below


 


[_____]

[_____]

Attention: [__________]

Facsimile: [__________]


 


With a copy to:


 


[__________]

[__________]

Attention: [__________]

Facsimile: [__________]


 


		Re:	Eagle Pharmaceuticals, Inc.



 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of November 1, 2022 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Eagle Pharmaceuticals, Inc. (the “Borrower”),
the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit
Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowing requested hereby:


 


		1.	The requested Borrowing is in respect of the [Revolving
Commitment][Term Loan Commitment]



 


		2.	Aggregate principal amount of Borrowing:1
__________



 


		3.	Date of Borrowing (which shall be a Business Day): __________



 


		4.	Type of Borrowing (ABR or Term Benchmark or RFR): __________



 


		5.	Interest Period and the last day thereof (if a Term Benchmark Borrowing):2
__________



 


		6.	Location and number of the Borrower’s account or any other account agreed upon by the Administrative
Agent and the Borrower to which proceeds of Borrowing are to be disbursed: __________



 


[Signature
Page Follows]


 


 






1 Not less than applicable amounts specified in Section
2.02(c).


2 Which must comply with the definition of “Interest
Period” and end not later than the Maturity Date.


 






     


     


    

 


The undersigned hereby represents
and warrants that the conditions to lending specified in Section[s] [4.01 and]1
4.02 of the Credit Agreement are satisfied as of the date hereof.


 


		Very truly yours,
	 	 	 
	 	EAGLE PHARMACEUTICALS, INC.,
	 	as the Borrower
	 	 	 
	 	By:	                                         
	 	Name:
	 	Title:



 


 






1 To be included only for Borrowings on the Effective Date.


 






     


     


    

 


 


EXHIBIT G-2


 


FORM OF INTEREST ELECTION REQUEST


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below


 


[_____]

[_____]

Attention: [__________]

Facsimile: [__________]


 


Re: Eagle Pharmaceuticals, Inc.


 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of November 1, 2022 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Eagle Pharmaceuticals, Inc. (the “Borrower”),
the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Borrower hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to [convert][continue]
an existing Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect
to such [conversion][continuation]
requested hereby:


 


		1.	List date, Type, Class, principal amount and Interest Period (if applicable) of existing Borrowing: __________



 


		2.	Aggregate principal amount of resulting Borrowing: __________



 


		3.	Effective date of interest election (which shall be a Business Day): __________



 


		4.	Type of Borrowing (ABR or Term Benchmark or RFR): __________



 


		5.	Interest Period and the last day thereof (if a Term Benchmark Borrowing):1
__________



 


[Signature
Page Follows]


 





 






1 Which must comply with the definition of “Interest
Period” and end not later than the Maturity Date.


 






     


     


    

 





		Very truly yours,
	 	 	 
	 	EAGLE PHARMACEUTICALS, INC.,
	 	as Borrower
	 	 	 
	 	By:	                                         
	 	Name:
	 	Title: