Exhibit 10.1

      

       

      

      EXECUTION COPY

      

      

      

       

      CREDIT AGREEMENT

      

      

      dated as of

      

      

      June 1, 2022

      

      

      among

      

      

      STANDARD MOTOR PRODUCTS, INC.

      

      

      The Lenders Party Hereto

      

      

      JPMORGAN CHASE BANK, N.A.

      as Administrative Agent

      

      

      and

      

      

      BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION

      as Co-Syndication Agents

      

      

      J.P. MORGAN SECURITIES LLC

      as Sustainability Structuring Agent

      

      

      
        
 

      

      

      JPMORGAN CHASE BANK, N.A.

      as Sole Bookrunner

       

      and

       

      JPMORGAN CHASE BANK, N.A.,

      BofA SECURITIES, INC. and WELLS FARGO SECURITIES, LLC

       

      as Joint Lead Arrangers

       

      
        
          


      

      TABLE OF CONTENTS

       

      	

            	
              Page

            
	

            	 
	
              ARTICLE I Definitions

            	
              1

            
	 	 
	
              SECTION 1.01.

            	
              Defined Terms

            	
              1

            
	
              SECTION 1.02.

            	
              Classification of Loans and Borrowings

            	
              42

            
	
              SECTION 1.03.

            	
              Terms Generally

            	
              42

            
	
              SECTION 1.04.

            	
              Accounting Terms; GAAP; Pro Forma Calculations

            	
              42

            
	
              SECTION 1.05.

            	
              Interest Rates; Benchmark Notification

            	
              44

            
	
              SECTION 1.06.

            	
              Status of Obligations

            	
              44

            
	
              SECTION 1.07.

            	
              Letter of Credit Amounts

            	
              44

            
	
              SECTION 1.08.

            	
              Divisions

            	
              44

            
	
              SECTION 1.09.

            	
              Exchange Rates; Currency Equivalents

            	
              45

            
	 	 
	
              ARTICLE II The Credits

            	
              45

            
	 	 
	
              SECTION 2.01.

            	
              Commitments

            	
              45

            
	
              SECTION 2.02.

            	
              Loans and Borrowings

            	
              45

            
	
              SECTION 2.03.

            	
              Requests for Borrowings

            	
              46

            
	
              SECTION 2.04.

            	
              Determination of Dollar Amounts

            	
              47

            
	
              SECTION 2.05.

            	
              Swingline Loans

            	
              47

            
	
              SECTION 2.06.

            	
              Letters of Credit

            	
              49

            
	
              SECTION 2.07.

            	
              Funding of Borrowings

            	
              53

            
	
              SECTION 2.08.

            	
              Interest Elections

            	
              54

            
	
              SECTION 2.09.

            	
              Termination and Reduction of Commitments

            	
              55

            
	
              SECTION 2.10.

            	
              Repayment and Amortization of Loans; Evidence of Debt

            	
              56

            
	
              SECTION 2.11.

            	
              Prepayment of Loans

            	
              57

            
	
              SECTION 2.12.

            	
              Fees

            	
              58

            
	
              SECTION 2.13.

            	
              Interest

            	
              59

            
	
              SECTION 2.14.

            	
              Alternate Rate of Interest

            	
              60

            
	
              SECTION 2.15.

            	
              Increased Costs

            	
              64

            
	
              SECTION 2.16.

            	
              Break Funding Payments

            	
              65

            
	
              SECTION 2.17.

            	
              Taxes

            	
              66

            
	
              SECTION 2.18.

            	
              Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Setoffs

            	
              69

            
	
              SECTION 2.19.

            	
              Mitigation Obligations; Replacement of Lenders

            	
              70

            
	
              SECTION 2.20.

            	
              Expansion Option

            	
              71

            
	
              SECTION 2.21.

            	
              Judgment Currency

            	
              72

            
	
              SECTION 2.22.

            	
              Defaulting Lenders

            	
              73

            
	
              SECTION 2.23.

            	
              Extension of Maturity Date

            	
              75

            
	
              SECTION 2.24.

            	
              ESG Amendment

            	
              77

            


       

      

      
        
          


      

      
      
        Table of Contents

        (continued)

        

        

      	 	
              Page

            
	 	 
	
              ARTICLE III
                  Representations and Warranties

            	
              78

            
	 	 
	
              SECTION 3.01.

            	
              Organization; Powers; Subsidiaries

            	
              78

            
	
              SECTION 3.02.

            	
              Authorization; Enforceability

            	
              78

            
	
              SECTION 3.03.

            	
              Governmental Approvals; No Conflicts

            	
              79

            
	
              SECTION 3.04.

            	
              Financial Condition; No Material Adverse Change

            	
              79

            
	
              SECTION 3.05.

            	
              Properties

            	
              79

            
	
              SECTION 3.06.

            	
              Litigation, Environmental and Labor Matters

            	
              79

            
	
              SECTION 3.07.

            	
              Compliance with Laws and Agreements

            	
              80

            
	
              SECTION 3.08.

            	
              Investment Company Status

            	
              80

            
	
              SECTION 3.09.

            	
              Taxes

            	
              80

            
	
              SECTION 3.10.

            	
              ERISA

            	
              80

            
	
              SECTION 3.11.

            	
              Disclosure

            	
              80

            
	
              SECTION 3.12.

            	
              Liens

            	
              81

            
	
              SECTION 3.13.

            	
              No Default

            	
              81

            
	
              SECTION 3.14.

            	
              No Burdensome Restrictions

            	
              81

            
	
              SECTION 3.15.

            	
              Solvency

            	
              81

            
	
              SECTION 3.16.

            	
              Insurance

            	
              81

            
	
              SECTION 3.17.

            	
              Security Interest in Collateral

            	
              81

            
	
              SECTION 3.18.

            	
              Anti-Corruption Laws and Sanctions

            	
              81

            
	
              SECTION 3.19.

            	
              Affected Financial Institutions

            	
              82

            
	
              SECTION 3.20.

            	
              Plan Assets; Prohibited Transactions

            	
              82

            
	
              SECTION 3.21.

            	
              Margin Regulations

            	
              82

            
	 	 
	
              ARTICLE IV Conditions

            	
              82

            
	 	 
	
              SECTION 4.01.

            	
              Effective Date

            	
              82

            
	
              SECTION 4.02.

            	
              Each Credit Event

            	
              83

            
	 	 
	
              ARTICLE V Affirmative
                  Covenants

            	
              83

            
	 	 
	
              SECTION 5.01.

            	
              Financial Statements and Other Information

            	
              84

            
	
              SECTION 5.02.

            	
              Notices of Material Events

            	
              85

            
	
              SECTION 5.03.

            	
              Existence; Conduct of Business

            	
              86

            
	
              SECTION 5.04.

            	
              Payment of Taxes

            	
              86

            
	
              SECTION 5.05.

            	
              Maintenance of Properties; Insurance

            	
              86

            
	
              SECTION 5.06.

            	
              Books and Records; Inspection Rights

            	
              87

            
	
              SECTION 5.07.

            	
              Compliance with Laws and Material Contractual Obligations

            	
              87

            
	
              SECTION 5.08.

            	
              Use of Proceeds

            	
              87

            
	
              SECTION 5.09.

            	
              Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances

            	
              88

            
	
              SECTION 5.10.

            	
              Accuracy of Information

            	
              89

            
	
              SECTION 5.11.

            	
              Designation of Subsidiaries

            	
              89

            
	
              SECTION 5.12.

            	
              Post-Closing Covenant

            	
              90

            
	 	 
	
              ARTICLE VI Negative
                  Covenants

            	
              90

            
	 	 
	
              SECTION 6.01.

            	
              Indebtedness

            	
              90

            
	
              SECTION 6.02.

            	
              Liens

            	
              93

            
	
              SECTION 6.03.

            	
              Fundamental Changes

            	
              95

            
	
              SECTION 6.04.

            	
              Dispositions

            	
              96

            
	
              SECTION 6.05.

            	
              Investments, Loans, Advances, Guarantees and Acquisitions

            	
              97

            
	
              SECTION 6.06.

            	
              Swap Agreements

            	
              99

            
	
              SECTION 6.07.

            	
              Transactions with Affiliates

            	
              99

            
	
              SECTION 6.08.

            	
              Restricted Payments

            	
              99

            
	
              SECTION 6.09.

            	
              Restrictive Agreements

            	
              100

            
	
              SECTION 6.10.

            	
              Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents

            	
              100

            
	
              SECTION 6.11.

            	
              Sale and Leaseback Transactions

            	
              101

            
	
              SECTION 6.12.

            	
              [Reserved]

            	
              101

            
	
              SECTION 6.13.

            	
              Financial Covenants

            	
              101

            


      

      

      
        ii

        
          


      

      
        Table of Contents

        (continued)

         

        

      

      	 	Page
	 	 
	
              ARTICLE VII Events of
                  Default

            	
              102

            
	 	 
	
              SECTION 7.01.

            	
              Events of Default

            	
              102

            
	
              SECTION 7.02.

