Exhibit 10.2


 



 Published
CUSIP Number: 550819106


 


AMENDED AND RESTATED
CREDIT AGREEMENT


 


Dated as of February 18,
2014


 


Among


 


LYDALL, INC.,


as the Borrower,


 


BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,


 


and


 


The Other Lenders Party
Hereto


 


BANK OF AMERICA MERRILL
LYNCH,


as Sole Lead Arranger
and Sole Book Manager


 





 



  




    	 



    	 



    




 


TABLE
OF CONTENTS


 


	Section	 	Page
	 	 	 
	ARTICLE I.	DEFINITIONS AND ACCOUNTING TERMS	1
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	27
	1.03	Accounting Terms	27
	1.04	Rounding	28
	1.05	Exchange Rates; Currency Equivalents	28
	1.06	Additional Alternative Currencies	29
	1.07	Change of Currency	29
	1.08	Times of Day	30
	1.09	Letter of Credit Amounts	30
	 	 	 
	ARTICLE II.	the COMMITMENTS and Credit Extensions	31
	 	 	 
	2.01	Committed Loans	31
	2.02	Borrowings, Conversions and Continuations of Committed Loans	31
	2.03	[Intentionally Omitted]	33
	2.04	Letters of Credit	33
	2.05	Swing Line Loans	43
	2.06	Prepayments	46
	2.07	Termination or Reduction of Commitments	47
	2.08	Repayment of Loans	47
	2.09	Interest	47
	2.10	Fees	48
	2.11	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	49
	2.12	Evidence of Debt	50
	2.13	Payments Generally; Administrative Agent’s Clawback	50
	2.14	Sharing of Payments by Lenders	53
	2.15	[Intentionally Omitted]	53
	2.16	Increase in Commitments	53
	2.17	Cash Collateral	55
	2.18	Defaulting Lenders	56
	2.19	[Intentionally Omitted]	57
	 	 	 
	ARTICLE III.	TAXES, YIELD PROTECTION AND ILLEGALITY	57
	 	 	 
	3.01	Taxes	58
	3.02	Illegality	62
	3.03	Inability to Determine Rates	63
	3.04	Increased Costs; Reserves on Eurocurrency Rate Committed Loans	63
	3.05	Compensation for Losses	65
	3.06	Mitigation Obligations; Replacement of Lenders	66
	3.07	Survival	66
	 	 	 
	ARTICLE IV.	CONDITIONS PRECEDENT TO Credit Extensions	66


 




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	4.01	Conditions of Initial Credit Extension	66
	4.02	Conditions to all Credit Extensions	69
	 	 	 
	ARTICLE V.	REPRESENTATIONS AND WARRANTIES	70
	 	 	 
	5.01	Existence, Qualification and Power	70
	5.02	Authorization; No Contravention	70
	5.03	Governmental Authorization; Other Consents	70
	5.04	Binding Effect	71
	5.05	Financial Statements; No Material Adverse Effect	71
	5.06	Litigation	71
	5.07	No Default	72
	5.08	Ownership of Property; Liens	72
	5.09	Environmental Compliance	72
	5.10	Insurance	72
	5.11	Taxes	72
	5.12	ERISA Compliance	72
	5.13	Subsidiaries; Equity Interests	73
	5.14	Margin Regulations; Investment Company Act	73
	5.15	Disclosure	73
	5.16	Compliance with Laws	74
	5.17	Taxpayer Identification Number	74
	5.18	Collateral Documents	74
	5.19	Intellectual Property; Licenses, Etc	75
	5.20	Solvency	75
	5.21	Rights in Collateral; Priority of Liens	75
	5.22	Sanctions Concerns	75
	 	 	 
	ARTICLE VI.	AFFIRMATIVE COVENANTS	76
	 	 	 
	6.01	Financial Statements	76
	6.02	Certificates; Other Information	77
	6.03	Notices	78
	6.04	Payment of Obligations	79
	6.05	Preservation of Existence, Etc	79
	6.06	Maintenance of Properties	79
	6.07	Maintenance of Insurance	80
	6.08	Compliance with Laws	80
	6.09	Books and Records	80
	6.10	Inspection Rights	80
	6.11	Use of Proceeds	80
	6.12	Additional Guarantors	80
	6.13	Collateral Records	81
	6.14	Further Assurances	81
	6.15	Operating Accounts	8
	 	 	 
	ARTICLE VII.	NEGATIVE COVENANTS	82
	 	 	 
	7.01	Liens	82


 




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	7.02	Investments	83
	7.03	Indebtedness	84
	7.04	Fundamental Changes	85
	7.05	Dispositions	85
	7.06	Restricted Payments	86
	7.07	Change in Nature of Business	86
	7.08	Transactions with Affiliates	86
	7.09	Burdensome Agreements	86
	7.10	Use of Proceeds	87
	7.11	Bank Accounts	87
	7.12	Inconsistent Agreements; Charter Amendments	87
	7.13	Accounting Changes	87
	7.14	Amendment, Etc. of Indebtedness	87
	7.15	Financial Covenants	87
	7.15	Sanctions	88
	 	 	 
	ARTICLE VIII.	EVENTS OF DEFAULT AND REMEDIES	88
	 	 	 
	8.01	Events of Default	88
	8.02	Remedies Upon Event of Default	90
	8.03	Application of Funds	90
	 	 	 
	ARTICLE IX.	ADMINISTRATIVE AGENT	92
	 	 	 
	9.01	Appointment and Authority	92
	9.02	Rights as a Lender	93
	9.03	Exculpatory Provisions	93
	9.04	Reliance by Administrative Agent	94
	9.05	Delegation of Duties	95
	9.06	Resignation of Administrative Agent	95
	9.07	Non-Reliance on Administrative Agent and Other Lenders	96
	9.08	No Other Duties, Etc	96
	9.09	Administrative Agent May File Proofs of Claim	96
	9.10	Collateral and Guaranty Matters	98
	 	 	 
	ARTICLE X.	MISCELLANEOUS	98
	 	 	 
	10.01	Amendments, Etc	98
	10.02	Notices; Effectiveness; Electronic Communication	100
	10.03	No Waiver; Cumulative Remedies; Enforcement	102
	10.04	Expenses; Indemnity; Damage Waiver	103
	10.05	Payments Set Aside	105
	10.06	Successors and Assigns	106
	10.07	Treatment of Certain Information; Confidentiality	110
	10.08	Right of Setoff	111
	10.09	Interest Rate Limitation	111
	10.10	Counterparts; Integration; Effectiveness	112
	10.11	Survival of Representations and Warranties	112
	10.12	Severability	112


 




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	10.13	Replacement of Lenders	112
	10.14	Governing Law; Jurisdiction; Etc	113
	10.15	Waiver of Jury Trial	114
	10.16	No Advisory or Fiduciary Responsibility	114
	10.17	Electronic Execution of Assignments and Certain Other Documents	115
	10.18	USA PATRIOT Act	115
	10.19	Judgment Currency	115
	10.20	Prejudgment Remedy Waiver	116
	 	 	 
	SIGNATURES	S-1


 


SCHEDULES


 


	 	1.01	Mandatory Cost Formulae
	 	2.01	Commitments and Applicable Percentages
	 	4.01(b)	Schedule of Responsible Officers for the Loan Parties
	 	5.12(c)	ERISA Related Disclosure
	 	5.12(d)	Schedule of Pension Plans
	 	5.13	Subsidiaries; Other Equity Investments
	 	5.19	Intellectual Property Matters
	 	6.14(b)	Landlord and Warehousemen Waivers
	 	7.01	Existing Liens
	 	7.03	Existing Indebtedness
	 	7.09	Burdensome Agreements
	 	7.11	Schedule of Bank Accounts
	 	10.02	Administrative Agent’s Office; Certain Addresses for Notices


 


EXHIBITS


 


	 	 	Form of
	 	 	 
	 	A	Committed Loan Notice
	 	B	[Intentionally Omitted]
	 	C	Swing Line Loan Notice
	 	D	Note
	 	E	Compliance Certificate
	 	F-1	Assignment and Assumption
	 	F-2	Administrative Questionnaire
	 	G	Guaranty
	 	H	Anticipated Acquisition
	 	I	Joinder


  







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AMENDED
AND RESTATED CREDIT AGREEMENT


 


This AMENDED AND RESTATED
CREDIT AGREEMENT (“Agreement”) is entered into as of February 18, 2014 among LYDALL, INC., a
Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders”
and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer.


 


The Borrower has requested
that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth
herein.


 


In consideration of
the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE
I.  DEFINITIONS AND ACCOUNTING TERMS


 


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


 


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


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such
currency as the Administrative Agent may from time to time notify to the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit F-2 or any other form
approved by the Administrative Agent.


 


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


 


“Aggregate
Commitments” means the Commitments of all the Lenders.


 


“Agreement”
means this Credit Agreement.


 


“Alternative
Currency” means each of Euro, Sterling, Canadian Dollar and each other currency (other than Dollars) that is approved
in accordance with Section 1.06.


 


“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof
in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such
time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative
Currency with Dollars.


 




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“Alternative
Currency Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $40,000,000. The Alternative
Currency Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


“Anticipated
Acquisition” means the Investment described on Exhibit H hereto.


 


“Applicable
Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section
2.18. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of
each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any
subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 


“Applicable
Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most
recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):


 


	Applicable Rate	 
	 	 
	Pricing

Level	 	Consolidated

Leverage Ratio	 	Unused

Commitment

Fee	 	For

Eurocurrency

Rate

Committed

Loans and

Letters of

Credit 	 	For Base

Rate

Committed 

Loans	 
	1	 	<0.50:1	 	20 bps	 	75 bps	 	15 bps	 
	2	 	≥0.50:1 but <1.00:1	 	20 bps	 	100 bps	 	25 bps	 
	3	 	≥1.00:1 but <1.75:1	 	25 bps	 	125 bps	 	50 bps	 
	4	 	≥1.75:1 but <2.50:1	 	25 bps	 	150 bps	 	75 bps	 
	5	 	≥2.50:1	 	30 bps	 	175 bps	 	100 bps	 


 


Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with such Section, then upon the election of the Required
Lenders, Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required
to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable
Rate in effect from the Closing Date through March 31, 2014 shall be determined based upon Pricing Level 3. Notwithstanding anything
to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions
of Section 2.11(b).


 




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“Applicable
Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of
settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be,
to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.


 


“Approved
Fund” means any Fund 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.


 


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


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit F-1 or any other form approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.


 


“Audited Financial
Statements” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended
December 31, 2012, and the related Consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.


 


“Availability
Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of
termination of the Aggregate Commitments pursuant to Section 2.07, and (c) the date of termination of the commitment of
each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


 


“Bank of America”
means Bank of America, N.A. and its successors.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”
and (c) the Eurocurrency Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced
by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.


 




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“Base Rate
Committed Loan” means a Committed Loan that bears interest based on the Base Rate. All Base Rate Committed Loans shall
be denominated in Dollars.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower
Materials” has the meaning specified in Section 6.02.


 


“Borrowing” means a Committed
Borrowing or a Swing Line Borrowing, as the context may require.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated
in Dollars is located and:


 


(a)  if such
day relates to any interest rate settings as to a Eurocurrency Rate Committed Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurocurrency Rate Committed Loan, or any other dealings in Dollars to
be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Committed Loan, means any such day that is also
a London Banking Day;


 


(b)   if such
day relates to any interest rate settings as to a Eurocurrency Rate Committed Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurocurrency Rate Committed Loan, or any other dealings in Euro to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Committed Loan, means a TARGET Day;


 


(c)   if such
day relates to any interest rate settings as to a Eurocurrency Rate Committed Loan denominated in a currency other than Dollars
or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London
or other applicable offshore interbank market for such currency; and


 


(d)   if such
day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency
Rate Committed Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars
or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Committed Loan (other than any interest
rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the
country of such currency.


 


“Canadian
Dollar” and “CAD” means the lawful currency of Canada.


 


“Capital Assets”
means fixed assets, both tangible (such as land, buildings, fixtures, machinery and equipment) and intangible (such as patents,
copyrights, trademarks, franchises and goodwill); provided that Capital Assets shall not include any item customarily charged directly
to expense or depreciated over a useful life of twelve (12) months or less in accordance with generally accepted accounting principles.


 




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“Capitalized Lease” means
all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer
or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans,
or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account
balances or, if the L/C Issuer or Swing Line Lender benefiting from such collateral shall agree in its sole discretion, other credit
support, in each case, in an amount equal to 105% of the applicable obligations secured thereby and pursuant to documentation in
form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable).
“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral
and other credit support.


 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear
of all Liens (other than Liens permitted by this Agreement or the other Loan Documents):


 


(a)           readily
marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided
that the full faith and credit of the United States is pledged in support thereof;


 


(b)          time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is
a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the
principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the
District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial
paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000,
in each case with maturities of not more than ninety (90) days from the date of acquisition thereof;


 


(c)           commercial
paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1”
(or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each
case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; and


 


(d)          Investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating
obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character,
quality and maturity described in clauses (a), (b) and (c) of this definition.


 




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“CDOR”
has the meaning specified in the definition of Eurocurrency Rate.


 


“CDOR Rate”
has the meaning specified in the definition of Eurocurrency Rate.