            	
              Remedies Upon an Event of Default

            	
              104

            
	
              SECTION 7.03.

            	
              Application of Payments

            	
              105

            
	 	 
	
              ARTICLE VIII The
                  Administrative Agent

            	
              106

            
	 	 
	
              SECTION 8.01.

            	
              Authorization and Action

            	
              106

            
	
              SECTION 8.02.

            	
              Administrative Agent’s Reliance, Limitation of Liability, Etc

            	
              109

            
	
              SECTION 8.03.

            	
              Posting of Communications

            	
              110

            
	
              SECTION 8.04.

            	
              The Administrative Agent Individually

            	
              111

            
	
              SECTION 8.05.

            	
              Successor Administrative Agent

            	
              111

            
	
              SECTION 8.06.

            	
              Acknowledgements of Lenders and Issuing Bank

            	
              112

            
	
              SECTION 8.07.

            	
              Collateral Matters.

            	
              114

            
	
              SECTION 8.08.

            	
              Credit Bidding

            	
              115

            
	
              SECTION 8.09.

            	
              Certain ERISA Matters

            	
              116

            
	 	 
	
              ARTICLE IX Miscellaneous

            	
              117

            
	 	 
	
              SECTION 9.01.

            	
              Notices

            	
              117

            
	
              SECTION 9.02.

            	
              Waivers; Amendments

            	
              118

            
	
              SECTION 9.03.

            	
              Expenses; Limitation of Liability; Indemnity; Etc

            	
              121

            
	
              SECTION 9.04.

            	
              Successors and Assigns

            	
              123

            
	
              SECTION 9.05.

            	
              Survival

            	
              126

            
	
              SECTION 9.06.

            	
              Counterparts; Integration; Effectiveness; Electronic Execution

            	
              127

            
	
              SECTION 9.07.

            	
              Severability

            	
              128

            
	
              SECTION 9.08.

            	
              Right of Setoff

            	
              128

            
	
              SECTION 9.09.

            	
              Governing Law; Jurisdiction; Consent to Service of Process

            	
              128

            
	
              SECTION 9.10.

            	
              WAIVER OF JURY TRIAL

            	
              129

            
	
              SECTION 9.11.

            	
              Headings

            	
              129

            
	
              SECTION 9.12.

            	
              Confidentiality

            	
              129

            
	
              SECTION 9.13.

            	
              USA PATRIOT Act

            	
              130

            
	
              SECTION 9.14.

            	
              Releases of Subsidiary Guarantors

            	
              131

            
	
              SECTION 9.15.

            	
              Appointment for Perfection

            	
              131

            
	
              SECTION 9.16.

            	
              Interest Rate Limitation

            	
              132

            
	
              SECTION 9.17.

            	
              No Fiduciary Duty, etc

            	
              132

            
	
              SECTION 9.18.

            	
              Acknowledgement and Consent to Bail-In of Affected Financial Institutions

            	
              133

            
	
              SECTION 9.19.

            	
              Acknowledgement Regarding Any Supported QFCs

            	
              133

            
	 	 
	
              ARTICLE X Borrower
                  Guarantee

            	
              134

            


      

      

      
        iii

        
          


      

      
        Table of Contents

        (continued)

         

        

      

      	Page
	 
	
              SCHEDULES:

            
	 
	
              Schedule 1.01 – Sustainability Table and Sustainability Pricing Adjustments

            
	
              Schedule 2.01 – Commitments

            
	
              Schedule 2.06 – Existing Letters of Credit

            
	
              Schedule 3.01 – Subsidiaries

            
	
              Schedule 5.11 – Unrestricted Subsidiaries

            
	
              Schedule 6.01 – Existing Indebtedness

            
	
              Schedule 6.02 – Existing Liens

            
	
              Schedule 6.05 – Existing Investments, Loans, Advances, Guarantees and Acquisitions

            
	 
	
              EXHIBITS:

            
	
              Exhibit A – Form of Assignment and Assumption

            
	
              Exhibit B – Form of Increasing Lender Supplement

            
	
              Exhibit C – Form of Augmenting Lender Supplement

            
	
              Exhibit D – List of Closing Documents

            
	
              Exhibit E-1 – Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)

            
	
              Exhibit E-2 – Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)

            
	
              Exhibit E-3 – Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)

            
	
              Exhibit E-4 – Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)

            
	
              Exhibit F-1 – Form of Borrowing Request

            
	
              Exhibit F-2 – Form of Interest Election Request

            


      

      

      
        iv

        
          


      

      CREDIT AGREEMENT (this “Agreement”) dated as of June 1, 2022 among STANDARD MOTOR PRODUCTS, INC., the
        LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

       

      The parties hereto agree as follows:

       

      ARTICLE I

       

      

      Definitions

       

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

       

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

       

      “Account” has the meaning assigned to such term, as applicable and as the context may require, in the
        Security Agreement.

       

      “Account Debtor” means (i) any Person obligated on an Account or (ii) for the purposes of a Customer
        Draft, the drawer or maker of such Customer Draft.

       

      “Acquisition” means any acquisition (whether by purchase, merger, consolidation or otherwise) or series
        of related acquisitions by the Borrower or any Restricted Subsidiary of (i) all or substantially all the assets of (or all or substantially all the assets constituting a business or operating unit, division, product line or line of business of) any
        Person or (ii) all or substantially all the Equity Interests in a Person or division or line of business of a Person.

       

      “Additional Commitment Lender” has the meaning assigned to it in Section 2.23(d).

       

      “Adjusted Daily Simple RFR” means, (i) with respect to any RFR Borrowing denominated in Pounds
        Sterling, an interest rate per annum equal to (a) the Daily Simple RFR for Pounds Sterling, plus (b) 0.0326%, (ii) with respect to any RFR Borrowing denominated in Swiss Francs, an interest rate per
        annum equal to (a) the Daily Simple RFR for Swiss Francs, plus (b) negative 0.0571%, and (iii) with respect to any RFR Borrowing denominated in Dollars, an interest rate per annum equal to (a) the Daily
        Simple RFR for Dollars, plus (b) 0.10%; provided that if the Adjusted Daily Simple RFR as so determined would be less than the Floor, such rate shall be
        deemed to be equal to the Floor for the purposes of this Agreement.

       

      “Adjusted EURIBO Rate” means, with respect to any Term Benchmark Borrowing denominated in euro for any
        Interest Period, an interest rate per annum equal to (a)  the EURIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided
        that if the Adjusted EURIBO Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

       

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

       

      
        
          


      

      
       “Administrative Agent” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or
        affiliates), in its capacity as administrative agent for the Lenders hereunder.

       

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

       

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

       

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

       

      “Agent-Related Person” has the meaning assigned to such term in Section 9.03(d).

       

      “Agreed Currencies” means (i) Dollars, (ii) euro, (iii) Pounds Sterling, (iv) Swiss Francs, (v)
        Canadian Dollars and (vi) any other currency (other than Dollars) (x) that is a lawful currency that is readily available and freely transferable and convertible into Dollars and (y) that is agreed to by the Administrative Agent and each of the
        Lenders.

       

      “Agreement” has the meaning assigned to such term in the introductory paragraph hereof.

       

      “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period
        as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this
        definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term
        SOFR Administrator in the Term SOFR Reference Rate methodology).  Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of
        such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively.  If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark
        Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause





        (c) above.  For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

       

      “Ancillary Document” has the meaning assigned to such term in Section 9.06.

       

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

       

      “Applicable LC Sublimit” means, as of the Effective Date (i) with respect to JPMorgan Chase Bank, N.A.
        in its capacity as an Issuing Bank under this Agreement, $8,333,334, (ii) with respect to Bank of America, N.A. in its capacity as an Issuing Bank under this Agreement, $8,333,333 and (iii) with respect to Wells Fargo Bank, National Association in
        its capacity as an Issuing Bank under this Agreement, $8,333,333, as each of the foregoing amounts may be decreased or increased from time to time with the written consent of the Borrower, the Administrative Agent and the Issuing Banks (provided
        that any increase in the Applicable LC Sublimit with respect to any Issuing Bank (and any decrease in the Applicable LC Sublimit with respect to any Issuing Bank after any such increase in the Applicable LC Sublimit of such Issuing Bank so long as
        such decrease would not cause the Applicable LC Sublimit of such Issuing Bank to be less than its Applicable LC Sublimit as of the Effective Date) shall only require the consent of the Borrower, the Administrative Agent and such Issuing Bank).

       

      
        2

        
          


      

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

       

      “Applicable Percentage” means, with respect to any Lender at any time, (a) with respect to Revolving
        Loans, LC Exposure or Swingline Loans, the percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment at such time and the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders at such
        time (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to
        any assignments); provided that in the case of Section 2.22 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation and (b) with
        respect to the Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term Loans and the denominator of which is the aggregate outstanding principal amount of the Term Loans of all
        Term Lenders.

       

      “Applicable Rate” means, for any day, (a) with respect to any Term Benchmark Revolving Loan or any Term
        Benchmark Term Loan, the applicable rate per annum set forth below under the caption “Term Benchmark Spread”, (b) with respect to any RFR Revolving Loan or any RFR Term Loan, the applicable rate per annum set forth below under the caption “RFR
        Spread”, (c) with respect to any ABR Revolving Loan or any ABR Term Loan, the applicable rate per annum set forth below under the caption “ABR Spread”, and (d) with respect to the commitment fees payable hereunder, the applicable rate per annum set
        forth below under the caption “Commitment Fee Rate”, in each case based upon the Total Net Leverage Ratio applicable on such day.

       

      	 	
              Total Net 

              Leverage Ratio:

            	
              Term 

              Benchmark 

              Spread

            	
              RFR Spread

            	
              ABR

              Spread

            	
              Commitment 

              Fee Rate

            
	
              Category 1:

            	
              ≤ 0.50 to 1.00

               

              

               

              

            	
              1.00%

            	
              1.00%

            	
              0%

            	
              0.15%

            
	
              Category 2:

            	
              > 0.50 to 1.00 

              but

              ≤ 1.25 to 1.00

            	
              1.25%

            	
              1.25%

            	
              0.25%

            	
              0.175%

            
	
              Category 3:

            	
              > 1.25 to 1.00 

              but

              ≤ 2.25 to 1.00

            	
              1.50%

            	
              1.50%

            	
              0.50%

            	
              0.20%

            
	
              Category 4:

               

            	
              > 2.25 to 1.00 

              but

              ≤ 3.00 to 1.00

            	
              1.75%

            	
              1.75%

            	
              0.75%

            	
              0.225%

            
	
              Category 5:

            	
              > 3.00 to 1.00

               

              

               

              

            	
              2.00%

            	
              2.00%

            	
              1.00%

            	
              0.25%

            


      

      

      
        3

        
          


      

      For purposes of the foregoing,

       

      (i) if at any time the Borrower fails to deliver the Financials on or before the date the Financials are due pursuant to Section
        5.01, Category 5 shall, at the option of the Administrative Agent or at the request of the Required Lenders, be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending on the date which is
        three (3) Business Days after the Financials are actually delivered, after which the Category shall be determined in accordance with the table above as applicable;

       

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

       

      (iii) notwithstanding the foregoing, Category 3 shall be deemed to be applicable until the Administrative Agent’s receipt of the
        applicable Financials for the Borrower’s second full fiscal quarter ending after the Effective Date and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs (i) and (ii).

       

      “Applicable Time” means, with respect to any Borrowings and payments in any Foreign Currency, the local
        time in the place of settlement for such Foreign Currency as may be determined by the Administrative Agent or the Issuing Bank, 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 Electronic Platform” has the meaning assigned to such term in Section 8.03(a).

       

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

       

      “Arranger” means each of (i) JPMorgan Chase Bank, N.A., in its capacity as sole bookrunner and a joint
        lead arranger hereunder, (ii) BofA Securities, Inc., in its capacity as a joint lead arranger  hereunder and (iii) Wells Fargo Securities, LLC, in its capacity as a joint lead arranger hereunder.

       

      “Asbestos Claims” means claims seeking to impose liability on the Borrower in connection with any
        alleged exposure to asbestos.

       

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

       

       “Augmenting Lender” has the meaning assigned to such term in Section 2.20.

       

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

       

      “Available Revolving Commitment” means, at any time with respect to any Lender, the Revolving
        Commitment of such Lender then in effect minus the Revolving Credit Exposure of such Lender at such time; it being understood and agreed that any Lender’s Swingline Exposure shall not be deemed to be a component of the Revolving Credit Exposure for
        purposes of calculating the commitment fee under Section 2.12(a).

       

      
        4

        
          


      

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        5

        
          


      

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

       

      “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order
        below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in a Foreign Currency, “Benchmark Replacement”
        shall mean the alternative set forth in (2) below:

       

      (1)          in the case of any
            Loan denominated in Dollars, the Adjusted Daily Simple RFR for RFR Borrowings denominated in Dollars;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        7

        
          


      

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

       

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

       

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

       

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

       

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

       

      “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that
        is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I
        of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

       

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

       

      “Borrower” means Standard Motor Products, Inc. a New York corporation.

       

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

       

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

       

      “Burdensome Restrictions” means any consensual encumbrance or restriction of the type described in
        clause (a) or (b) of Section 6.09.

       

      
        8

        
          


      

      “Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business
        in New York City or Chicago; provided that (i) in relation to Loans denominated in Pounds Sterling, any day (other than a Saturday or a Sunday) on which banks are open for
        business in London, (ii) in relation to Loans denominated in euro and in relation to the calculation or computation of the EURIBO Rate, any day which is a TARGET Day,
          (iii) in relation to Loans denominated in Canadian Dollars and in relation to the calculation or computation of the CDOR Rate or the Canadian Prime Rate, any day (other than a Saturday or a Sunday) on which banks are open for business in
        Toronto and (iv) in relation to RFR Loans and any interest rate settings, fundings, disbursements,
          settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business Day.

       

      “Canadian Dollars” or “CAD” means the lawful currency of
        Canada.

       

      “Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the
        higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes
        such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the CDOR Screen Rate for thirty (30) day Canadian Dollar bankers’ acceptances, plus 1% per annum; provided,
        that if any of the above rates shall be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR Screen Rate shall be effective
        from and including the effective date of such change in the PRIMCAN Index or the CDOR Screen Rate, respectively.

       

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

       

       “CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank
        Rate.

       

      “CBR Spread” means the Applicable Rate applicable to such Loan that is replaced by a CBR Loan.

       

      “CDOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Canadian Dollars and for
        any Interest Period, the CDOR Screen Rate at approximately 10:15 a.m., Toronto time, on the first day of such Interest Period; provided that if
        the CDOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

       

      “CDOR Screen Rate” means on any day for the
          relevant Interest Period, the annual rate of interest equal to the average rate applicable to Canadian Dollar Canadian bankers’ acceptances for the applicable period that appears on the “Reuters Screen CDOR Page” as defined in the International
          Swap Dealer Association, Inc. definitions, as modified and amended from time to time (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate
          page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion), rounded to the nearest 1/100th of 1% (with .005% being rounded up), as of 10:15 a.m. Toronto time on the first day of such Interest Period and, if such day is not a Business Day, then on the immediately preceding Business Day (as
          adjusted by Administrative Agent after 10:15 a.m. Toronto time to reflect any error in the posted rate of interest or in the posted average annual rate of interest).

       

      
        9

        
          


      

      “Central Bank Rate” means, the greater of (i) (A) for any Loan denominated
        in (a) Pounds Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) euro, one of the
        following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published,
        the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending
        facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time, or (3) the rate for the deposit facility of the central banking system of the Participating
        Member States, as published by the European Central Bank (or any successor thereto) from time to time, (c) Swiss Francs, the policy rate of the Swiss National Bank (or any successor thereto) as published by the Swiss National Bank (or any successor
        thereto) from time to time and (d) any other Foreign Currency determined after the Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion; plus (B) the applicable Central Bank Rate Adjustment and
        (ii) the Floor.

       

      “Central Bank Rate Adjustment” means, for any day, for any Loan denominated in:

       

      (a) euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted
        EURIBO Rate for the five most recent Business Days preceding such day for which the EURIBO Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBO Rate applicable during such period of five Business
        Days) minus (ii) the Central Bank Rate in respect of euro in effect on the last Business Day in such period,

       

      (b) Pounds Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of
        Adjusted Daily Simple RFR for Pounds Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR
        applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last RFR Business Day in such period,

       

      (c) Swiss Francs, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of
        Adjusted Daily Simple RFR for Swiss Franc Borrowings for the five most recent RFR Business Days preceding such day for which SARON was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable
        during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Swiss Francs in effect on the last RFR Business Day in such period, and

       

      (d) any other Foreign Currency determined after the Effective Date, an adjustment as determined by the Administrative Agent in
        its reasonable discretion.

       

      For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (i)(B) of the definition
        of such term and (y) the EURIBO Rate on any day shall be based on the EURIBO Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.

       

      “CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

       

      
        10

        
          


      

      “CFC Holding Company” mean any Domestic Subsidiary that owns no material assets (directly or through
        one or more disregarded entities) other than capital stock and, if any, indebtedness of one or more Foreign Subsidiaries that are CFCs.

       

      “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of
        record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power
        represented by the issued and outstanding Equity Interests of the Borrower; (b) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated,
        appointed or approved for consideration by shareholders for election by the board of directors of the Borrower nor (ii) appointed by directors so nominated, appointed or approved or (c) the acquisition of direct or indirect Control of the Borrower
        by any Person or group.

       

      “Change in Law” means the occurrence after the date of this Agreement of (a) the adoption of or taking
        effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or
        Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, rule, guideline or
          directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that,
          notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and
          (y) 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, issued or implemented.

       

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

       

      “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
        comprising such Borrowing, are Revolving Loans, Term Loans, Incremental Term Loans or Swingline Loans.