 


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


 


“Change of
Control” means an event or series of events by which:


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time (such right, an “option right”)), directly or indirectly, of 25% or more of
the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the
Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire
pursuant to any option right); or


 


(b)          during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination
for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened
solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation
for the election of one or more directors by or on behalf of the board of directors).


 




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“Closing Date”
means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section
10.01.


 


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


 


“Collateral”
means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is or is intended
under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the
Secured Parties; provided that there shall be excluded from the Collateral (a) any account, instrument, chattel paper or other
obligation or property of any kind due from, owed by, or belonging to a Sanctioned Person or (b) any lease in which the lessee
is a Sanctioned Person.


 


“Collateral
Documents” means, collectively, the Security Agreements, the Intellectual Property Security Agreement, the Stock Pledge
Agreement, each of the collateral assignments, security agreements, pledge agreements or other similar agreements now or hereafter
delivered to the Administrative Agent, and each of the other agreements, instruments or documents that creates or purports to create
a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Commitment”
means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any
one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to
time in accordance with this Agreement.


 


“Committed
Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and, in
the case of Eurocurrency Rate Committed Loans, having the same Interest Period made by each of the Lenders pursuant to Section
2.01.


 


“Committed
Loan” has the meaning specified in Section 2.01.


 


“Committed
Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other,
or (c) a continuation of Eurocurrency Rate Committed Loans, pursuant to Section 2.02(a), which, if in writing, shall be
substantially in the form of Exhibit A.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit E.


 


“Consolidated”
means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any
other Person, such statements or items on a Consolidated basis in accordance with the consolidation principles of GAAP.


 




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“Consolidated
Capital Expenditures” means amounts paid or Indebtedness incurred by Borrower or any of its Subsidiaries, on a Consolidated
basis, whether paid in cash or financed through Indebtedness incurred under the Loan Documents or otherwise, in connection with
(a) the purchase or lease by Borrower or any of its Subsidiaries of Capital Assets that would be required to be capitalized and
shown on the balance sheet of such Person in accordance with GAAP or (b) the lease of any assets by Borrower or any of its Subsidiaries
as lessee under any Synthetic Lease to the extent that such assets would have been Capital Assets had the Synthetic Lease been
treated for accounting purposes as a Capitalized Lease, in each case net of the proceeds of the sale or trade of similar assets
in connection with such purchase or sale or otherwise within 90 days after the date thereof.


 


“Consolidated
EBIT” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, an amount equal to Consolidated
Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i)
Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by
the Borrower and its Subsidiaries for such period and (iii) other non-recurring expenses of the Borrower and its Subsidiaries reducing
such Consolidated Net Income which do not represent a cash item in such period or any future period, plus (b) loss from
discontinued operations and extraordinary items, plus (c) non-cash stock based compensation, minus (d) income from
discontinued operations and extraordinary items, and minus (e) the following to the extent included in calculating such
Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such
period and (ii) other non-recurring income of the Borrower and its Subsidiaries increasing such Consolidated Net Income which does
not represent a cash item in such period or any future period.


 


“Consolidated
EBITDA” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, an amount equal to Consolidated
Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i)
Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by
the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense and (iv) other non-recurring expenses
of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or
any future period, plus (b) loss from discontinued operations and extraordinary items, plus (c) non-cash stock based
compensation, minus (d) income from discontinued operations and extraordinary items, and minus (e) the following
to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of
the Borrower and its Subsidiaries for such period and (ii) other non-recurring income of the Borrower and its Subsidiaries increasing
such Consolidated Net Income which does not represent a cash item in such period or any future period.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated
basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments,
(b) all purchase money Indebtedness, (c) all direct obligations arising under standby letters of credit, bankers’ acceptances,
bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property
or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of
Capital Leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness
of the types specified in clauses (a) through (e) above of Persons other than the Borrower or any Subsidiary, and (g) all Indebtedness
of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer,
unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.


 




    	8



    	 



    

 


“Consolidated
Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, the sum of (a)
all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection
with borrowed money (including cash paid for interest) or in connection with the deferred purchase price of assets, in each case
to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries
with respect to such period under Capital Leases that is treated as interest in accordance with GAAP.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBIT for the period
of the four fiscal quarters most recently ended to (b) Consolidated Interest Charges for the period of the four fiscal quarters
most recently ended.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such
date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.


 


“Consolidated
Net Income” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, the net income of the
Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses in accordance with GAAP) for that period.


 


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


 


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


 


“Credit Extension”
means each of the following: (a) a Committed Borrowing and (b) an L/C Credit Extension.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


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


 




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“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Committed Loans plus (iii) 2% per annum; provided, however,
that with respect to a Eurocurrency Rate Committed Loan, the Default Rate shall be an interest rate equal to the interest rate
(including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, and (b) when used with
respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


 


“Defaulting
Lender” means, subject to Section 2.18(b), any Lender that, as determined by the Administrative Agent, (a) has
failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters
of Credit or Swing Line Loans, within three Business Days of the date required to be funded by it hereunder, (b) has notified the
Borrower, or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement
to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit,
(c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the
Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that
has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian
appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any
such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.


 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith.


 


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


 


“Dollar Equivalent” means,
at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer,
as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for
the purchase of Dollars with such Alternative Currency.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), and (v)
(subject to such consents, if any, as may be required under Section 10.06(b)(iii)).


 




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“EMU” means the economic
and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.


 


“EMU Legislation”
means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified
European currency.


 


“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries 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, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 




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“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate or the treatment
of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings
to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan
is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the
Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA and any liability under Title IV of ERISA described in (a) - (g)
above, upon the Borrower or any ERISA Affiliate.


 


“Euro”
and “€” mean the single currency of the Participating Member States introduced in accordance with the EMU
Legislation.


 


“Eurocurrency
Rate” means:


 


(a)          with
respect to any Credit Extension for any Interest Period:


 


(i) denominated
in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a comparable
or successor rate which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such
other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
(in such case, the “LIBOR Rate”) at or about 11:00 a.m. (London time) on the Rate Determination Date, for deposits
in the relevant currency, with a term equivalent to such Interest Period;


 


(ii) denominated
in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”), or a comparable
or successor rate which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such
other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
(in such case, the “CDOR Rate”) at or about 10:00a.m. (Toronto, Ontario time) on the Rate Determination Date
with a term equivalent to such Interest Period;


 


(iii) with
respect to any Credit Extension denominated in any other Non-LIBOR Quoted Currency, the rate per annum as designated with respect
to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders
pursuant to Section 1.09(a); and


 


(b)          for
any interest rate calculation with respect to a Base Rate Committed Loan on any date, the rate per annum equal to the LIBOR Rate,
at or about 11:00 a.m. (London time) determined two (2) Business Days prior to such date for Dollar deposits being delivered in
the London interbank market for deposits in Dollars with a term of one (1) month commencing that day;


 




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provided that
to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this
definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that
to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied
in a manner as otherwise reasonably determined by the Administrative Agent.


 


“Eurocurrency
Rate Committed Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency
Rate.” Eurocurrency Rate Committed Loans may be denominated in Dollars or in an Alternative Currency. All Committed Loans
denominated in an Alternative Currency must be Eurocurrency Rate Committed Loans.


 


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


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any 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 Lending Office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes
imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than
pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except
in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and
(d) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


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


 


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


 




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“Fee Letter” means the
letter agreement, dated as of the Closing Date, between the Borrower and the Administrative Agent.


 


“Foreign Lender”
means a Lender that is not a U.S. Person. For purposes of this definition, the United States, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.


 


“Foreign Obligation
Provider” shall have the meaning set forth in the definition of Foreign Subsidiary Secured Obligations.


 


“Foreign Obligation
Loan Documents” means all legal documentation entered into between the applicable Foreign Subsidiary and the Foreign
Obligation Provider in connection with the Foreign Subsidiary Secured Obligations.


 


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


 


“Foreign Subsidiary
Secured Obligations” means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations,
and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances,
guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations owing by any Foreign Subsidiary
to Bank of America or any other Lender or any office, branch or Affiliate of Bank of America or such other Lender (each a “Foreign
Obligation Provider”) excluding, however, any of the foregoing owed to a Lender or any Affiliate of a Lender after an
assignment of the same to such Lender or Affiliate of such Lender by another Person who is not a Lender or an Affiliate of a Lender
and without the consent of the Borrower, which consent shall not be unreasonably conditioned or delayed.


 


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


 


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


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in
the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 




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


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss
in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 


“Guarantors”
means, collectively, Lydall Thermal/Acoustical, Inc., Lydall Filtration/Separation, Inc. and Lydall International, Inc. and, upon
the consummation of the Anticipated Acquisition, Southern Felt Company, Inc.


 


“Guaranty”
means the Amended and Restated Guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders, substantially
in the form of Exhibit G.


 


“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.


 




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“IFRS”
means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements delivered under or referred to herein.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)          all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)          all
direct or contingent obligations of such Person arising under letters of credit, bankers’ acceptances, bank guaranties, surety
bonds and similar instruments;


 


(c)          net
obligations of such Person under any Swap Contract;


 


(d)          all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable
was created);


 


(e)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)          Capital
Leases and Synthetic Lease Obligations;


 


(g)          all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; and


 


(h)          without
duplication, all Guarantees of such Person in respect of any of the foregoing.


 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation
as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


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


 




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“Information”
has the meaning specified in Section 10.07.


 


“Intellectual
Property Security Agreement” means that certain intellectual property security agreement from Borrower granting a security
interest to Administrative Agent in IP Rights as may be required by Administrative Agent and Lenders in connection with this Agreement.


 


“Interest
Payment Date” means, (a) as to any Loan other than a Base Rate Committed Loan, the last day of each Interest Period applicable
to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Committed
Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Committed Loan (including a Swing Line Loan), the last Business Day
of each calendar month.


 


“Interest
Period” means as to each Eurocurrency Rate Committed Loan, the period commencing on the date such Eurocurrency Rate Committed
Loan is disbursed or (in the case of any Eurocurrency Rate Committed Loan) converted to or continued as a Eurocurrency Rate Committed
Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice;
provided that:


 


(i)          any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless, in the case of a Eurocurrency Rate Committed Loan, such Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Business Day;


 


(ii)         any
Interest Period pertaining to a Eurocurrency Rate Committed Loan that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on
the last Business Day of the calendar month at the end of such Interest Period; and


 


(iii)        no
Interest Period shall extend beyond the Maturity Date.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of
assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall
be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.


 


“IP Rights”
has the meaning specified in Section 5.19.


 


“IRS”
means the United States Internal Revenue Service.


 




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


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and, in each case, relating to
such Letter of Credit.


 


“Judgment
Currency” has the meaning specified in Section 10.19.


 


“Knowledge”
means, with respect to the Borrower, any Loan Party or any ERISA Affiliate, the actual knowledge of the chief executive officer,
chief financial officer, chief operating officer (if any), chief legal officer or chief accounting officer of the Borrower, such
Loan Party or such ERISA Affiliate, as applicable.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


“L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its
Applicable Percentage. All L/C Advances shall be denominated in Dollars.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated in Dollars or in an Alternative Currency,
as applicable.


 


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


 


“L/C Issuer”
means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 




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“Lender”
has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.


 


“Lending Office”
means, as to any Lender and with respect to any currency, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative
Agent.


 


“Letter of Credit” means
any standby letter of credit issued hereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency.


 


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


 


“Letter of
Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is
not a Business Day, the next preceding Business Day).


 


“Letter of
Credit Fee” has the meaning specified in Section 2.04(h).


 


“Letter of Credit Sublimit”
means an amount equal to $30,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.
The Letter of Credit Sublimit shall include the aggregate outstanding amount of any bank guarantees or performance guarantees.


 


“LIBOR”
has the meaning specified in the definition of Eurocurrency Rate.


 


“LIBOR Quoted
Currency” means Dollars, Euro and Sterling, in each case as long as there is a published LIBOR rate with respect thereto.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge,
or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind
or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan or a Swing Line
Loan.


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant
to the provisions of Section 2.17 of this Agreement, the Collateral Documents, and the Guaranty.


 


“Loan Parties”
means, collectively, the Borrower and each Guarantor.


 


“London Banking
Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar
market.


 




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“Mandatory
Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01.


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, liabilities (actual or contingent), condition (financial or otherwise) of the Borrower or the Borrower and the other
Loan Parties, taken as a whole; (b) a material impairment of the ability of the Borrower or the Borrower and the other Loan Parties,
taken as a whole, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Borrower or the Borrower and the other Loan Parties, taken as a whole, of the Documents.


 


“Maturity
Date” means January 31, 2019; provided, however, that if such date is not a Business Day, the Maturity
Date shall be the next preceding Business Day.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated
to make contributions.


 


“Multiple
Employer Plan” means a Pension Plan which has two or more contributing sponsors (including the Borrower or any ERISA
Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Non-LIBOR Quoted Currency”
means any currency other than a LIBOR Quoted Currency.


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form
of Exhibit D.


 


“Obligations”
means (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, Swap Contract or treasury obligation with any Lender or an
Affiliate of any Lender and (ii) all Foreign Subsidiary Secured Obligations, in each case whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims
in such proceeding.


 


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


 


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


 




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“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 or Loan Document).


 


“Other Taxes”
means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any other Loan Document.