       

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

       

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

       

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

       

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

       

      
        11

        
          


      

      “Commitment” means, (a) the Revolving Commitments and the Term Loan Commitments and (b) with respect to
        each Lender, the sum of such Lender’s Revolving Commitment and Term Loan Commitment.  The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or
        other documentation contemplated hereby pursuant to which such Lender shall have assumed its Revolving Commitment pursuant to the terms hereof, as applicable.

       

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

       

      “Communications” means, collectively, any notice, demand, communication, information, document or other
        material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications
        pursuant to Section 8.03, including through an Approved Electronic Platform.

       

      “Computation Date” has the meaning assigned to such term in Section 2.04.

       

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

       

      “Consolidated EBITDA” means, with respect to any period, without duplication, an amount equal to (a)
        Consolidated Net Income for such period, minus (b) the sum of (i) income tax credits, (ii) gain from extraordinary items for such period, (iii) any aggregate net gain (but not any aggregate net loss)
        during such period arising from the sale, exchange or other disposition of capital assets (including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets and all securities), and
        (iv) any other non-operating, non-cash gains that have been added in determining Consolidated Net Income, in each case to the extent included in the calculation of Consolidated Net Income for such period, but without duplication, plus (c) the sum of (i) any provision for income taxes, (ii) Consolidated Interest Expense, (iii) loss from extraordinary items for such period, (iv) the amount of any non-operating, non-cash losses or
        charges (including depreciation and amortization) for such period, (v) amortized debt discount for such period, and (vi) the amount of any deduction to Consolidated Net Income as the result of any grant to any members of the management of the
        Borrower or any Restricted Subsidiary of any Equity Interests, in each case to the extent deducted from revenues in the calculation of Consolidated Net Income for such period, but without duplication.  For purposes of this definition, the following
        items shall be subtracted from (or with respect to any deficit in item (1) below, added back to) the calculation of Consolidated Net Income for purposes of calculating Consolidated EBITDA:  (1) the income (or deficit) of any other Person accrued
        prior to the date it became a Restricted Subsidiary or was merged or consolidated into the Borrower or any Restricted Subsidiary or any of such Person’s Subsidiaries; (2) the undistributed earnings of any Subsidiary of the Borrower or any
        Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such
        Subsidiary; (3) any restoration to income of any reserve established for specific non-recurring items, except to the extent that provision for such reserve was made out of income accrued during such period; (4) any write-up of any asset; (5) any
        net gain from the collection of the proceeds of life insurance policies; (6) any net gain arising from the acquisition of any securities, or the extinguishment under GAAP of any Indebtedness, of the Borrower or any Restricted Subsidiary; (7) in the
        case of a successor to any Restricted Subsidiary by consolidation, amalgamation or merger or as a transferee of its assets, any earnings of such successor prior to such consolidation, amalgamation, merger or transfer of assets; and (8) any deferred
        credit representing the excess of equity in any Subsidiary of the Borrower or any Restricted Subsidiary at the date of acquisition of such Subsidiary over the cost to the Borrower or such Restricted Subsidiary of the investment in such Subsidiary. 
        For purposes of this definition, and without duplication of amounts added back pursuant to clause (c)(iii) of the first sentence of this definition, the following items shall be added back to Consolidated Net Income for purposes of calculating
        Consolidated EBITDA:  any one-time charges incurred in connection with Acquisitions permitted under Section 6.05, consolidation or relocation of facilities, or dispositions of assets permitted hereunder in an aggregate amount not to exceed
        $5,000,000 during any fiscal year of the Borrower; provided that, to the extent such one-time charges in any such fiscal year are less than such $5,000,000 threshold, such unused charges may be carried
        forward and added back to Consolidated Net Income for purposes of calculating Consolidated EBITDA only in the immediately succeeding fiscal year of the Borrower (in addition to the applicable amount for each fiscal year) assuming such one-time
        charges are actually incurred in the immediately succeeding fiscal year.

       

      
        12

        
          


      

      “Consolidated First Lien Indebtedness” means, at any date of determination, the aggregate principal
        amount of Consolidated Total Indebtedness outstanding on such date that is secured by a Lien on any property or asset of the Borrower or any Restricted Subsidiary that is not junior or subordinated in priority to the Liens on the Collateral
        securing the Secured Obligations.

       

      “Consolidated Interest Expense” means, with reference to any period, the interest expense (including
        without limitation interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Borrower and its Restricted Subsidiaries calculated on a consolidated basis for such period with respect to all
        outstanding Indebtedness of the Borrower and its Restricted Subsidiaries allocable to such period in accordance with GAAP (including net costs under interest rate Swap Agreements to the extent such net costs are allocable to such period in
        accordance with GAAP). For purposes of the foregoing, interest expense shall be calculated after giving effect to any net payments actually made or received by the Borrower or any of its Restricted Subsidiaries with respect to interest rate Swap
        Agreements.

       

      “Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Borrower
        and its Restricted Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that there shall be excluded any income (or loss) of any Person
        other than the Borrower or a Restricted Subsidiary, but any such income so excluded may be included in such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Borrower or any
        wholly-owned Restricted Subsidiary of the Borrower.

       

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

       

      “Consolidated Total Indebtedness” means, as of the date of any determination thereof, the principal
        amount, without duplication, of the all Indebtedness (but excluding contingent obligations in respect of the items described in clauses (i) and (j) of the definition of “Indebtedness”) of the Borrower and its Restricted Subsidiaries calculated on a
        consolidated basis as of such date in accordance with GAAP.

       

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

       

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

       

      
        13

        
          


      

      “Covered Entity” means any of the following:

       

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

       

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

       

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

       

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

       

      “Credit Event” means a Borrowing, the issuance, amendment or extension of a Letter of Credit, an LC
        Disbursement or any of the foregoing.

       

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

       

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

       

      “Customer Draft” means the negotiable drafts issued by an Account Debtor in connection with a Customer
        Program.

       

      “Customer Program” means a program established between an Account Debtor and a bank or other financial
        institution pursuant to which such Account Debtor consolidates multiple invoices from a supplier into a single large payment and issues a negotiable draft to a Loan Party which draft is purchased from the Loan Party by such financial institution
        for an agreed upon purchase price.

       

      “Daily Simple RFR” means, for any day (an “RFR Interest
            Day”), an interest rate per annum equal to, for any RFR Loan denominated in (i) Pounds Sterling, SONIA for the day that is five (5) RFR Business Days prior to (A) if such RFR Interest Day is an RFR
        Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, (ii) Swiss Francs, SARON for the day that is five (5)
        RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, and (iii) Dollars,
        Daily Simple SOFR.

       

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

       

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

       

      
        14

        
          


      

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

       

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

       

      “Disposition” or “Dispose” means the sale, transfer,
        license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a division or otherwise) of any property by any Person (including any Sale and Leaseback Transaction and any issuance of Equity
        Interests by a Subsidiary of such 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 Amount” of any amount of any currency
          means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the
          purchase of Dollars with such Foreign Currency last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York City time) immediately preceding the
        date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with such Foreign Currency, as provided by such other publicly available information service which provides that
        rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as
        determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the
        Administrative Agent using any method of determination it deems appropriate in its sole discretion.

       

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

       

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

       

      
        15

        
          


      

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Environmental Liability” means any liability, contingent or otherwise (including any liability for
        damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Restricted Subsidiary (or, solely in the case of the usage of the term “Environmental Liability” in Section 9.03(c), any Subsidiary) directly or
        indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release
        or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

       

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

       

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

       

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

       

      
        16

        
          


      

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

       

      “ESG Amendment” has the meaning assigned to it in Section 2.24(a).

       

      “ESG Pricing Provisions” has the meaning assigned to it in Section 2.24(b).

       

      “ESOP” means a Plan that is intended to satisfy the requirements of Section 4975(e)(7) of the Code.

       

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

       

      “EURIBO Rate” means, with respect to any Term Benchmark Borrowing denominated in euro and for any
        Interest Period, the EURIBO Screen Rate, two (2) TARGET Days prior to the commencement of such Interest Period.

       

      “EURIBO Screen Rate” means the euro interbank
          offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the
          administrator) on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters as
          published at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period.  If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the
          relevant rate after consultation with the Borrower.

       

      “euro” and/or “€” means the single currency of the
        Participating Member States.

       

      “Event of Default” has the meaning assigned to such term in Section 7.01.

       

      “Excluded Accounts” has the meaning assigned to such term in the Security Agreement.