 


“Outstanding
Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the Dollar Equivalent amount of the
aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed
Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date,
the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any
L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as
the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated
in an Alternative Currency, the greater of (i) an overnight rate determined by the Administrative Agent or the L/C Issuer, as the
case may be, in accordance with banking industry rules on interbank compensation and (ii) the rate of interest per annum at which
overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which
such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore
interbank market for such currency to major banks in such interbank market.


 


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


 


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


 


“Participating
Member State” means each state so described in any EMU Legislation.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 




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“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of
ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan but not including a Multiemployer Plan) that is maintained
or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum
funding standards under Section 412 of the Code.


 


“Permitted
Acquisition” means (a) the Anticipated Acquisition and (b) an Investment (under subsection (a) or (c) of the definition
of Investment) that satisfies each of the following conditions: (i) prior to and after giving effect to consummating such Investment
the Loan Parties shall be (A) in strict compliance with all financial covenants and reporting requirements set forth in the Loan
Documents and (B) in material compliance with all other covenants set forth in the Loan Documents, and if such Investment is in
an amount in excess of $25,000,000, Borrower shall deliver to Administrative Agent a Compliance Certificate confirming pro forma
compliance with all such covenants, (ii) the Investment must be approved by the board of directors of the Borrower and the board
of directors, or comparable governing body, of the Person subject to the investment, and (iii) after giving effect to the Investment
(A) the Consolidated Leverage Ratio shall be less than 2.50:1.0 and (B) Borrower shall have Liquidity in an amount greater than
or equal to $10,000,000. For the purposes of the definition of Permitted Acquisition the term “Liquidity” shall mean
an amount equal to the sum of (x) all cash, Cash Equivalents and marketable securities held by Borrower and (y) the amount by which
Aggregate Commitments exceed the sum of the Outstanding Amounts of Committed Loans and L/C Obligations (subject to adjustment as
provided in Section 2.18).


 


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


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute
on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


“Public Lender”
has the meaning specified in Section 6.02.


 


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


 


“Rate Determination
Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally
treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided
that to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination
Date” means such other day as otherwise reasonably determined by the Administrative Agent).


 




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


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the applicable notice
period has been waived.


 


“Request for
Credit Extension” means (a) with respect to a Committed Borrowing, conversion or continuation of Committed Loans, a Committed
Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application and (c) with respect to a Swing Line Loan,
a Swing Line Loan Notice.


 


“Required
Lenders” means, as of any date of determination, Lenders having more than 60% of the Aggregate Commitments (but in no
event fewer than two (2) Lenders) or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make
L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 60% of the
Total Outstandings (but in no event fewer than two (2) Lenders) (with the aggregate amount of each Lender’s risk participation
and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of
this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, treasurer,
assistant treasurer or controller of a Loan Party and solely for purposes of the delivery of incumbency certificates pursuant
to Section 4.01, the secretary or any assistant secretary of a Loan Party. Any document delivered hereunder that is signed
by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on
behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest of 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 capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s
stockholders, partners or members (or the equivalent Person thereof).


 


“Revaluation
Date” means (a) with respect to any Committed Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency
Rate Committed Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Committed Loan
denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative
Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following:
(i) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date
of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iii) such additional dates
as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.


 




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“Same Day
Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect
to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent
or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international
banking transactions in the relevant Alternative Currency.


 


“Sanction(s)”
means any international economic sanction administered or enforced by the United States Government (including, without limitation,
OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


 


“Sanctioned
Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx,
or as otherwise published from time to time.


 


“Sanctioned
Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained
by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published
from time to time, or (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned
Country, or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.


 


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


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, Foreign Obligation Providers, each co-agent or sub-agent
appointed by the Administrative Agent from time to time pursuant to this Agreement, and the other Persons the Obligations owing
to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.


 


“Security
Agreements” means those security agreements executed by Borrower and the Guarantors granting a security interest to Administrative
Agent in the Collateral covered thereby and such other security agreements (including intellectual property collateral assignments)
as may be required by Administrative Agent and Required Lenders in connection with this Agreement.


 


“Special Notice Currency”
means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.


 




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“Spot Rate”
for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by
the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through
its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as
of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain
such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting
in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further
that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case
of any Letter of Credit denominated in an Alternative Currency.


 


“Sterling”
and “£” means the lawful currency of the United Kingdom.


 


“Stock Pledge
Agreement” means, collectively, that certain stock pledge executed by Borrower granting a security interest to Administrative
Agent in 65% of the Equity Interests of the Borrower’s Foreign Subsidiaries.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


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


 


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


 




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“Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.05.


 


“Swing Line
Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


“Swing Line
Loan” has the meaning specified in Section 2.05(a).


 


“Swing Line
Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.05(b), which, if in writing, shall
be substantially in the form of Exhibit C.


 


“Swing Line
Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Commitments.


 


“Synthetic Lease” means
(a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under Synthetic Lease creating obligations that do not appear
on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


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


 


“Threshold
Amount” means $5,000,000.


 


“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C Obligations.


 


“Type”
means, with respect to a Committed Loan, its character as a Base Rate Committed Loan or a Eurocurrency Rate Committed Loan.


 




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“UCC”
means the Uniform Commercial Code as in effect in the State of Connecticut; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of Connecticut, “UCC” means the Uniform Commercial Code as in effect from time
to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection
or priority.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


“United States”
and “U.S.” mean the United States of America.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.04(c)(i).


 


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


 


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


 


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


 


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


 




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1.03      Accounting
Terms.


 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding
the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained
herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount
thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.


 


(b)          Changes
in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio
or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative
Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement
made before and after giving effect to such change in GAAP.


 


(c)          Consolidation
of Variable Interest Entities. All references herein to Consolidated financial statements of the Borrower and its Subsidiaries
or to the determination of any amount for the Borrower and its Subsidiaries on a Consolidated basis or any similar reference shall,
in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB
ASC 810 as if such variable interest entity were a Subsidiary as defined herein.


 


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


 


1.05      Exchange
Rates; Currency Equivalents.


 


(a)          The
Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between
the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of
any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by
the Administrative Agent or the L/C Issuer, as applicable.


 




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(b)          Wherever
in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Committed
Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is
expressed in Dollars, but such Committed Borrowing, Eurocurrency Rate Committed Loan or Letter of Credit is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit
of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer,
as the case may be.


 


1.06      Additional
Alternative Currencies. 


 


(a)          Borrower
may from time to time request that Eurocurrency Rate Committed Loans be made and/or Letters of Credit be issued in a currency other
than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency
is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the
case of any such request with respect to the making of Eurocurrency Rate Committed Loans, such request shall be subject to the
approval of the Administrative Agent and the Lenders; and in the case of any such request with respect to the issuance of Letters
of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.


 


(b)          Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., ten (10) Business Days prior to the date of the
desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such
request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining
to Eurocurrency Rate Committed Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any
such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Lender
(in the case of any such request pertaining to Eurocurrency Rate Committed Loans) or the L/C Issuer (in the case of a request pertaining
to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such
request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Committed Loans or the issuance of Letters
of Credit, as the case may be, in such requested currency.


 


(c)          Any
failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Committed
Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders
consent to making Eurocurrency Rate Committed Loans in such requested currency, the Administrative Agent shall so notify Borrower
and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed
Borrowings of Eurocurrency Rate Committed Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of
Letters of Credit in such requested currency, the Administrative Agent shall so notify Borrower and such currency shall thereupon
be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative
Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative
Agent shall promptly so notify Borrower.


 




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1.07      Change
of Currency.


 


(a)          Each
obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union
that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption
(in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest
expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank
market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or
practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any
Committed Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall
take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.


 


(b)          Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.


 


(c)          Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions
or practices relating to the change in currency.


 


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


 


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


 




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ARTICLE
II.  the COMMITMENTS and Credit Extensions


 


2.01      Committed
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a
“Committed Loan”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time, on
any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such
Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total
Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender,
plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (iii)
the aggregate Outstanding Amount of all Committed Loans denominated in Alternative Currencies shall not exceed the Alternative
Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01.
Committed Loans may be Base Rate Committed Loans or Eurocurrency Rate Committed Loans, as further provided herein.


 


2.02      Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)          Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate
Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans denominated in Dollars or of any conversion
of Eurocurrency Rate Committed Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days (or five
Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation
of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of
Base Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly
by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans shall
be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.04(c)
and 2.05(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $250,000 or
a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether
the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation
of Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the
Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration
of the Interest Period with respect thereto and (v) the currency of the Committed Loan to be borrowed. If the Borrower fails to
specify a currency in a Committed Loan Notice requesting Borrowing, then the Committed Loans so requested shall be made as Dollars,
or converted to, Base Rate Committed Loans. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice
or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall
be made as, or converted to, Base Rate Committed Loans; provided, however, that in the case of a failure to timely
request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency
Rate Committed Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate
Committed Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency
Rate Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Committed Loans
in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period
of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but
instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.


 




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(b)          Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of
its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided
by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Committed
Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in the preceding
subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative
Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m., in the case of any Committed Loan
denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed
Loan in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section
4.01), the Administrative Agent shall make funds in an amount equal to the Committed Loan available to the Borrower either
by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer
of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing
denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first,
shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower
as provided above.


 


(c)          Except
as otherwise provided herein, a Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest
Period for such Eurocurrency Rate Committed Loan. During the existence of a Default, no Loans may be requested as, converted to
or continued as Eurocurrency Rate Committed Loans (whether in Dollars or any Alternative Currency) without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Committed Loans denominated
in an Alternative Currency be converted immediately to Base Rate Committed Loans, prepaid, or redenominated into Dollars in the
amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.


 


(d)          The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurocurrency Rate Committed Loans upon determination of such interest rate. At any time that Base Rate Committed Loans are
outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime
rate used in determining the Base Rate promptly following the public announcement of such change.


 




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(e)          After
giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations
of Committed Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Committed
Loans.


 


2.03       [Intentionally
Omitted]


 


2.04       Letters
of Credit.


 


(a)          The
Letter of Credit Commitment.


 


(i)  Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth
in this Section 2.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter
of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account
of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection
(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters
of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving
effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate
Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations
shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit
shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions
set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof,
the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.


 


(ii) The
L/C Issuer shall not issue any Letter of Credit, if:


 


(A)         subject
to Section 2.04(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of
issuance or last extension, unless the Required Lenders have approved such expiry date; or


 


(B)         the
expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have
approved such expiry date.


 




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(iii) The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(A)         any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that
the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose
upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer
is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed
loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;


 


(B)         the
issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;


 


(C)         except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than
$250,000 in the case of a standby Letter of Credit;


 


(D)         except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other
than Dollars or an Alternative Currency;


 


(E)         the
L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
or


 


(F)         any
Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash
Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender
arising from either such Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as
to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


(iv) The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


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


 




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


 


(b)          Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


 


(i)  Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier,
by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to
the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than
11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in
a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In
the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business
Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E)
the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit;
and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit
to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment;
and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative
Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including
any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.


 




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(ii) Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from
any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment
of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied,
then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case
in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter
of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a
risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times
the amount of such Letter of Credit.


 


(iii) 
If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree
to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least
once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period
to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall
not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has
been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however,
that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or
would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof
(by reason of the provisions of clause (ii) or (iii) of Section 2.04(a) or otherwise), or (B) it has received notice (which
may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1)
from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied,
and in each such case directing the L/C Issuer not to permit such extension.


 


(iv) 
If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to
issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing
thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the
Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement
Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized
(but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions
of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to
decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement
within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall
not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is
seven (7) Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have
elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension
for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.


 




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


 


(c)          Drawings
and Reimbursements; Funding of Participations.


 


(i)  Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency,
the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement
in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that Borrower will
reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated
in an Alternative Currency, the L/C Issuer shall notify Borrower of the Dollar Equivalent of the amount of the drawing promptly
following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit
to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be
reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower shall reimburse the L/C
Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. In the
event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence
in this Section and (B) the Dollar amount paid by the Borrower, whether on or after the Honor Date, shall not be adequate on the
date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal
to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the L/C Issuer for the loss resulting
from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Borrower fails to
so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount
of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit
denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable
Percentage thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Committed
Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples
specified in Section 2.02 for the principal amount of Base Rate Committed Loans, but subject to the amount of the unutilized
portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed
Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i) may be
given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.


 




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(ii) Each
Lender shall upon any notice pursuant to Section 2.04(c)(i) make funds available (and the Administrative Agent may apply
Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office
for Dollar denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00
p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section
2.04(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower
in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.


 


(iii) With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Committed Loans because the
conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred
from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall
be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s
payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) shall be deemed payment
in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.04.


 


(iv) Until
each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.04(c) to reimburse the L/C Issuer for any
amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall
be solely for the account of the L/C Issuer.


 


(v)  Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.04(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the
Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation
to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other
than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the
obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of
Credit, together with interest as provided herein.


 




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(vi) If
any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid
by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(ii),
then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in
connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant
L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.


 


(d)          Repayment
of Participations.


 


(i)  At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s
L/C Advance in respect of such payment in accordance with Section 2.04(c), if the Administrative Agent receives for the
account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from
the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage thereof in Dollars and in the same funds as those received by the
Administrative Agent.