       

      
        17

        
          


      

      “Excluded Assets” means: (1) any fee-owned real property and all leasehold interests in real property
        (including that there shall be no requirements to deliver landlord lien waivers, estoppels and collateral access letters), (2) any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15
        U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act of an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that and solely
        during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (3) assets in respect of
        which pledges and security interests are (i) are prohibited or restricted by (A) any law or regulation or (B) any contractual obligation (including any requirement to obtain the consent of any third party) (other than the Borrower or any Restricted
        Subsidiary)) that, in the case of this clause (B), exists on the Effective Date or at the time the relevant Subsidiary Guarantor becomes a Subsidiary Guarantor and was not incurred in contemplation of its becoming a Subsidiary Guarantor (including
        pursuant to assumed Indebtedness so long as such Indebtedness is permitted to be assumed hereunder) (other than to the extent that such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 or other applicable
        provisions of the UCC of any relevant jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or termination of any such prohibitions, such assets shall
        automatically cease to constitute Excluded Assets, or (ii) would require a governmental (including regulatory) consent, approval, license or authorization in order to provide the lien that is required on the Effective Date or at the time the
        relevant Subsidiary Guarantor becomes a Subsidiary Guarantor, (4) Equity Interests in any entity other than Wholly-Owned Restricted Subsidiaries to the extent pledges thereof are not permitted by such entity’s organizational or joint venture
        documents (unless any such restriction would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law), (5) assets subject to
        certificates of title (other than motor vehicles subject to certificates of title; provided that perfection of security interests in such motor vehicles shall be limited to the filing of
        UCC financing statements), letter of credit rights (other than to the extent the security interest in such letter of credit right may be perfected by the filing of UCC financing statements) with a value of less than $10,000,000 and commercial tort
        claims with a value of less than $10,000,000, (6) any lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or
        invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a Subsidiary Guarantor) (other than (x) proceeds and receivables thereof, the
        assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, (y) to the extent that any such term has been waived or (z) to the extent that any such term would be rendered ineffective pursuant to Sections 9-406,
        9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or
        termination of any such term, such assets shall automatically cease to constitute Excluded Assets, (7) trust accounts, payroll accounts, custodial accounts, escrow accounts and other similar deposit or securities accounts (including any securities
        accounts used for permitted share repurchases and Excluded Accounts), (8) foreign assets (other than pledges of Pledge Subsidiaries not in excess of the relevant percentages set forth in Section 5.09(b)), (9) Equity Interests in Subsidiaries that
        are not Pledge Subsidiaries, or in Pledge Subsidiaries in excess of the relevant percentages set forth in Section 5.09(b), (10) those assets as to which the Administrative Agent and the Borrower reasonably agree that the cost, burden, difficulty or
        consequence of obtaining such a security interest or perfection thereof outweighs, or are excessive in relation to, the practical benefit to the Lenders of the security to be afforded thereby, (11) 794 shares of common stock of Dana Holding
        Corporation owned by the Borrower, and (12) Permitted Supply Chain Financing Receivables.  Notwithstanding the foregoing, Excluded Assets shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such
        proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets).

       

      “Excluded Subsidiary” means: (a) any CFC Holding Company or CFC, (b) any Subsidiary whose Equity
        Interests are owned directly or indirectly by a CFC Holding Company or a CFC and (c) any Unrestricted Subsidiary.

       

      
        18

        
          


      

      “Excluded Swap Obligation” means, with respect to any Loan Party, any Specified
        Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or
        any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes or would become
        effective with respect to such Specified Swap Obligation.  If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap
        Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

       

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

       

      “Existing Credit Agreement” means that certain Credit Agreement, dated as of October 28, 2015 (and
        amended on December 10, 2018 and March 4, 2022), between, among others, the Borrower and JPMorgan Chase Bank, N.A. as Administrative Agent.

       

      “Existing Letters of Credit” means the letters of credit listed in Schedule 2.06.

       

      “Existing Maturity Date” has the meaning assigned to it in Section 2.23(a).

       

      “Extending Lender” has the meaning assigned to it in Section 2.23(b).

       

      “Extended Maturity Date” has the meaning assigned to it in Section 2.23(a).

       

      “Extension Availability Period” means the period beginning on the Effective Date and ending on the five
        year anniversary thereof.

       

      “Extension Date” has the meaning assigned to it in Section 2.23(a).

       

      “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended
        or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and
        any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

       

      
        19

        
          


      

      “Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s
        federal funds transactions by depositary institutions, as determined in such manner as  shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate;
        provided that if the Federal Funds Effective Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.

       

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

       

      “Financial Officer” means the chief financial officer, principal accounting officer, treasurer or
        controller of the Borrower or any other Person designated as a “Financial Officer” by any of the foregoing officers in writing to the Administrative Agent and reasonably acceptable to the Administrative Agent.

       

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

       

      “First Lien Net Leverage Ratio” means the ratio, as of any date of determination, of (a)(x)
        Consolidated First Lien Indebtedness minus (y) Liquidity as of the last day of the most recently ended Test Period to (b) Consolidated EBITDA for the Test Period then most recently ended, in each case
        of the Borrower and its Restricted Subsidiaries on a consolidated basis.

       

      “First Tier Foreign Subsidiary” means each direct Foreign Subsidiary of any one or more of the Borrower
        and its Domestic Subsidiaries.

       

      “Fixed Incremental Amount” means, as of any date of determination, an amount equal to (a) the greater
        of (i) $168,000,000 and (ii) 100% of Consolidated EBITDA for the most recently ended Test Period less (b) the amount of any previous increase in the Revolving Commitments and Incremental Term Loans incurred in reliance on the Fixed Incremental
        Amount.

       

      “Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the
        execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the CDOR Rate, each Adjusted Daily Simple RFR or the Central Bank Rate, as
        applicable. For the avoidance of doubt, the initial Floor for each of the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the CDOR Rate, each Adjusted Daily Simple RFR or the Central Bank Rate
          shall be 0%.

       

      “Foreign Currencies” means Agreed Currencies other than Dollars.

       

      “Foreign Currency Letter of Credit” means a Letter of Credit denominated in a Foreign Currency.

       

      “Foreign Currency Payment Office” of the Administrative Agent shall mean, for each Foreign Currency,
        the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Borrower and each Lender.

       

      “Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and
        (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

       

      
        20

        
          


      

      “Foreign Subsidiary” means any Subsidiary which is not organized under the laws of a jurisdiction
        located in the United States of America.

       

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

       

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

       

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

       

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

       

      “Increasing Lender” has the meaning assigned to such term in Section 2.20.

       

      “Incremental Cap” means the sum of:

       

      (a)          the Fixed Incremental Amount, plus

       

      (b)        the amount of any voluntary prepayment of any Term Loan in accordance with Section 2.11(a) and/or the amount of any permanent reduction of any Revolving Commitment; provided that the
              relevant prepayment was not funded with the proceeds of any long-term Indebtedness, plus

       

      (c)        an unlimited amount so long as, in the case of this clause (c), after giving effect (including pro forma effect) to the relevant increase of the Revolving Commitment or Incremental Term Loans, the First Lien Net
              Leverage Ratio does not exceed 2.50 to 1.00, calculated on a pro forma basis, including to give effect to any Acquisition or other transaction
              consummated in connection therewith and the application of the proceeds thereof, and assuming a full drawing of any increase of Revolving Commitments or Incremental Term Loans incurred (but excluding the proceeds thereof for purposes of
              calculating the Liquidity component of the First Lien Net Leverage Ratio). Further, for the avoidance of doubt, Revolving Commitment increases and Incremental Term Loans may be incurred pursuant to this clause (c) prior to utilization of the
              amount set forth in clause (a) or clause (b) of this definition;

       

      
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      provided that:

       

      (i)         any Revolving Commitment increase and/or Incremental Term Loans may be incurred under one or more of clauses (a), (b) and (c) of this definition as selected by the Borrower in its sole discretion; and

       

      (ii)         if any Revolving Commitment increase and/or Incremental Term Loans is intended to be incurred or implemented in reliance on clause (c) of this definition and any other clause of this definition substantially
            concurrently in a single transaction or series of related transactions, (A) the permissibility of the portion of such Revolving Commitment increase and/or Incremental Term Loans to be incurred or implemented under clause (c) of this definition
            shall be calculated first without giving effect to any Revolving Commitment increase and/or Incremental Term Loans to be incurred or implemented in reliance on any other clause of this definition, but giving full pro forma effect to the use of
            proceeds of the entire amount of the loans and commitments that will be incurred or implemented at such time in reliance on such Revolving Commitment increase and/or Incremental Term Loans and the related transactions and (B) the permissibility
            of the portion of such Revolving Commitment increase and/or Incremental Term Loans to be incurred or implemented under the other applicable clauses of this definition shall be calculated thereafter.

       

      “Incremental Term Loan” has the meaning assigned to such term in Section 2.20.

       

      “Incremental Term Loan Amendment” has the meaning assigned to such term in Section 2.20.

       

      “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for
        borrowed money, (b) the principal amount of all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (excluding current accounts
        payable incurred in the ordinary course of business), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the
        deferred purchase price of property or services (excluding (x) accounts payable incurred in the ordinary course of business, (y) any earn-out, deferred or similar obligations until such obligation becomes a liability on the balance sheet of such
        Person in accordance with GAAP and if not paid after becoming due and payable and (z) expenses accrued in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing
        right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed; provided, that, if such Person has not assumed or otherwise become liable in
        respect of such Indebtedness, such obligations shall be deemed to be in an amount equal to the lesser of (i) the amount of such Indebtedness and (ii) the fair market value of such property at the time of determination (in the Borrower’s good faith
        estimate), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters
        of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all obligations of such Person under Sale and Leaseback Transactions.  The Indebtedness of any Person shall include the
        Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to
        the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness (including any Guarantees constituting Indebtedness) for which recourse is limited either to a specified amount or to an
        identified asset of such Person shall be deemed to be equal to the lesser of (x) such specified amount and (y) the fair market value of such identified asset as determined by such Person in good faith. Notwithstanding anything to the contrary in
        this definition, the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the
        respective seller, (iii) obligations under sale and leaseback transactions to the extent such obligations are not reflected as a liability on the consolidated balance sheet of the Borrower or (iv) obligations under any Swap Agreements.

       

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

       

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

       

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

       

      “Information” has the meaning assigned to such term in Section 9.12.

       

      “Information Memorandum” means the Confidential Information Memorandum dated May 2022 relating to the
        Borrower and the Transactions.

       

      “Interest Coverage Ratio” has the meaning assigned to such term in Section 6.13(b).

       

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

       

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

       

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

       

      
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      “IRS” means the United States Internal Revenue Service.

       

      “Issuing Bank” means (a) JPMorgan Chase Bank, N.A., Bank of America, N.A. and Wells Fargo Bank,
        National Association (in each case, through itself or through one of its designated affiliates or branch offices), each in its capacity as the issuer of Letters of Credit hereunder, and (b) with respect to the Existing Letters of Credit, JPMorgan
        Chase Bank, N.A., in each case together with its successors in such capacity as provided in Section 2.06(i).  Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in
        which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.  Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be
        a reference to the relevant Issuing Bank with respect thereto, and, further, references  herein to “the Issuing Bank” shall be deemed to refer to each of the Issuing Banks or the relevant Issuing Bank, as the context requires.

       

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

       

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

       

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

       

      “Lender Notice Date” has the meaning assigned to it in Section 2.23(b).

       

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

       

      “Lender-Related Person” has the meaning assigned to such term in Section 9.03(b).

       

      
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      “Lenders” means the Persons listed on Schedule 2.01 and
        any other Person that shall have become a Lender hereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or
        otherwise.  Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Bank.

       

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

       

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

       

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

       

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

       

      “Liquidity” means, as of any date of determination, the aggregate amount of unrestricted and
        unencumbered (other than Liens securing the Secured Obligations and Permitted Encumbrances) cash and Permitted Investments maintained by the Borrower and its Restricted Subsidiaries as of such date.

       

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

       

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

       

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

       

      “Local Time” means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement
        denominated in Dollars and (ii) local time in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local time shall mean (a) London, England time with respect to any Foreign Currency
        (other than euro and Canadian Dollars), (b) Brussels, Belgium time with respect to euro and (c) Toronto, Canada time with respect to Canadian Dollars, in each case of the foregoing clauses (a), (b) and (c) unless otherwise notified by the
        Administrative Agent).

       

      “Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.

       

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

       

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

       

      “Material Foreign Subsidiary” means each Foreign Subsidiary (i) which, as of the most recent fiscal
        quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial
        statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than five percent (5%) of Consolidated EBITDA for such period or (ii) which contributed greater
        than five percent (5%) of Consolidated Total Assets as of such date.

       

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

       

      “Material Intellectual Property” means intellectual property that is material to the business
        operations of the Borrower and its Restricted Subsidiaries taken as a whole.

       

      “Material Subsidiary” means a Material Domestic Subsidiary or a Material Foreign Subsidiary.

       

      “Maturity Date” means with respect to any Lender, the later of (i) June 1, 2027 and (ii) if the
        Maturity Date is extended for such Lender pursuant to Section 2.23, such extended Maturity Date as determined pursuant to such Section 2.23; provided, however,
        in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

       

      “Maximum Rate” has the meaning assigned to such term in Section 9.16.

       

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

       

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

       

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

       

      “Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(e).

       

      “Non-Extending Lender” has the meaning assigned to it in Section 2.23(b).

       

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

       

      “NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such
        day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are
        published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized
        standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than 0%, such rate shall be deemed to be 0%
        for purposes of this Agreement.

       

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

       

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

       

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

       

      
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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, Letter of Credit or Loan Document).

       

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

       

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

       

      “Overnight Rate” means, for any day, (a) with respect to any amount
        denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated in a Foreign Currency, an overnight rate determined by the Administrative Agent or the Issuing Bank, as the case may be, in
        accordance with banking industry rules on interbank compensation.

       

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

       

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

       

      “Participating Member State” means any member state of the European Union that has adopted the euro as
        its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.

       

      “Patriot Act” means the USA PATRIOT Act of 2001.

       

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

       

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

       

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

       

      “Permitted Acquisition” means any Acquisition, if, at the time of and immediately after giving effect
        thereto, (a) no Event of Default has occurred and is continuing or would arise immediately after giving effect (including giving effect on a pro forma basis) thereto, (b) the business of the Person whose Equity Interests are being acquired or the
        division or line of business being acquired or relating to the assets acquired is engaged in the same or a similar line of business as the Borrower and the Restricted Subsidiaries or business reasonably related thereto, (c) all actions required to
        be taken with respect to such acquired or newly formed Restricted Subsidiary under Section 5.09 shall have been taken or will be taken within the periods permitted under Section 5.09, (d) the Borrower and the Restricted Subsidiaries are in
        compliance, on a pro forma basis, with the covenants contained in Section 6.13 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such Acquisition (and any
        related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such
        compliance and if the aggregate consideration paid in respect of such Acquisition exceeds $25,000,000, the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower to such effect together with
        all relevant financial information, statements and projections reasonably requested by the Administrative Agent and (e) in the case of a merger or consolidation involving the Borrower or a Restricted Subsidiary, the Borrower or such Restricted
        Subsidiary is the surviving entity of such merger and/or consolidation.

       

      
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      “Permitted Encumbrances” means:

       

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

       

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

       

      (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social
        security or retirement benefits laws, to secure liability to insurance carriers under insurance of self-insurance arrangements or regulations or employment laws or to secure other public, statutory or regulatory regulations;

       

      (d) pledges and deposits to secure the performance of bids, trade contracts, government contracts, leases, statutory obligations, customer deposit
        and advances, surety, customs and appeal bonds, performance and completion bonds and other obligations of a like nature, in each case in the ordinary course of business, and Liens to secure letters of credit or bank guarantees supporting any of the
        foregoing;

       

      (e) judgment Liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k) or Liens securing appeal or surety bonds
        related to such judgments;

       

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

       

      (g) leases, licenses, subleases or sublicenses granted to third parties in the ordinary course of business and not interfering in any material
        respect with the ordinary conduct of business of the Borrower or any Restricted Subsidiary;

       

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

       

      (i) Liens on specific items of inventory or other goods (other than fixed or capital assets) and proceeds thereof of any Person
        securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of
        business;

       

      
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      (j) Liens
          and deposits in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business so long as such Liens only cover the related
          goods;

       

      (k) Liens encumbering reasonable customary initial deposits and
          margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

       

      (l) any interest or title of a landlord, lessor or sublessor under any lease of real estate or any Lien affecting solely the
        interest of the landlord, lessor or sublessor;

       

      (m)  purported Liens evidenced by the filing of precautionary UCC financing statements or similar filings relating to operating
        leases of personal property entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;

       

      (n) liens on the Borrower’s publicly-held stock which is held in trust for the Borrower’s ESOP; and

       

      (o) security given to a public utility or any municipality or Governmental Authority when required by such utility or authority
        in connection with the operations of that Person, in each case, in the ordinary course of business;

       

      provided that the term “Permitted
          Encumbrances” shall not include any Lien securing Indebtedness.

       

      “Permitted Investments” means:

       

      (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or
        by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America);

       

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

       

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

       

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

       

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

       

      (f) without duplication of clauses (a) through (e) above, cash equivalents as determined in accordance with GAAP;

       

      
        30

        
          


      

      (g) in the case of any Foreign Subsidiary, the cash and cash equivalents that are substantially equivalent in such jurisdiction to those described
        in clauses (a) through (f) above in respect of each country that is a member of the Organization for Economic Co-operation and Development;

       

      (h) shares of mutual funds whose investment guidelines restrict at least 95% of such funds’ investments to those satisfying the provisions of
        clauses (a) through (g) above; and

       

      (i) other short-term liquid investments approved in writing by the Administrative Agent.

       

      “Permitted Sale Leasebacks” means any Sale and Leaseback Transaction with respect to the sale, transfer
        or disposition of property consummated by the Borrower or any of its Restricted Subsidiaries after the Effective Date; provided that any such Sale and Leaseback Transaction (a) is not between the
        Borrower and a Subsidiary and (b) is, in each case, consummated for fair market value as determined at the time of consummation in good faith by the Borrower (which such determination may take into account any retained interest or other investment
        of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale and Leaseback Transaction).