 


(ii)  If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(i) is required
to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into
by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations
of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)          Obligations
Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and
to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the following:


 


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


 




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(ii)  the
existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


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


 


(iv) any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting
to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law;


 


(v) any
adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to Borrower or any Subsidiary
or in the relevant currency markets generally;


 


(vi) any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary;


 


(vii) waiver
by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or
any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;


 


(viii) honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
or


 


(ix) any
payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date
of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized
by the UCC, the ISP or the UCP, as applicable.


 


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


 




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(f)          Role
of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer
shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken
or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document delivered by any party
other than the L/C Issuer, the Administrative Agent or any of their Related Parties. The Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may
have against the beneficiary or transferee at law or under any other agreement and this assumption shall not release the L/C Issuer
from liability to the Borrower for the L/C Issuer’s gross negligence or willful misconduct in honoring or failing to pay
under any Letter of Credit in accordance with the terms of the following sentence. None of the L/C Issuer, the Administrative Agent,
any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible
for any of the matters described in clauses (i) through (v) of Section 2.04(e); provided, however, that anything
in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence
or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of
a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance
and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society
for Worldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any other commercially reasonable
means of communicating with a beneficiary.


 


(g)          Applicability
of ISP Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of
Credit is issued the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer
shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be
impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required
or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the
L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions,
practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International
Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter
of Credit chooses such law or practice.


 




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(h)          Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable
Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal
to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit;
provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any
Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to
this Section 2.04 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance
with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section
2.18(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing
the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change
in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in
effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.


 


(i)          Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer
for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed
on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.
Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December
in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with
the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter
of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer
for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard
costs and charges are due and payable on demand and are nonrefundable.


 


(j)          Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 




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


 


2.05      Swing
Line Loans.


 


(a)          The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of
the other Lenders set forth in this Section 2.05, may in its sole discretion make loans in Dollars (each such loan, a “Swing
Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount
not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting
as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving
effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of
all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of
any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under
this Section 2.05. Each Swing Line Loan shall be a Base Rate Committed Loan. Immediately upon the making of a Swing Line
Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender
a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times
the amount of such Swing Line Loan.


 


(b)          Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and
the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be
a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be
confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic
Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in
writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed
Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth
in the first proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified
in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later
than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available
to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in Same Day Funds.


 




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(c)          Refinancing
of Swing Line Loans.


 


(i)   The
Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such
Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing
(which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Committed
Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02.
The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering
such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified
in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash
Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative
Agent’s Office for Dollar denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice,
whereupon, subject to Section 2.05(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base
Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line
Lender.


 


(ii)  If
for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.05(c)(i),
the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request
by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s
payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed
payment in respect of such participation.


 


(iii)  If
any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to
be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section
2.05(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time
in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with
the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan,
as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be conclusive absent manifest error.


 




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(iv)  Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any
other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed
Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02. No such funding of
risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest
as provided herein.


 


(d)          Repayment
of Participations.


 


(i)  At
any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives
any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage
thereof in the same funds as those received by the Swing Line Lender.


 


(ii)  If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned,
at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of
the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.


 


(e)          Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the
Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.05
to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage
shall be solely for the account of the Swing Line Lender.


 


(f)          Payments
Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender.


 




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2.06      Prepayments.


 


(a)          The
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole
or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later
than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans, (B) four Business
Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of
Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed
Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of $50,000
or a whole multiple of $25,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in
Alternative Currencies shall be in a minimum principal amount of $50,000 or a whole multiple of $25,000 in excess thereof; and
(iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $50,000 or a whole multiple of $25,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date
and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed Loans are to
be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein. Any prepayment of a Eurocurrency Rate Committed Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18,
each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.


 


(b)          [Intentionally
Omitted]


 


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


 


(d)          If
the Administrative Agent notifies the Borrower at any time that the Total Outstandings at any time exceed the Aggregate Commitments
then in effect, the Borrower shall, within five (5) Business Days of the Borrower’s receipt of such notice, prepay Loans
and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that
the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d) unless after
the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then
in effect.


 


(e)          If
the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C Obligations denominated
in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect, then, within five (5) Business
Days of Borrower’s receipt of such notice, the Borrower shall prepay such Loans and/or Cash Collateralize such L/C Obligations
in an aggregate amount sufficient to (i) reduce such Outstanding Amount as of such date of payment/Cash Collateralization to an
amount not to exceed the Alternative Currency Sublimit then in effect or (ii) Cash Collateralize such excess.


 




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2.07      Termination
or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments,
or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative
Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction
shall be in an aggregate amount of $5,000,000 or any whole multiple of $500,000 in excess thereof, (iii) the Borrower shall not
terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the
Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments,
the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate
Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate
Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.


 


2.08      Repayment
of Loans.


 


(a)          The
Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such
date.


 


(b)          The
Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and
(ii) the Maturity Date.


 


2.09      Interest.


 


(a)          Subject
to the provisions of subsection (b) below, (i) each Eurocurrency Rate Committed Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus
the Applicable Rate plus (in the case of a Eurocurrency Rate Committed Loan of any Lender which is lent from a Lending Office
in the United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base Rate Committed Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.


 


(b)          (i)          If
any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


 




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(ii) If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable Laws.


 


(iii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clause (b)(i) and (ii)
above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(iv) Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)          Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


2.10      Fees.
In addition to certain fees described in subsections (h) and (i) of Section 2.04:


 


(a)          Lenders’
Upfront Fee. On the Closing Date, Borrower shall pay to Administrative Agent, for the account of each Lender in accordance
with their respective Applicable Percentages, an upfront fee in an aggregate amount of fifteen one hundredths of one percent (0.15%)
of the Aggregate Commitment as of the Closing Date. Such upfront fees are for the credit facilities committed by Lenders under
this Agreement and are fully earned on the date paid. The upfront fee paid to each Lender is solely for its own account and is
nonrefundable for any reason whatsoever.


 


(b)          Unused
Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with
its Applicable Percentage, an unused commitment fee equal to the Applicable Rate times the actual daily amount by which
the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C
Obligations, subject to adjustment as provided in Section 2.18. The unused commitment fee shall accrue at all times during
the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and
shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The unused commitment
fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual
daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable
Rate was in effect.


 




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2.11       Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate. 


 


(a)          All
computations of fees and interest for Base Rate Committed Loans (including Base Rate Committed Loans determined by reference to
the Eurocurrency Rate) shall be made on the basis of a year of 360 days, and actual days elapsed (which results in more fees or
interest, as applicable, being paid than if computed on the basis of a 365-day year) , or, in the case of interest in respect of
Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with
such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan,
or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


(b)          If,
as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the
Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date
was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such
period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the
applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence
of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess
of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid
for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case
may be, under Section 2.04(c)(iii), 2.04(h) or 2.09(b) or under Article VIII. The Borrower’s
obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations
hereunder.


 


(c)          If,
as a result of any restatement of, or other adjustment to, the financial statements of the Borrower or, for any other reason, the
Borrower or the Required Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable
date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in lower pricing for such
period, the Administrative Agent shall use commercially reasonable efforts to request that the Lenders (or such Persons that were
Lenders at the time such overpayment was made) pay to the Administrative Agent for the account of the Borrower an amount equal
to the excess of the amount of interest and fees that was actually paid for such period over the amount of interest and fees that
should have been paid for such period and the Administrative Agent shall refund to the Borrower the amount of such overpayment
which is so returned to the Administrative Agent. The Administrative Agent’s obligations under this paragraph shall survive
the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.


  




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2.12       Evidence
of Debt.


 


(a)          The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each
Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and
the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request
of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules
to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect
thereto.


 


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


 


2.13       Payments
Generally; Administrative Agent’s Clawback.


 


(a)          (i)
General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans
denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the
account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same
Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by
the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to
the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative
Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative
Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that
any payments due under this Agreement be made in the United States. If, for any reason, Borrower is prohibited by any Law from
making any required payment hereunder in an Alternative Currency, Borrower shall make such payment in Dollars in the Dollar Equivalent
of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage
(or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s
Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars,
or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency,
shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to
accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 




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(ii)         On
each date when the payment of any principal, interest or fees are due hereunder or under any Loan Document, the Borrower shall
agree to maintain on deposit in an ordinary checking account maintained by the Borrower with Administrative Agent (as such account
shall be designated by the Borrower in a written notice to Administrative Agent from time to time, the “Borrower Account”)
an amount sufficient to pay such principal, interest or fees in full on such date. Borrower hereby authorizes the Administrative
Agent (A) to deduct automatically all principal, interest or fees when due hereunder or under any Note from its Borrower Account,
and (B) if and to the extent any payment of principal, interest or fees under this Agreement or any Loan Document is not made when
due to deduct any such amount from any or all of the accounts of Borrower maintained at the Administrative Agent other than any
accounts maintained for payroll for employees of the Borrower or any of its Subsidiaries. The Administrative Agent agrees to provide
written notice to the Borrower of any automatic deduction made pursuant to this Section showing in reasonable detail the amounts
of such deduction. Lenders agree to reimburse the Borrower based on their Applicable Percentage for any amounts deducted from such
accounts in excess of amount due hereunder and under any other Loan Documents.


 


(b)          (i)
Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Committed Loans (or, in the case of any Committed
Borrowing of Base Rate Committed Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not
make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a
Committed Borrowing of Base Rate Committed Loans, that such Lender has made such share available in accordance with and at the
time required by Section 2.02) 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 Committed Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in Same Day Funds 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 (A) in the case of a payment to be made by
such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative
Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable
to Base Rate Committed Loans or in the case of Alternative Currencies in accordance with such market practice, in case, as applicable.
If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If
such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice
to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 




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(ii)         Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case
may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer,
as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender or the L/C Issuer, in Same Day Funds 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 Overnight Rate.


 


A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest
error.


 


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


 


(d)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of
Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of
any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make
its payment under Section 10.04(c).


 


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


 




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


 


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


 


(ii) the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.17, or
(z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed
Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the
Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply).


 


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


 


2.15      [Intentionally
Omitted] 


 


2.16      Increase
in Commitments. 


 


(a)          Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may on a one-time basis, request an increase in the Aggregate Commitments (which increase may take the form of new
revolving or term loan tranches) by an amount not exceeding $50,000,000; provided that any such request for an increase
shall be in a minimum amount of $5,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative
Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten
(10) Business Days from the date of delivery of such notice to the Lenders).


 




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(b)          Lender
Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such
requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.


 


(c)          Notification
by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’
responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the
Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrower
may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory
to the Administrative Agent and its counsel.


 


(d)          Effective
Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent
and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase
and the Increase Effective Date.


 


(e)          Conditions
to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative
Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by
a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting
to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the
Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations
and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii) to the extent
that the increase of the Aggregate Commitments shall take the form of a term loan tranche, this Agreement shall be amended, in
form and substance satisfactory to the Administrative Agent, to include such terms as are customary for a term loan commitment.



 


(f)          Conflicting
Provisions. This Section shall supersede any provisions in Section 2.14 or 10.01 to the contrary.


 



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2.17      Cash
Collateral.


 


(a)          Certain
Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing which cannot be repaid
by the extension of a Base Rate Committed Loan as provided in Section 2.04(c) hereof, then the Borrower shall immediately repay
such L/C Borrowing and (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding,
the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations for so long as such L/C Obligations
shall remain outstanding. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative
Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount
sufficient to cover all Fronting Exposure (after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by
the Defaulting Lender). Additionally, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount
of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then within two (2) Business
Days after receipt of such notice, the Borrower shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations
in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.


 


(b)          Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained
in blocked, interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such
Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent,
the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in
all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and
in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to
Section 2.17(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim
of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less
than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will,
promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount
sufficient to eliminate such deficiency.


 


(c)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section
2.17 or Sections 2.04, 2.05, 2.06, 2.18 or 8.02 in respect of Letters of Credit or Swing
Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund
participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation)
and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be
provided for herein.


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance
with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash
Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released
during the continuance of a Default or Event of Default (and following application as provided in this Section 2.17 may
be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or
Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations.


 




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2.18       Defaulting
Lenders.


 


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


 


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


 


(ii) Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including
any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied
at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts
owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any
amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the
Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations
of that Defaulting Lender of any participation in any Letter of Credit or Swing Line Loan; fourth, as the Borrower may request
(so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined
by the Administrative Agent and the Borrower, to be held in an interest bearing deposit account and released in order to satisfy
obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to
the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach
of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth,
to that 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded
its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender.
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected
by that Defaulting Lender, and each Lender irrevocably consents hereto.


 




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(iii)        Certain
Fees. That Defaulting Lender (x) shall not be entitled to receive any unused commitment fee pursuant to Section 2.10(b)
for any period during which that Lender is a Defaulting Lender and (y) shall be limited in its right to receive Letter of Credit
Fees as provided in Section 2.04(h).


 


(iv)        Reallocation
of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes
of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters
of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05, the “Applicable Percentage” of each
non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that,
(i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default
or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations
in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting
Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their
sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so
notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase
that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to
be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be
held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.18(a)(iv)),
whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.


 


2.19      [Intentionally
Omitted]


 




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ARTICLE
III.         TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01       Taxes.


 


(a)          Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation
of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear
of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative
Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower
or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to
subsection (e) below.