       

      “Permitted Supply Chain Financing” means a supply-chain financing transaction whereby the Borrower or
        any of its Subsidiaries sells to a third-party purchaser all or a portion of the accounts receivable owing to the Borrower or such Subsidiary from a designated customer of the Borrower or such Subsidiary (but, for the avoidance of doubt, not a sale
        or sales of all accounts receivable of the Borrower or any of its Subsidiaries generally); provided that:

       

      (a)          such transaction shall be evidenced
            by a receivables purchase agreement or other similar documentation on terms and conditions customary for supply-chain financing arrangements;

       

      (b)          the proceeds of such sales are
            received in cash and are in an amount equal to the face value of the sold accounts receivable, net of a commercially reasonable and customary discount rate based on then current market conditions, in each case, in the reasonable judgment of the
            Borrower; and

       

      (c)          such sales are structured, and are
            intended to be treated, as true sales of accounts receivable without recourse to the Borrower or its Subsidiaries other than limited recourse typical of such transactions resulting from the breach of appropriate representations, warranties or
            covenants by the Borrower or any selling Subsidiary, as applicable, with respect to the sold accounts receivable; and

       

      “Permitted Supply Chain Financing Receivables” means any account receivable sold by the Borrower and/or
        any Subsidiary to a counterparty institution in connection with a Permitted Supply Chain Financing.

       

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

       

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

       

      “Plan Asset Regulations” means 29 CFR § 2510.3-101 et




          seq., as modified by Section 3(42) of ERISA, as amended from time to time.

       

      
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      “Pledge Subsidiary” means (i) each Domestic Subsidiary (other than CFC Holding Companies) and (ii) each
        First Tier Foreign Subsidiary which is a Material Foreign Subsidiary.

       

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

       

      “Prepayment Event” means:

       

      (a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Borrower or any
        Restricted Subsidiary made pursuant to Section 6.04(o); or

       

      (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property
        or asset of the Borrower or any Restricted Subsidiary; or

       

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

       

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

       

      “Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative,
        judicial or regulatory action or proceeding in any jurisdiction.

       

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

       

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

       

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

       

      “Qualifying Material Acquisition” means an Acquisition in which the aggregate consideration paid in
        connection with such Acquisition (including all cash consideration paid, all transaction costs incurred and all Indebtedness incurred or assumed in connection therewith, and the maximum amount payable under any earn-out obligations in connection
        therewith as reasonably calculated on the date of such Acquisition) equals or exceeds $100,000,000.

       

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

       

      
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      “Reference Time” with respect to any setting of the then-current Benchmark means (i) if such Benchmark
        is the Term SOFR Rate, 5:00 a.m., Chicago time, on the day that is two (2) Business Days preceding the date of such setting, (ii) if such Benchmark is the EURIBO Rate, 11:00 a.m., Brussels time
          two (2) TARGET Days preceding the date of such setting, (iii) if the RFR for such Benchmark is SONIA, then four (4) Business Days prior to such setting, (iv) if the RFR for such Benchmark is SARON, then five (5) Business Days prior to such
          setting, (v) if the RFR for such Benchmark is Daily Simple SOFR, then four (4) Business Days prior to such setting or (vi) if such Benchmark is none of the Term SOFR Rate, Daily Simple SOFR, the EURIBO Rate, SONIA or SARON, the time
        determined by the Administrative Agent in its reasonable discretion.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Relevant Governmental Body” means (i) with respect to a Benchmark
        Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board, the NYFRB and/or the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in
        each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Pounds Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any
        successor thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in euro, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor
        thereto, (iv) with respect to a Benchmark Replacement in respect of Loans denominated in Swiss Francs, the Swiss National Bank, or a committee officially endorsed or convened by the Swiss National Bank or, in each case, any successor thereto, and
        (v) with respect to a Benchmark Replacement in respect of Loans denominated in any other currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other
        supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1)
        the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

       

      “Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the
        Adjusted Term SOFR Rate, (ii) with respect to any Term Benchmark Borrowing denominated in euro, the Adjusted EURIBO Rate, (iii) with respect to any Term Benchmark Borrowing denominated in Canadian Dollars, the CDOR Rate or (iv) with respect to any
        RFR Borrowing denominated in Pounds Sterling, Swiss Francs or Dollars, the applicable Adjusted Daily Simple RFR, as applicable.

       

      
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      “Relevant Screen Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars,
        the Term SOFR Reference Rate, (ii) with respect to any Term Benchmark Borrowing denominated in euro, the EURIBO Screen Rate, or (iii) with respect to any Term Benchmark Borrowing denominated in Canadian Dollars, the CDOR Screen Rate, as applicable.

       

      “Required Lenders” means, subject to Section 2.22, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Section 7.02 or the Revolving Commitments terminating or expiring, Lenders having Credit Exposures and Unfunded Commitments representing more
        than 50% of the sum of the total Credit Exposures and Unfunded Commitments at such time; provided that, solely for purposes of declaring the Loans to be due and payable pursuant to Section
          7.02, the Unfunded Commitment of each Revolving Lender shall be deemed to be zero; and (b) for all purposes after the Loans become due and payable pursuant to Section 7.02 or the
          Revolving Commitments expire or terminate, Lenders having Credit Exposures representing more than 50% of the sum of the total Credit Exposures at such time, provided that, in the
          case of clauses (a) and (b) above, (x) the Revolving Credit Exposure of any Revolving Lender that is the Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable Percentage of all outstanding
          Swingline Loans, adjusted to give effect to any reallocation under Section 2.22 of the Swingline Exposures of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Lender shall be determined on the basis of its Revolving
          Credit Exposure excluding such excess amount and (y) for the purpose of determining the Required Lenders needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any Lender that is the
          Borrower or an Affiliate of the Borrower shall be disregarded.

       

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

       

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

       

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

       

      “Restricted Subsidiary” means, as to any Person, any subsidiary of such Person that is not an
        Unrestricted Subsidiary.  Unless otherwise specified, “Restricted Subsidiary” means any Restricted Subsidiary of the Borrower.

       

      “Reuters” means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.

       

      “Revolving Commitment” means, with respect to each Lender, the amount set forth on Schedule 2.01 opposite such Lender’s name under the heading “Revolving Commitment”, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of
        the New York UCC) contemplated hereby pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable, and giving effect to (a) any reduction in such amount from time to time pursuant to Section 2.09, (b) any increase or
        extension from time to time pursuant to Section 2.20 or 2.23 and (c) any reduction or increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04; provided
        that at no time shall the Revolving Credit Exposure of any Lender exceed its Revolving Commitment.  The initial aggregate amount of the Revolving Commitments on the Effective Date is $400,000,000.

       

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

       

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

       

      “Revolving Loan” means a Loan made by a Revolving Lender pursuant to Section 2.01(a).

       

      “RFR” means, for any RFR Loan denominated in (a) Pounds Sterling, SONIA, (b) Swiss Francs, SARON and
        (c) Dollars, Daily Simple SOFR, and when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the applicable Adjusted Daily Simple RFR.

       

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

       

      “RFR Business Day” means, for any Loan denominated in (a) Pounds Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London, (b) Swiss Francs, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for the
        settlement of payments and foreign exchange transactions in Zurich and (c) Dollars, a U.S. Government Securities Business Day.

       

      “RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “SARON” means, with respect to any Business Day, a rate per annum equal to the Swiss Average Rate Overnight for such Business Day published by the SARON Administrator on the SARON Administrator’s Website.

       

      “SARON Administrator” means the SIX Swiss Exchange AG (or any successor administrator of the Swiss Average Rate Overnight).

       

      “SARON Administrator’s Website” means SIX Swiss Exchange AG’s website, currently at
        https://www.six-group.com, or any successor source for the Swiss Average Rate Overnight identified as such by the SARON Administrator from time to time.

       

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

       

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

       

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

       

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

       

      “Security Agreement” means that certain Pledge and Security Agreement (including any and all
        supplements thereto), dated as of the Effective Date, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge or security agreement entered into after
        the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the same may be amended, restated, supplemented or otherwise modified from time to time.

       

      “SLL Principles” has the meaning assigned to it in Section 2.24(b).

       

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

       

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

       

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

       

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

       

      “Solvent” means, as to any Person as of 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 saleable value of such Person is not
        less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent 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, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a
        business or a transaction, for which such Person’s property would constitute an unreasonably small capital.  The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances
        existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

       

      “SONIA” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index
        Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.

       

      “SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling
        Overnight Index Average).

       

      “SONIA Administrator’s Website” means the Bank of England’s website, currently at
        http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

       

      “Specified Ancillary Obligations” means all obligations and liabilities (including interest and fees
        accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of any of the Subsidiaries, existing on the Effective Date or arising thereafter,
        direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, to the Lenders or any of their Affiliates under any Swap
        Agreement or any Banking Services Agreement; provided that the definition of “Specified Ancillary Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security
        interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

       

      “Specified Spreads” has the meaning assigned to it in Section 2.24(b).

       

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

       

      
        37

        
          


      

      “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the
        number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to
        which the Administrative Agent is subject with respect to the Adjusted EURIBO Rate for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio or analogous requirement of any central
        banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans.  Such reserve percentage shall include those imposed pursuant to Regulation D.  Term Benchmark Loans shall be deemed to
        constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. 
        The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

       

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

       

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

       

      “subsidiary” means, with respect to any Person (the “parent”)





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

       

      “Subsidiary” means any subsidiary of the Borrower.