 


(ii) If
the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United
States Federal backup withholding and withholding taxes, from any payment, then (A) the Borrower or the Administrative Agent shall,
in each case as required by the Code, withhold or make such deductions as are determined by it to be required based upon the information
and documentation it has received pursuant to subsection (e) below, (B) the Borrower or the Administrative Agent shall, in each
case to the extent required by the Code, timely pay the full amount withheld or deducted to the relevant Governmental Authority
in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or
Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making
of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent,
Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or
deduction been made.


 


(iii) If Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any
Taxes from any payment, then (A) Borrower or the Administrative Agent shall, in each case as required by such Laws, withhold or
make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant
to subsection (e) below, (B) Borrower or the Administrative Agent shall, in each case to the extent required by such Laws, timely
pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with such Laws, and (C)
to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the
Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including
deductions applicable to additional sums payable under this Section), the Administrative Agent receives an amount equal to the
sum it would have received had no such withholding or deduction been made.


 


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


 




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(c)          Tax
Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby,
indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed
or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative
Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative
Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C
Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate
as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent
manifest error.


 


(ii) Without
limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Borrower
and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all
Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements
of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative
Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver,
or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the
L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and the L/C
Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or
the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative
Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative
Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments
and the repayment, satisfaction or discharge of all other Obligations.


 


(d)          Evidence
of Payments.  Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes
by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower
shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original
or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by
Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent,
as the case may be.


 




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(e)          Status
of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or
times prescribed by applicable Laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably
requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or
not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding
or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect
of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s
status for withholding tax purposes in the applicable jurisdiction.


 


(ii) Without
limiting the generality of the foregoing,


 


(A)         any
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the
Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information
prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information
reporting requirements; and


 


(B)         each
Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with
respect to payments hereunder or under any other Loan Document shall 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 request of the Borrower or the Administrative Agent, but only if
such Foreign Lender is legally entitled to do so), whichever of the following is applicable:


 


(I)         executed
originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United
States is a party,


 


(II)        executed
originals of Internal Revenue Service Form W-8ECI,


 


(III)       executed
originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,


 


(IV)        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 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code,
or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals
of Internal Revenue Service Form W-8BEN, or


 




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(V)         executed
originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States
Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower
or the Administrative Agent to determine the withholding or deduction required to be made.


 


(iii) Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify
or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it,
in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office)
to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding
or deduction for taxes from amounts payable to such Lender.


 


(iv) The Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall
reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any
relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by Borrower, as are required to be
furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent
or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.


 


(f)          Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any
refund of Taxes withheld or deducted from funds paid to the account of such Lender or the L/C Issuer, as the case may be. If the
Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion (absent manifest error), that it has received
a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower
has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses and net of any loss or gain realized in the conversion
of such funds from or to another currency incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case may
be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided
that the Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid
over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay
such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender
or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential)
to the Borrower or any other Person.


 




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3.02         Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the
Eurocurrency Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon
the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase
or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof
by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency
Rate Committed Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Committed Loans in Dollars, to
convert Base Rate Committed Loans to Eurocurrency Rate Committed Loans shall be suspended, and (ii) if such notice asserts the
illegality of such Lender making or maintaining Base Rate Committed Loans the interest rate on which is determined by reference
to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Committed Loans of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component
of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency
Rate Committed Loans of such Lender to Base Rate Committed Loans (the interest rate on which Base Rate Committed Loans of such
Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency
Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such Eurocurrency Rate Committed Loans to such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurocurrency Rate Committed Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest
rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate
applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative is advised in writing
by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate.
Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 
Each Lender at its option may make any Credit Extension to the Borrower by causing any domestic or foreign branch or Affiliate
of such Lender to make such Credit Extension; provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Credit Extension in accordance with the terms of this Agreement.


 




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3.03      Inability
to Determine Rates. If in connection with any request for a Eurocurrency Rate Committed Loan or a conversion to or continuation
thereof (a) the Administrative Agent determines that deposits (whether in Dollars or an Alternative Currency) are not being offered
to banks in the applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period
of such Eurocurrency Rate Committed Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate
for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or
an Alternative Currency), or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency
Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the
Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make
or maintain Eurocurrency Rate Committed Loans in the affected currency or currencies shall be suspended, and (y) in the event of
a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization
of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent
(upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans in the affected currency or currencies
or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Committed
Loans in the amount specified therein.


 


3.04      Increased
Costs; Reserves on Eurocurrency Rate Committed Loans.


 


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


 


(i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except (A) any reserve requirement
contemplated by Section 3.04(e) and (B) the requirements of the Bank of England and the Financial Services Authority or
the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;


 


(ii) subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation
in a Letter of Credit or any Eurocurrency Rate Committed Loan made by it, or change the basis of taxation of payments to such Lender
or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition
of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer);


 


(iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the
requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making,
funding or maintaining Eurocurrency Rate Committed Loans; or


 


(iv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement
or Eurocurrency Rate Committed Loans made by such Lender or any Letter of Credit or participation therein;


 




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


 


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


 


(c)          Mandatory
Costs. If any Lender or the L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such Mandatory Costs. Such amount shall be expressed as
a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.


 


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


 


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


 




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(f)          Reserves
on Eurocurrency Rate Committed Loans. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known
as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Committed
Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive) and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement
or analogous requirement of any other central banking or financial regulatory authority imposed
in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Committed Loans, such additional costs
(expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual
costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall
be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided
the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional
interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such
additional interest or costs shall be due and payable 10 days from receipt of such notice.


 


3.05      Compensation
for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)          any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Committed Loan on a day other than the last
day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)          any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Committed Loan on the date or in the amount notified by the Borrower; or


 


(c)          any
failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated
in an Alternative Currency on its scheduled due date or any payment thereof in a different currency;


 


including any loss of
anticipated profits and any loss, any foreign exchange losses or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from
the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.


 




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For purposes of calculating
amounts payable by the Borrower or the applicable Designated Borrower to the Lenders under this Section 3.05, each Lender
shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by
a matching deposit or other borrowing in the offshore interbank eurodollar market for a comparable amount and for such currency
for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.


 


3.06       Mitigation
Obligations; Replacement of Lenders.


 


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


 


(b)          Replacement
of Lenders. If (i) any Lender determines that it is unlawful for such Lender (but not other Lenders generally) to make, maintain
or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate in each case as set
forth in Section 3.02(ii), (ii) if any Lender requests compensation under Section 3.04, or (iii) if the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.


 


3.07       Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment
of all other Obligations hereunder, and resignation of the Administrative Agent.


 


ARTICLE
IV.          CONDITIONS PRECEDENT TO Credit Extensions


 


4.01       Conditions
of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder
is subject to satisfaction of the following conditions precedent:


 


(a)          The
Administrative Agent’s receipt of the following, each of which shall be originals or electronically transmitted (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each
dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each
in form and substance satisfactory to the Administrative Agent and each of the Lenders:


 


(i)          executed
counterparts of this Agreement, all Collateral Documents and each Guaranty, sufficient in number for distribution to the Administrative
Agent, each Lender and the Borrower;


 




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(ii) a
Note executed by the Borrower in favor of each Lender requesting a Note;


 


(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of
each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party;


 


(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and that each Loan Party is validly existing, in good standing (where such concept is applicable) and qualified to engage
in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect,
which documents shall include:


 


(1) articles
of incorporation or other charter documents as applicable certified to be true and correct and in force and effect by a Responsible
Officer (“Officer Certification”),


 


(2) copies
of resolutions of the board of directors or comparable managing body approving and adopting the Loan Documents, the transactions
and authorizing execution and delivery thereof (with Officer Certification),


 


(3) a copy
of the bylaws or comparable operating agreement of each Loan Party (with Officer Certification),


 


(4) certificates
of good standing, existence or its equivalent certified as of a recent date by the appropriate Governmental Authorities of the
state of incorporation or organization and each other state in which the failure to so qualify and be in good standing would reasonably
be expected to have an Material Adverse Effect, and


 


(5) an incumbency
certificate (with Officer Certification);


 


(v) a
favorable opinion of counsel to the Loan Parties addressed to the Administrative Agent and each Lender and which may be relied
upon by their respective successors and assigns, in form and substance satisfactory to the Administrative Agent;


 


(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required
in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan
Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that
no such consents, licenses or approvals are so required;


 




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(vii) a
certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a)
and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial
Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;


 


(viii) a
certificate signed by a Responsible Officer of Borrower and the Guarantors dated as of the Closing Date as to the solvency of the
Borrower and the Guarantors following the consummation of the transactions contemplated herein and in form and substance satisfactory
to Administrative Agent;


 


(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;


 


(x) in
connection with the delivery of the Security Agreements and Stock Pledge:


 


(1) certificates
representing the Equity Interests referred to therein accompanied by undated stock powers executed in blank or registered in the
name of such nominee or nominees as the Administrative Agent shall specify, as applicable,


 


(2) proper
financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative
Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreements, covering the Collateral
described in the Security Agreements,


 


(3) completed
requests for information, dated on or before the date of the initial Credit Extension, listing the financing statements referred
to in clause (2) above and all other effective financing statements filed in the jurisdictions referred to in clause (2) above
that name any Loan Party as debtor, together with copies of such other financing statements, and


 


(4) evidence
of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative
Agent may deem necessary or desirable in order to perfect the Liens created thereby;


 


(xi)         
such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer the Swing Line
Lender or the Required Lenders reasonably may require.


 


(b)          Responsible
Officers. Set forth on Schedule 4.1(b) are Responsible Officers that are permitted to sign Loan Documents on behalf
of the Loan Parties, holding the offices indicated next to their respective names, as of the Closing Date. Such Authorized Officers
are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the
respective Loan Party, the Credit Agreement, the Notes and the other Loan Documents.


 


(c)          Any
fees required to be paid on or before the Closing Date shall have been paid.


 




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(d)          Unless
waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the
Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on
the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate
of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that
such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).


 


Without limiting the
generality of the provisions of the last paragraph of Section 9.03(d), for purposes of determining compliance with the conditions
specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto. 


 


4.02      Conditions
to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan
Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans)
is subject to the following conditions precedent:


 


(a)          The
representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document,
or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct
in all material respects on and as of the date of such Credit Extension (except that to the extent that any representation and
warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as written
as of such date), except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date (except that to the extent that any representation and warranty is
already qualified by materiality, in which case, such representation and warranty shall be true and correct as written as of such
date), and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a)
and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01.


 


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


 


(c)          The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension
in accordance with the requirements hereof.


 


(d)          In
the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national
or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable
opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency)
or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable
for such Credit Extension to be denominated in the relevant Alternative Currency.


 




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Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation
of Eurocurrency Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE
V.REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants to the Administrative Agent and the Lenders that:


 


5.01      Existence,
Qualification and Power. Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is
licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c),
to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


5.02      Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene
the terms of such Person’s Organizational Documents; (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is Party
or affecting such Person or the properties of such Person or any of its Subsidiaries where such conflict, breach or contravention
would reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.


 


5.03      Governmental
Authorization; Other Consents. Except (a) for the approvals of the Boards of Directors of the Loan Parties which have been
obtained (as is applicable with respect to clauses (w) and (x) below), (b) for the filing of all financing statements in the proper
form and in the proper jurisdictions as is applicable with respect to clause (y) below, and (c) as may be required by the laws
of the jurisdictions of organization of the Foreign Subsidiaries with respect to clauses (x) and (y) below, no approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary
or required in connection with (w) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement
or any other Loan Document, (x) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (y)
the perfection or maintenance of the Liens created under the Collateral Documents (including the priority nature thereof as provided
in Section 5.21 hereof) or (z) the exercise by Lender of its rights under the Loan Documents or the remedies in respect
of the Collateral pursuant to the Collateral Documents.


 




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5.04       Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered
will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto
in accordance with its terms, except as enforcement may be limited by principles of equity, bankruptcy, insolvency, or other laws
affecting a creditor’s rights generally.


 


5.05       Financial
Statements; No Material Adverse Effect.


 


(a)          The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the Consolidated financial condition of the Borrower and its Subsidiaries
as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof which are required to be shown
in accordance with GAAP, including liabilities for taxes, material commitments and Indebtedness.


 


(b)          The
unaudited Consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2013, and the related Consolidated
statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted
therein, (ii) fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as of the date thereof and
their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes
and to normal year-end audit adjustments and (iii) show all material indebtedness and other liabilities, direct or contingent,
of the Borrower and its Subsidiaries as of the date thereof which are required to be shown in accordance with GAAP, including liabilities
for taxes, material commitments and Indebtedness.


 


(c)          Since
the date of the Audited Financial Statements (and, in addition, after delivery of the annual audited financial statements in accordance
with Section 6.01, from the date of the most recently delivered annual audited financial statements), there has been no
event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material
Adverse Effect.


 


5.06       Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the Knowledge of the Borrower, threatened or contemplated,
at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or
against any of their properties or revenues that (a) purport to affect performance under this Agreement or any other Loan Document
and (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse
Effect.


 




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5.07      No
Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation
that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred
and is continuing or would result from the execution of this Agreement or any other Loan Document.


 


5.08      Ownership
of Property; Liens. Each of the Borrower and each Subsidiary has good record and marketable title to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its
Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.


 


5.09      Environmental
Compliance. The Borrower has reasonably concluded that it is not in violation of Environmental Laws and there are no claims
against it alleging violations of Environmental Law which in either case would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


5.10      Insurance.
The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged
in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.


 


5.11      Taxes.
The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed,
and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed
tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party
nor any Subsidiary thereof is party to any tax sharing agreement.


 


5.12      ERISA
Compliance.


 


(a)         Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws.
Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination
letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code
and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section
501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the Knowledge
of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status that could not be reasonably
corrected through the IRS Voluntary Correction Program.


 




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(b)          Other
than as disclosed on Schedule 5.12(b) hereto, there are no pending or, to the Knowledge of the Borrower, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material
Adverse Effect. There has been neither any transaction prohibited by ERISA nor any violation of the fiduciary responsibility rules
with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.


 


(c)          Other
than as disclosed on Schedule 5.12(c) hereto, since June 1, 2005, (i) no ERISA Event has occurred, and to the Knowledge of the
Borrower or any ERISA Affiliate, no fact, event or circumstance exists that would reasonably be expected to constitute or result
in an ERISA Event with respect to any Pension Plan which would reasonably be expected to result in a Material Adverse Effect; (ii)
the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension
Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as
of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2)
of the Code) is 60% or higher and, to the Knowledge of the Borrower or any ERISA Affiliate, no facts or circumstances exist that
would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most
recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC which would reasonably
be expected to result in a Material Adverse Effect other than for the payment of premiums, and there are no premium payments which
have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that would reasonably
be expected to be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan
administrator thereof nor by the PBGC, and to the Knowledge of the Borrower or any ERISA Affiliate, no event or circumstance has
occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate
any Pension Plan.


 


(d)          Neither
the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability
under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.12(d) hereto and (B)
thereafter, Pension Plans not otherwise prohibited by this Agreement.


 


5.13       Subsidiaries;
Equity Interests. No Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13,
and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and
are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those
created under the Collateral Documents or permitted under the Loan Documents. No Loan Party has any equity investments in any corporation
or entity other than those specifically disclosed in Part (a) or Part (b) of Schedule 5.13. Set forth on Part (c) of Schedule
5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction
of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Administrative
Agent is a true and correct copy of each such document, each of which is valid and in full force and effect.


 




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5.14      Margin
Regulations; Investment Company Act.


 


(a)         The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock.  


 


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


 


5.15      Disclosure.
The financial statements of the Borrower filed with the SEC disclose all material liabilities of the Borrower and its Subsidiaries,
including all material contingent liabilities as set forth in the footnotes thereto, all as required by GAAP. No report, financial
statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative
Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered
hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), when
taken as a whole, contains any material misstatement of 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 and
estimates believed to be reasonable at the time. Accordingly, it is understood by the Administrative Agent and each Lender that
such financial information is not viewed as fact or as a representation by the Borrower that such projections will be achieved,
and that actual results during the period or periods covered by the projected financial information may differ from such projected
financial information and some such differences may be material.


 


5.16      Compliance
with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all
Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.


 


5.17      Taxpayer
Identification Number. The Borrower’s U.S. taxpayer identification number is set forth on Schedule 10.02.


 


5.18      Collateral
Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the
benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01)
on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed
prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary
to perfect or protect such Liens.


 




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5.19      Intellectual
Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively,
“IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict
with the rights of any other Person. To the Knowledge of the Borrower, no slogan or other advertising device, product, process,
method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes
upon any rights held by any other Person. Except as specifically disclosed in Schedule 5.19, no claim or litigation regarding
any of the foregoing is pending or, to the Knowledge of the Borrower, threatened, which, either individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.


 


5.20      Solvency.
Each Loan Party is, individually and together with its Subsidiaries on a Consolidated basis, Solvent. “Solvent” and
“Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the
property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b)
the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d)
such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such
Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities,
contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities
at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents
the amount that would reasonably be expected to become an actual or matured liability


 


5.21      Rights
in Collateral; Priority of Liens. Borrower and each other Loan Party own the property granted by it as Collateral under the
Collateral Documents, free and clear of any and all Liens in favor of third parties other than Liens permitted by Section 7.01.
Upon the proper filing of UCC financing statements and the taking of the other actions required by the Required Lenders or the
law, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable (subject to Liens permitted by
this Agreement or the other Loan Documents, Liens arising by operation of law, incurred in the ordinary course of business), first,
prior and perfected Liens on the Collateral in favor of Administrative Agent, for the ratable benefit the Lenders.


 


5.22         Sanctions
Concerns. As of the Closing Date, no Loan Party, nor any Subsidiary, nor, to the Knowledge of the Loan Parties and their Subsidiaries,
any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of
any Sanctions, nor is any Loan Party or any Subsidiary located, organized or resident in a Designated Jurisdiction as of the Closing
Date.


 




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ARTICLE
VI.          AFFIRMATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02, and 6.03) cause each Subsidiary to:


 


6.01      Financial
Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent
and the Required Lenders:


 


(a)         as
soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower (or, if earlier, 15 days
after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of
income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited
and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably
acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards
and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception
as to the scope of such audit;


 


(b)         as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year
of the Borrower (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension
permitted by the SEC)), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter,
the related Consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s
fiscal year then ended, and the related Consolidated statements of changes in shareholders’ equity (if applicable), and cash
flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable,
the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail, certified by the chief executive officer, chief financial officer, or chief accounting officer
of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity (if applicable)
and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments
and the absence of footnotes; and


 


(c)         as
soon as available, but in any event at least 120 days after the end of each fiscal year of the Borrower, budgets prepared by management
of the Borrower, in form satisfactory to the Administrative Agent and the Required Lenders, of Consolidated balance sheets and
statements of income or operations and cash flows of the Borrower and its Subsidiaries on a monthly basis for the immediately following
fiscal year (including the fiscal year in which the Maturity Date occurs).


 




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As to any information
contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish
the information and materials described in clauses (a) and (b) above, which has not otherwise been previously disclosed in the
material furnished pursuant to Section 6.02(d), at the times specified therein.


 


6.02      Certificates;
Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Required Lenders:


 


(a)          [Intentionally
Omitted]


 


(b)          concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b) a duly completed Compliance
Certificate signed by the chief executive officer, chief financial officer or chief accounting officer of the Borrower (which delivery
may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or
email and shall be deemed to be an original authentic counterpart thereof for all purposes);


 


(c)          promptly
after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants
in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;


 


(d)          promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements
which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
and not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(e)          promptly
after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or
any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to
be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; and


 


(f)          promptly,
and in any event within ten (10) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each
notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning
any investigation or possible investigation or other material inquiry by such agency regarding financial or other operational results
of any Loan Party or any Subsidiary thereof, which if adversely determined would reasonably be expected to have a Material Adverse
Effect; and


 


(g)          promptly,
such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.


 




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Documents required
to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website
on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative
Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have
no obligation to request the delivery 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 requesting delivery to it or maintaining its copies of such documents.


 


The Borrower hereby
acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders
(each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with
respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment
and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower
Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which,
at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the L/C Issuer
and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower
or its securities for purposes of United States Federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public
Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
For avoidance of doubt, any Borrower Materials which are not marked “PUBLIC” by the Borrower shall be deemed material,
non-public information.


 


6.03      Notices.
Promptly notify the Administrative Agent:


 


(a)         of
the occurrence of any Default;


 


(b)         of
any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance
of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or
any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws;


 




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(c)          of
the occurrence of any ERISA Event; and


 


(d)          of
any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary, including any determination
by the Borrower referred to in Section 2.11(b).


 


Each notice pursuant
to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details
of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.
Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.


 


6.04      Payment
of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including
(a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are
being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are
being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its
property, except for Liens permitted by this Agreement or the other Loan Documents; and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, unless
the same would constitute Indebtedness permitted by this Agreement or the other Loan Documents and the same are being contested
in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained
by the Borrower or such Subsidiary.


 


6.05      Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (where such
concept is applicable) under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04
or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or
desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks,
the non-preservation of which would reasonably be expected to have a Material Adverse Effect.


 


6.06      Maintenance
of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of
its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals
and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;
and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.


 




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6.07      Maintenance
of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other
Persons and providing for not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation
of such insurance.


 


6.08      Compliance
with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect.


 


6.09      Books
and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity
with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the
Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with
all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary,
as the case may be.


 


6.10      Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender, at their own expense
unless otherwise specifically provided for herein, to visit and inspect any of its properties, to examine its corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as
may be reasonably desired, upon reasonable advance notice to the Borrower but limited to one such visit per year per site (for
the Administrative Agent and all the Lenders collectively) unless an Event of Default shall have occurred and be continuing; provided,
however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours
and without advance notice; provided, however, that any such visit, inspection or examination shall be subject to
the Borrower’s reasonable policies and practices applicable to safeguarding its trade secrets and proprietary products and
practices, except as may be required by the Administrative Agent in connection with the exercise of its remedies under the Loan
Documents during the continuance of an Event of Default and following the acceleration of the Indebtedness.


 


6.11      Use
of Proceeds. Use the proceeds of the Credit Extensions for general corporate purposes, capital expenditures and Permitted Acquisitions,
in each case, not in contravention of any Law or of any Loan Document.


 


6.12      Additional
Guarantors. Notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary directly owned or controlled
by Borrower, and promptly after the request of Administrative Agent (and in any event within 30 days), cause such Person to (a)
become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document
as the Administrative Agent shall deem appropriate for such purpose, (b) deliver to the Administrative Agent documents of the types
referred to in clauses (i), (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall
cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause
(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent and (c) with respect to Domestic Subsidiaries
directly owned or controlled by Borrower as a result of the Anticipated Acquisition, execute a Joinder Agreement in the form attached
hereto as Exhibit I and such other documents reasonably requested by the Administrative Agent.


 




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6.13      Collateral
Records. To execute and deliver promptly, and to cause each other Loan Party to execute and deliver promptly, to Administrative
Agent, from time to time, solely for Administrative Agent’s convenience in maintaining a record of the Collateral, such written
statements and schedules as Administrative Agent may reasonably require designating, identifying or describing the Collateral.
The failure by Borrower or any other Loan Party, however, to promptly give Agent such statements or schedules shall not affect,
diminish, modify or otherwise limit the Liens on the Collateral granted pursuant to the Collateral Documents.


 


6.14      Further
Assurances.


 


(a)         Promptly
upon request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error
that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates,
assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require
from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted
by applicable law, subject any Loan Party’s or any of its Domestic Subsidiaries’ properties, assets, rights or interests
to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (C) perfect and maintain the validity,
effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (D) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or
now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in
connection with any Loan Document to which any Loan Party is or is to be a party.


 


(b)         To,
and to cause each other Loan Party to, (i) defend the Collateral against all claims and demands of all Persons at any time claiming
the same or any interest therein, (ii) comply with the requirements of all state and federal laws in order to grant to the Administrative
Agent and Lenders valid and perfected first priority security interests in the Collateral (subject to Liens permitted under Section
7.01), with perfection, in the case of any investment property, deposit account or letter of credit being effected by giving
the Administrative Agent control of such investment property or deposit account or letter of credit, rather than by the filing
of a UCC financing statement with respect to such investment property, subject to the terms of the Security Agreements, and (iii)
do whatever the Administrative Agent may reasonably request, from time to time, to effect the purposes of this Agreement and the
other Loan Documents, including filing notices of liens, UCC financing statements, fixture filings and amendments, renewals and
continuations thereof; cooperating with the Administrative Agent’s representatives; keeping stock records; obtaining waivers
from landlords and mortgagees and from warehousemen and their landlords and mortgages; and, paying claims which might, if unpaid,
become a Lien on the Collateral. The Administrative Agent is hereby authorized by Borrower to file any UCC financing statements
covering the Collateral whether or not Borrower’s signatures appear thereon. In furtherance of the foregoing, each Loan Party
hereby agrees to use reasonable best efforts to obtain waivers from each of the Loan Party’s landlords and warehousemen identified
on Schedule 6.14(b).


 




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6.15       Operating
Accounts. The Borrower and the Guarantors will, and will cause each of their Domestic Subsidiaries to, maintain its primary
operating and depository bank accounts at Bank of America at all times; provided, however, that any newly formed
or newly acquired Domestic Subsidiary shall have one hundred eighty (180) days after its formation or acquisition to establish
its primary operating and depository accounts at Bank of America. The Borrower, the Guarantors and their Domestic Subsidiaries
may maintain additional accounts with Lenders other than Bank of America; provided, however, that with respect to
any such account, the Administrative Agent and such other Lender shall have entered into a deposit account control agreement acceptable
to the Administrative Agent.


 


ARTICLE
VII.         NEGATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:


 


7.01       Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:


 


(a)          Liens
pursuant to any Loan Document;


 


(b)          Liens
existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i)
the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated
by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal
or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);


 


(c)          Liens
for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)          carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;


 


(e)          pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA;


 




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


 


(g)          Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);


 


(h)          Liens
securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any
property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost
or fair market value, whichever is lower, of the property being acquired on the date of acquisition;


 


(i)          Easements,
rights-of-way, zoning and similar restrictions, encumbrances or title defects (but specifically excluding mortgages and any other
Liens securing Indebtedness) which, in the aggregate, do not materially detract from the value of the properties of, and do not
materially and adversely interfere with the ordinary conduct of the business of the applicable Person;


 


(j)          Liens
in favor of any Foreign Obligation Provider securing the Foreign Subsidiary Secured Obligations permitted pursuant to Section
7.03(g) hereof.


 


(k)          Liens
on assets of any Foreign Subsidiary to secure Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.03(h)
hereof; and


 


7.02       Investments.
Make any Investments, except:


 


(a)          Investments
held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents;


 


(b)          advances
to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $75,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;


 


(c)          Investments
of the Borrower in any (directly or indirectly) wholly-owned Subsidiary and Investments of any (directly or indirectly) wholly-owned
Subsidiary in the Borrower or in another (directly or indirectly) wholly-owned Subsidiary;


 


(d)          Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(e)          Guarantees
permitted by Section 7.03;


 


(f)          any
Permitted Acquisition; and


 


(g)          bank
guarantees or performance guarantees in an aggregate outstanding amount not to exceed, together with all Letters of Credit, the
Letter of Credit Sublimit.


 




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7.03       Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)          Indebtedness
under the Loan Documents;


 


(b)          Indebtedness
outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof;
provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or
extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred,
in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms
relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms
taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and
of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders
than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the
interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable
market interest rate;


 


(c)          Guarantees
of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or such Subsidiary;


 


(d)          obligations
(contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i)
such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating
risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”
and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments
on outstanding transactions to the defaulting party;


 


(e)          Indebtedness
in respect of Capital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the
limitations set forth in Section 7.01(h); provided, however, that the aggregate amount of all such Indebtedness
at any one time outstanding shall not exceed $15,000,000;


 


(f)          Indebtedness
of (directly or indirectly) wholly owned Subsidiaries to Borrower;


 


(g)          Indebtedness
under the Foreign Obligation Loan Documents;


 


(h)          Secured
Indebtedness of Foreign Subsidiaries, not otherwise permitted under Section 7.03(b) and not inclusive of any Indebtedness
otherwise permitted under Section 7.03(e), from sources other than the Lenders and other than pursuant to this Agreement
in an amount not to exceed the Dollar Equivalent of $15,000,000 at any time outstanding; and


 


(i)          unsecured
Indebtedness not otherwise permitted under clauses (a) through (h) above (but not inclusive of any Investments made by the Borrower
pursuant to Section 7.02(c)), in an aggregate principal amount not to exceed the Dollar Equivalent of $15,000,000 at any
time outstanding.


 




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7.04       Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person, except that, so long as no Default exists or would result therefrom:


 


(a)          any
Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii)
any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall
be the continuing or surviving Person; and


 


(b)          any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to
another Subsidiary; provided that if the transferor in such a transaction is a Guarantor then the transferee must either
be the Borrower or a Guarantor.


 


7.05       Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except:


 


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


 


(b)          Dispositions
of inventory in the ordinary course of business;


 


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


 


(d)          Dispositions
of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property
is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;


 


(e)          Dispositions
permitted by Section 7.04;


 


(f)          Licenses
or leases in the ordinary course of business; and


 


(g)          Other
sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection
with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period,
if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary
within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall
increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(g), “Annual
Basket Amount” shall mean $25,000,000 and “Annual Period” shall mean each successive period of twelve
consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period
may be “carried over” to a subsequent Annual Period;


 




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provided, however,
that any Disposition pursuant to clauses (a) through (c) or clause (g) shall be for fair market value.


 


7.06       Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise)
to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action
described below or would result therefrom:


 


(a)          each
Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such
Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment
is being made;


 


(b)          the
Borrower and each Subsidiary may declare and make dividend payments or other distributions;


 


(c)          the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received
from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;


 


(d)          the
Borrower may issue and sell its common Equity Interests, so long as the Net Cash Proceeds thereof are applied to the prepayment
of the Loans pursuant to Section 2.06(a); and


 


(e)          the Borrower may repurchase its
outstanding Equity Interests.


 


7.07       Change
in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted
by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.


 


7.08       Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary
course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would
be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other
than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower
and any Guarantor or between and among any Guarantors.


 


7.09       Burdensome
Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document or the agreement disclosed
on Schedule 7.09) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor
or to otherwise transfer property to the Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the
Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person;
provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of
any holder of Indebtedness permitted under Section 7.03(e) solely to the extent any such negative pledge relates to the
property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person
if a Lien is granted to secure another obligation of such Person.


 




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7.10      Use
of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally
or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others
for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.


 


7.11      Bank
Accounts. Other than accounts which are established and maintained with the Administrative Agent or any Lender, neither the
Borrower nor the Guarantors will permit any of their Domestic Subsidiaries to, (a) establish any bank accounts other than those
accounts listed on Schedule 7.11, without the Administrative Agent’s prior written consent or (b) deposit into any
of the payroll accounts listed on Schedule 7.11 any amounts in excess of amounts necessary to pay current payroll obligations
from such accounts.


 


7.12      Inconsistent
Agreements; Charter Amendments. None of the Borrower, the Guarantors nor any Subsidiary of any of them shall (a) enter into
any agreement or arrangement which would restrict in any material respect the ability of the Borrower or its Subsidiaries to fulfill
its Obligations under the Loan Documents, or (b) supplement, amend or otherwise modify the terms of their Organizational Documents
if the effect thereof is to cause a Default or an Event of Default.


 


7.13      Accounting
Changes. (a) Make any material change in its accounting policies or reporting practices, except as required by GAAP and with
prior notification as required by Section 6.03(d) hereof, or (b) change its fiscal year.


 


7.14      Amendment,
Etc. of Indebtedness. Amend, modify or change in any manner any term or condition of any Indebtedness set forth in Schedule
7.03, except for any amendment refinancing, refunding, renewal or extension thereof permitted by Section 7.03(b).


 


7.15      Financial
Covenants.


 


(a)         Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of each fiscal quarter of the Borrower
to be less than 2.00:1.0. The Consolidated Interest Coverage Ratio will be calculated at the end of each reporting period for which
this Agreement requires Borrower to deliver financial statements, using the results of the four fiscal quarter period ending with
that reporting period and annually using the results of the Borrower’s fiscal year-end based on the Borrower’s audited
financial statements.


 


(b)         Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of each fiscal quarter of the Borrower to be greater than
3.00:1.0.


 


(c)         Consolidated
EBITDA. Permit the Consolidated EBITDA as of the end of any fiscal quarter of the Borrower to be less than $30,000,000. Consolidated
EBITDA will be calculated at the end of each reporting period for which this Agreement requires Borrower to deliver financial statements,
using the results of the four fiscal quarter period ending with that reporting period and annually using the results of the Borrower’s
fiscal year-end based on the Borrower’s audited financial statements.


 




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7.16       Sanctions.
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise
make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business
with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other
manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender,
Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions.


 


ARTICLE
VIII.         EVENTS OF DEFAULT AND REMEDIES 


 


8.01       Events
of Default. Any of the following shall constitute an Event of Default:


 


(a)          Non-Payment.
The Borrower or any other Loan Party fails to pay (i) within one (1) Business Day after the same becomes due, and in the currency
required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within three (3) Business Days after the
same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) Business
Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or


 


(b)          Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01,
6.02, 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII, or any Guarantor fails to
perform or observe any term, covenant or agreement contained in the Guaranty; or


 


(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the
chief executive officer, the chief financial officer, the chief operating officer (if any), the chief accounting officer or the
chief legal officer of the Borrower becomes aware of, or the Borrower is notified by the Administrative Agent of, such Default,
or the occurrence of or any other Event of Default under any other Loan Document (after giving effect to any applicable grace period);
or


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
shall be materially incorrect or materially misleading when made or deemed made; or


 




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(e)          Cross-Default.
(i) Any Loan Party (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts)
having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than the Threshold Amount and such failure continues beyond any applicable
grace period, or (B) fails to observe or perform any other agreement or material condition relating to any such Indebtedness or
Guarantee having an aggregate principal amount of more than the Threshold Amount or contained in any instrument or agreement evidencing,
securing or relating thereto which continue beyond any applicable grace period, or any other event occurs, the effect of which
default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries
of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any
Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) which continues
beyond any applicable grace period or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower
or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or
such Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) there occurs any default under any Foreign Obligation
Loan Document which has continued beyond any applicable grace period; or


 


(f)          Insolvency
Proceedings, Etc. Any Loan Party institutes or consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief
Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person
and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or


 


(g)          Inability
to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against
all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its
issue or levy; or


 


(h)          Judgments.
There is entered against any Loan Party (i) one or more final judgments or orders for the payment of money in an aggregate amount
(as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance
as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings
are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay
of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 




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(i)          ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected
to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount that would reasonably be expected to have a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to
pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount that would reasonably be expected to have a Material
Adverse Effect; and, in either case, so long as ERISA provides that such ERISA Event or failure to pay may be cured, such ERISA
Event or failure to pay continues for a period of ten (10) Business Days; or


 


(j)          Invalidity
of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force
and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any
Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports
to revoke, terminate or rescind any provision of any Loan Document; or


 


(k)          Material
Adverse Effect. There occurs any event or circumstances that has a Material Adverse Effect; or


 


(l)          Collateral
Documents. Any Collateral Document after delivery thereof pursuant the terms of this Agreement shall for any reason (other
than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section
7.01) on the Collateral purported to be covered thereby; or


 


(m)         Change
of Control. There occurs any Change of Control.


 


If a Default shall have
occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically
permitted) in accordance with the Loan Documents or is otherwise expressly waived by Administrative Agent (with the approval of
requisite Lenders (in their sole and absolute discretion) as determined in accordance with Section 10.1); and once an Event
of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the
requisite Lenders or by the Administrative Agent with the approval of the requisite Lenders, as required hereunder in Section
10.1.


 


8.02       Remedies
Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of,
or may, with the consent of, the Required Lenders, take any or all of the following actions:


 


(a)          declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;


 




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(b)          declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower;


 


(c)          require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and


 


(d)          exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under
the Loan Documents;


 


provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy
Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts
as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations
as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 


8.03      Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in
the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections
2.17 and 2.18, be applied by the Administrative Agent in the following order:


 


First, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges
and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;


 


Second, to payment
of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders, the Foreign Obligation Providers and the L/C Issuer (including reasonable out-of-pocket
fees, charges and disbursements of counsel to the respective Lenders, the Foreign Obligation Providers and the L/C Issuer (including
fees and time charges for attorneys who may be employees of the Administrative Agent) and amounts payable under Article III),
ratably among them in proportion to the respective amounts described in this clause Second payable to them;


 


Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings
and other Obligations, ratably among the Lenders, the Foreign Obligation Providers and the L/C Issuer in proportion to the respective
amounts described in this clause Third payable to them;


 


Fourth, to payment
of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders, the
Foreign Obligation Providers and the L/C Issuer in proportion to the respective amounts described in this clause Fourth
held by them;


 




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Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections
2.04 and 2.17 and to the Foreign Obligation Providers, to cash collateralize undrawn contingent liability obligations owing
to such Foreign Obligation Provider under the Foreign Obligation Loan Documents to the extent not otherwise cash collateralized
by the applicable Foreign Subsidiary, in each case ratably among the Administrative Agent, for the account of the L/C Issuer and
the Foreign Obligation Providers in proportion to the respective amounts described in this clause Fifth payable to them;
and


 


Sixth, to payment
of that portion of the Obligations arising under any Swap Contracts, ratably among the Lenders in proportion to the respective
amounts described in this clause Sixth held by them;


 


Last, the balance,
if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.


 


Subject to Sections
2.04(c) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.


 


ARTICLE
IX.          ADMINISTRATIVE AGENT


 


9.01      Appointment
and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America
to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan
Party shall have rights as a third party beneficiary of any of such provisions. It is understood
and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create
or reflect only an administrative relationship between contracting parties.


 


The Administrative
Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer
hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations,
together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as
“collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant
to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the
Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall
be entitled to the benefits of all provisions of this Agreement (as though such co-agents, sub-agents and attorneys-in-fact were
the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.


 




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9.02      Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any
kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect
thereto.


 


9.03      Exculpatory
Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in
the other Loan Documents and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing,
the Administrative Agent and its Related Parties:


 


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


 


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


 


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


 




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Neither the Administrative
Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in
connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or
as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections
10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court
of competent jurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing
shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.


 


The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.


 


9.04      Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and
shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory
to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or
the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult
with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objections.


 




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9.05      Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under
any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent. The
Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court
of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence
or willful misconduct in the selection of such sub-agents


 


9.06      Resignation
of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C
Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation
with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such
earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative
Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective
in accordance with such notice on the Resignation Effective Date.


 


(b)          With
effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent
on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to
hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity
payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided
to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until
such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 3.01(g)
and other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation
Effective Date, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under
the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring 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.


 




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(c)          Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer
and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties
of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Committed Loans
or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by
it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed
Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the
Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a
Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or
make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to
such Letters of Credit.


 


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


 


9.08      No
Other Duties, Etc. Anything herein to the contrary notwithstanding, no Lender holding a title listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.


 


9.09      Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise


 




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(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
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 L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.04(i) and (j),
2.10 and 10.04) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel,
and any other amounts due the Administrative Agent under Sections 2.10 and 10.04.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer
in any such proceeding.


 


The Loan Parties and
the Secured Parties hereby irrevocably authorize the Administrative Agent, based upon the instruction of the Required Lenders,
to (a) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any
portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including
under Section 363 of the Bankruptcy Code of the United States or any similar Laws in any other jurisdictions to which a Loan
Party is subject, or (b) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles)
all or any portion of the Collateral at any other sale or foreclosure conducted by (or with the consent or at the direction of)
the Administrative Agent (whether by judicial action or otherwise) in accordance with 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 on a ratable
basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation
thereof would not unduly delay the ability of the Administrative Agent to credit bid and purchase at such sale or other disposition
of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of the Administrative Agent to credit
bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by
means of such credit bid) and the Secured Parties whose Obligations are credit bid shall be entitled to receive interests (ratably
based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in
the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate
such purchase). Except as provided above and otherwise expressly provided for herein or in the other Collateral Documents, the
Administrative Agent will not execute and deliver a release of any Lien on any Collateral. Upon request by the Administrative Agent
or the Borrower at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release
any such Liens on particular types or items of Collateral pursuant to this Section 9.09.


 




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9.10      Collateral
and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its
discretion,


 


(a)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of
the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration
or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative
Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing
by the Required Lenders;


 


(b)          to
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 7.01(i); and


 


(c)          to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10. In each case as specified in this Section, the Administrative Agent will, at the
Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request
to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents
or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case
in accordance with the terms of the Loan Documents and this Section.


 


ARTICLE
X.           MISCELLANEOUS


 


10.01     Amendments,
Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure
by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the
Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


 


(a)          waive
any condition set forth in Section 4.01(a) without the written consent of each Lender;


 




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(b)          extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender;


 


(c)          postpone
any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to
the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected
thereby;


 


(d)          reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second
proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the
manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable
Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent
of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall
be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or
Letter of Credit Fees at the Default Rate;


 


(e)          change
Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender


 


(f)          amend
Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender;


 


(g)          change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender; or


 


(h)          release
(x) all or substantially all of the value of the Guaranty or (y) all or substantially all of the Collateral in any transaction
or series of related transactions, in each case, without the written consent of each Lender, except to the extent the release of
any Guarantor or Collateral is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative
Agent acting alone);


 


and, provided
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the
Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the
Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement;
and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender
may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any
Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than
other affected Lenders shall require the consent of such Defaulting Lender.


 




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Notwithstanding any
provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative
Agent and the Borrower (i) to add one or more additional revolving credit or term loan facilities to this Agreement , in each case
subject to the limitations in Section 2.16, and to permit the extensions of credit and all related obligations and liabilities
arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities
hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time
outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate
by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate
in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders
hereunder.


 


Notwithstanding any
provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuer,
the Borrower and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Eurocurrency
Rate” solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely
to the extent permitted pursuant to Section 1.06.


 


10.02    Notices;
Effectiveness; Electronic Communication.


 


(a)          Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be
(i) delivered by personal delivery or nationally recognized overnight courier service, (ii) mailed by certified or registered mail
or (iii) sent by facsimile transmission (with confirmation of successful transmission) or by electronic mail (provided, however,
that if a notice is given by facsimile or electronic mail, a copy of such notice shall also be delivered by one of the methods
set forth in clauses (i) or (ii) above) as follows, and all notices and other communications expressly permitted hereunder to be
given by telephone shall be made to the applicable telephone number, as follows:


 


(i)          if
to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, electronic facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 10.02; and


 


(ii)         if
to any other Lender, to the address, electronic facsimile number, electronic mail address or telephone number specified in its
Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 




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Notices and other communications
delivered by personal delivery or nationally recognized overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices and other communications sent by electronic facsimile shall be deemed to have
been given when sent (except that, if not received during normal business hours of the recipient, shall be deemed to have been
given at the opening of business on the next business day of such recipient after such recipient). Notices and other communications
delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such
subsection (b).


 


(b)          Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) provided that the foregoing shall not apply
to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified
the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative
Agent 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), provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address
therefor.


 


(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials
through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court
of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed
to direct or actual damages).


 




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(d)          Change
of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address,
facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower,
the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone
number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public
Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration
screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities
laws.


 


(e)          Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) which are believed in
good faith by the Administrative Agent, the L/C Issuer and the Lenders to have been given by or on behalf of the Borrower even
if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form
of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The
Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf
of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


10.03    No
Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 




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Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing
Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line
Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 10.08 (subject to the terms of Section 2.14), or (d) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject
to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to
it and as authorized by the Required Lenders.


 


10.04    Expenses;
Indemnity; Damage Waiver.


 


(a)         Costs
and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection
with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery 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 out-of-pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or
the L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender
or the L/C Issuer) (including fees and time charges for attorneys who may be employees of the Administrative Agent or, for any
periods when Bank of America is the Administrative Agent and the L/C Issuer, employees of the L/C Issuer, without duplication)
(A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For purposes of clarity, the Borrower
shall not be responsible for reimbursing the L/C Issuer (except as set forth above) or any Lender for any fees and time charges
for attorneys who may be employees of the L/C Issuer (except as set forth above) or such Lender.


 




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(b)          Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
out-of-pocket expenses for the reasonable fees, charges and disbursements of any counsel for any Indemnitee) (including fees and
time charges for attorneys who may be employees of the Administrative Agent) incurred by any Indemnitee or asserted against any
Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby
or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of
the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed
in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal
by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release 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
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any
other Loan Party against an Indemnitee for breach in of such Indemnitee’s obligations hereunder or under any other Loan Document,
if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined
by a court of competent jurisdiction.


 


(c)          Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C
Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting
for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders
under this subsection (c) are subject to the provisions of Section 2.13(d).


 




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(d)          Waiver
of Consequential Damages, Etc. (i) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, 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, the transactions contemplated hereby or thereby, any Loan or Letter
of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages
arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by
such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement
or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting
from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court
of competent jurisdiction.


 


(ii)         To
the fullest extent permitted by applicable law, neither the Administrative Agent, nor any Lender, nor any other Indemnitee shall
assert, and each hereby waives, any claim against the Borrower 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, the transactions contemplated hereby or thereby.


 


(e)          Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 


(f)          Survival.
The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line
Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge
of all the other Obligations.


 


10.05    Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer
or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the
proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise,
then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and
the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any
amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date
such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable
currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence
shall survive the payment in full of the Obligations and the termination of this Agreement.


 



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10.06     Successors
and Assigns.


 


(a)          Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent
and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee
in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions
of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations
in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject
to the following conditions:


 


(i) Minimum
Amounts.


 


(A)         in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing
to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and


 


(B)         in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000  unless each of the Administrative Agent and, so long as no Event
of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or
delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group)
will be treated as a single assignment for purposes of determining whether such minimum amount has been met.


 


(ii) Proportionate
Amounts. 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 with respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not (A) apply to the rights in respect of the Swing Line Lender’s rights and obligations in respect of Swing Line Loans
or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities on a non-pro
rata basis;


 




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(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B)
of this Section and, in addition:


 


(A)         the
consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default has occurred
and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved
Fund; 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;


 


(B)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment
is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;


 


(C)         the
consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases
the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding);
and


 


(D)         the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.


 


(iv)  Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)  No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.


 




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


 


Subject to acceptance
and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to
the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this subsection 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 subsection (d) of this Section.


 


(c)          Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C
Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation,
and revocation of designation, of any Lender as a Defaulting Lender.
The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


 




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(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer 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, waiver or
other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection
(e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender hereunder and had acquired its interest by assignment pursuant
to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were
a Lender.


 


(e)          Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower,
to comply with Section 3.01(e) as though it were a Lender.


 


(f)          Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 




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(g)          Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’
notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as
Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint
from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure
by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender,
as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of
the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund
risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Bank of America resigns as Swing Line Lender,
it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed
Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a
successor L/C Issuer or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters
of Credit.


 


10.07   Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to
its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c)
to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender
pursuant to Section 2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any
Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.
For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating
to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,
provided that, in the case of information received from the Borrower or any Subsidiary 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.


 




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Each of the Administrative
Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning
the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including United States
federal and state securities Laws.


 


10.08   Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective
Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative
Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other
Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement
or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall
have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan
Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch
or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further
application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to
such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender,
the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.


 


10.09    Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be
paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.
In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense,
fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 




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10.10   Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,
and the other Loan Documents 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 that, when taken together, bear the signatures of each of
the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic
imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.


 


10.11   Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof
and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender,
regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any
Letter of Credit shall remain outstanding.


 


10.12   Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined
in good faith by the Administrative Agent, the L/C Issuer or the Swing Line lender, as applicable, then such provisions shall be
deemed to be in effect only to the extent not so limited.


 


10.13   Replacement
of Lenders. If (a) any Lender requests compensation under Section 3.04, (b) the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (c) if any Lender is
a Defaulting Lender, or (d) any Lender determines that it is unlawful for such Lender (but not the other Lenders generally) to
make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest based upon the Eurocurrency Rate as set forth
in Section 3.02, 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, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related
Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts
such assignment), provided that:


 




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(a)          the
Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);


 


(b)          such
Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) 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);


 


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


 


(d)          such
assignment does not conflict with applicable Laws.


 


A Lender shall not
be required to make any such assignment or 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.


 


10.14    Governing
Law; Jurisdiction; Etc. 


 


(a)          GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CONNECTICUT.


 


(b)          SUBMISSION
TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF CONNECTICUT AND OF THE UNITED STATES DISTRICT COURT SITTING IN THE STATE OF CONNECTICUT,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CONNECTICUT STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT (I) THE ADMINISTRATIVE
AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION OR (II) THE BORROWER
OR ANY OTHER LOAN PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR ANY LENDER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION.


 




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(c)          WAIVER
OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)          SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


10.15   Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR 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 PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


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


 




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10.17   Electronic
Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,”
and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and
consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.


 


10.18   USA
PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not
on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow
such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall,
promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the
Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the Act.


 


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


 




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10.20    PREJUDGMENT
REMEDY WAIVER. THE BORROWER HEREBY REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT THE FINANCING EVIDENCED HEREBY IS A COMMERCIAL
TRANSACTION WITHIN THE MEANING OF CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, AS AMENDED. THE BORROWER HEREBY WAIVES ITS
RIGHT TO NOTICE AND PRIOR COURT HEARING OR COURT ORDER UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278A ET. SEQ. AS AMENDED
OR UNDER ANY OTHER STATE OR FEDERAL LAW WITH RESPECT TO ANY AND ALL PREJUDGMENT REMEDIES THE ADMINISTRATIVE AGENT OR ANY LENDER
MAY EMPLOY TO ENFORCE THEIR RESPECTIVE RIGHTS AND REMEDIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS. MORE SPECIFICALLY, THE
BORROWER ACKNOWLEDGES THAT UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT THE ADMINISTRATIVE AGENT’S
OR ANY LENDER’S ATTORNEY MAY, PURSUANT TO, AND IN ACCORDANCE WITH, CONN. GEN. STATE. §52-278F, ISSUE A WRIT FOR A PREJUDGMENT
REMEDY WITHOUT SECURING A COURT ORDER PROVIDED THE COMPLAINT SHALL SET FORTH A COPY OF THIS WAIVER. THE BORROWER ACKNOWLEDGES AND
RESERVES ITS RIGHT TO NOTICE AND A HEARING SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR A PREJUDGMENT REMEDY AS AFORESAID AND THE ADMINISTRATIVE
AGENT AND EACH LENDER ACKNOWLEDGES THE BORROWER’S RIGHT TO SAID HEARING SUBSEQUENT TO THE ISSUANCE OF SAID WRIT. THE BORROWER
FURTHER WAIVES ITS RIGHTS TO REQUEST THAT THE ADMINISTRATIVE AGENT OR ANY LENDER POST A BOND, WITH OR WITHOUT SURETY, TO PROTECT
THE BORROWER AGAINST DAMAGES THAT MAY BE CAUSED BY ANY PREJUDGMENT REMEDY SOUGHT OR OBTAINED BY THE ADMINISTRATIVE AGENT OR SUCH
LENDER.


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	LYDALL, INC.
	 	 
	 	By:     	/S/  Dale G. Barnhart
	 	 
	 	Name:  Dale G. Barnhart
	 	 
	 	Title:    President & CEO


 




    	 



    	 



    

 


	 	bank of america, n.a., as
	 	Administrative Agent
	 	 
	 	By:     	/S/  Christopher T. Phelan
	 	 
	 	Name:  Christopher T. Phelan
	 	 
	 	Title:  Senior Vice President


 




    	 



    	 



    

 


	 	bank of america, n.a., as a Lender, L/C Issuer and Swing Line Lender
	 	 
	 	By:     	/S/  Christopher T. Phelan
	 	 
	 	Name:  Christopher T. Phelan
	 	 
	 	Title:  Senior Vice President


 




    	 



    	 



    

 


	 	Wells fargo bank, n.a., as a Lender
	 	 
	 	By:     	/S/  Barbara Keegan
	 	 
	 	Name:  Barbara Keegan
	 	 
	 	Title:  Senior Vice President


 




    	 



    	 



    

 


	 	Webster bank, national association, as a Lender
	 	 
	 	By:     	/S/  Matthew Riley
	 	 
	 	Name:  Matthew Riley
	 	 
	 	Title:  Senior Vice President