       

      “Subsidiary Guarantor” means each Material Domestic Subsidiary that is a party to the Subsidiary
        Guaranty.  The Subsidiary Guarantors on the Effective Date are identified as such in Schedule 3.01 hereto.

       

      “Subsidiary Guaranty” means that certain Guaranty dated as of the Effective Date (including any and all
        supplements thereto) and executed by each Subsidiary Guarantor, as amended, restated, supplemented or otherwise modified from time to time.

       

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

       

      “Sustainability Assurance Provider” has the meaning assigned to it in Section 2.24(a).

       

      “Sustainability Structuring Agent” means J.P. Morgan Securities LLC, in its capacity as Sustainability
        Structuring Agent in connection with the credit facility provided under this Agreement.

       

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

       

      
        38

        
          


      

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

       

      “Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans
        outstanding at such time.  The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the aggregate principal amount of all Swingline Loans outstanding at such time (excluding, in the case of any Lender
        that is a Swingline Lender, Swingline Loans made by it that are outstanding at such time to the extent that the other Lenders shall not have funded their participations in such Swingline Loans), adjusted to give effect to any reallocation under
        Section 2.22 of the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the case of any Lender that is a Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Lender outstanding at such time,
        less the amount of participations funded by the other Revolving Lenders in such Swingline Loans.

       

      “Swingline Lender” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or
        affiliates), in its capacity as the lender of Swingline Loans hereunder.

       

      “Swingline Loan” means a Loan made pursuant to Section 2.05.

       

      “Swingline Sublimit” means $25,000,000.

       

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

       

      “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), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

       

      “Term Benchmark”, when used in reference to any Loan or Borrowing, means that such Loan, or the Loans
        comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, or the CDOR Rate.

       

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

       

      “Term Loan Commitment” means (a) with respect to any Term Lender, the amount set forth on Schedule 2.01 opposite such Lender’s name under the heading “Term Loan Commitment”, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of
        the New York UCC) contemplated hereby pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable, and giving effect to (i) any reduction in such amount from time to time pursuant to Section 2.09 and (ii) any reduction
        or increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (b) as to all Term Lenders, the aggregate commitments of all Term Lenders to make Term Loans.  After advancing the Term Loan,
        each reference to a Term Lender’s Term Loan Commitment shall refer to that Term Lender’s Applicable Percentage of the Term Loans.  The initial aggregate amount of the Term Loan Commitments on the Effective Date is $100,000,000.

       

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

       

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

       

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

       

      “Term SOFR Reference Rate” means, for any day and time (such day, the “Term




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

       

      “Test Period” means, as of any date, the period of four consecutive fiscal quarters then most recently
        ended for which financial statements under Section 5.01(a) or Section 5.01 (b), as applicable, have been delivered (or are required to have been delivered) (or, if prior to the date of the delivery of the first financial statements to be delivered
        pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)).

       

      “Total Net Leverage Ratio” means the ratio, as of any date of determination, of (a)(x) Consolidated
        Total Indebtedness minus (y) Liquidity as of the last day of the most recently ended Test Period to (b) Consolidated EBITDA for the Test Period then most recently ended, in each case of the Borrower and
        its Restricted Subsidiaries on a consolidated basis.

       

      “Total Revolving Credit Exposure” means, at any time, the sum of (a) the outstanding principal amount
        of the Revolving Loans and Swingline Loans at such time and (b) the total LC Exposure at such time.

       

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

       

      “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such
        Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the CDOR Rate, the Adjusted Daily Simple RFR, the Alternate Base Rate, the Canadian Prime Rate or the Central Bank
        Rate.

       

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

       

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

       

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

       

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

       

      “Unfunded Commitment” means, with respect to each Revolving Lender, the Revolving Commitment of such
        Lender less its Revolving Credit Exposure.

       

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

       

      “Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are
        contingent in nature or unliquidated at such time, including any Secured Obligation that is:  (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee)
        that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

       

      “Unrestricted Subsidiary” means any (a) subsidiary of the Borrower that is listed on Schedule 5.11 hereto or designated by the Borrower as an Unrestricted Subsidiary after the Effective Date pursuant to Section 5.11 and (b) any subsidiary of any
        Person described in clause (a) above.

       

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

       

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

       

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

       

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

       

      “Wholly-Owned Restricted Subsidiary” means any Restricted Subsidiary one hundred percent (100%) of the
        outstanding Equity Interests of which (other than (x) directors’ qualifying shares and (y) shares of capital stock of Foreign Subsidiaries issued to foreign nationals as required by applicable law) is at the time owned by the Borrower or by one or
        more wholly owned Subsidiaries of the Borrower.

       

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

       

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

       

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




            a “Term Benchmark Loan” or an “RFR Loan”) or by Class and Type (e.g., a “Term Benchmark Revolving Loan” or an “RFR Revolving Loan”).  Borrowings also may be classified and referred to by Class (e.g., a
            “Revolving Borrowing”) or by Type (e.g., a “Term Benchmark Borrowing” or an “RFR Borrowing”) or by Class and Type (e.g., a “Term Benchmark Revolving Borrowing” or an “RFR Revolving Borrowing”).

       

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

       

      
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      SECTION 1.04.     Accounting Terms; GAAP; Pro Forma Calculations.  (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with
              GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date
              hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of
              whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become
              effective until such notice shall have been withdrawn or such provision  amended in accordance herewith.  Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and
              all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards
              Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness under
              Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as
              described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.  Notwithstanding anything to the contrary contained in this Section 1.04(a) or in the definition of “Capital Lease
              Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require
              treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall
              not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

       

      (b)  All pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine
        whether such acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by
        any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the applicable Test Period, and, to
        the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in
        accordance with Article 11 of Regulation S-X under the Securities Act and (ii) in the case of any acquisition (including pursuant to a merger or consolidation), may reflect pro forma adjustments for cost synergies and/or cost savings (net of
        continuing associated expenses, and without duplication of any amounts that are otherwise included or added back in computing Consolidated EBITDA in accordance with the definition of such term) that the Borrower reasonably determines are probable
        based upon specifically identified actions to be taken within twelve months of the date of consummation of such acquisition, provided that (A) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the
        Borrower, certifying the specific actions to be taken, the cost savings to be achieved from each such action, that such cost savings have been determined to be probable and the amount, if any, of any continuing associated expenses in connection
        therewith), together with reasonably detailed evidence in support thereof, (B) the aggregate amount of adjustments in respect of cost synergies for any period being tested shall not exceed 5% of Consolidated EBITDA for such period (calculated prior
        to giving effect to any adjustments in respect of cost synergies) and (C) if any cost synergies and/or projected cost savings, as applicable, included in any pro forma calculations shall at any time cease to be determined by such Financial Officer
        to be probable, or shall not have been realized within 365 days of the consummation of such acquisition, then on and after such time pro forma calculations required to be made hereunder shall not reflect such cost synergies and/or projected cost
        savings, as applicable. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable
        rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

       

      
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      SECTION 1.05.      Interest Rates; Benchmark Notification.  The interest rate on a Loan denominated in Dollars or a Foreign Currency may be derived from an interest rate benchmark that may be
            discontinued or is, or may in the future become, the subject of regulatory reform.  Upon the occurrence of a Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest.  The Administrative
            Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to
            any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the
            same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability.  The Administrative Agent and its affiliates
            and/or other related entities may engage in transactions that affect the calculation of any  interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant
            adjustments thereto, in each case, in a manner adverse to the Borrower.  The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component
            thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or
            indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided
            by any such information source or service.

       

      SECTION 1.06.    Status of Obligations.  In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Borrower shall take or
            cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative
            Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.  Without limiting the foregoing, the
            Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated
            Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies
            available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

       

      SECTION 1.07.      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 Amount of the stated amount of such Letter of Credit available to be
          drawn at such time; provided that, with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases
          in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Amount of the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available
          to be drawn at such time.

       

      SECTION 1.08.      Divisions.  For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset,
          right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person
          comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

       

      
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      SECTION 1.09.      Exchange Rates; Currency Equivalents.

       

      (a)         The Administrative Agent or the Issuing Bank, as applicable, shall determine the Dollar Amount of Term Benchmark Borrowings, RFR Borrowings or Letters of Credit denominated in Foreign Currencies.  Such Dollar Amount shall become
            effective as of such Computation Date and shall be the Dollar Amount of such amounts until the next Computation Date to occur.  Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants
            hereunder or except as otherwise provided herein, the applicable amount of any Agreed Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Amount as so determined by the Administrative Agent or the Issuing Bank,
            as applicable.

       

      (b)        Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR 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 Borrowing, Loan or Letter of Credit is denominated in a Foreign Currency, such amount shall be the Dollar Amount of such amount (rounded to the nearest unit of such Foreign Currency,
            with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as the case may be.

       

      ARTICLE II

       

      The Credits

       

      SECTION 2.01.     Commitments.  Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrower in Agreed
            Currencies from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section
            2.10(a)) in, subject to Sections 2.04 and 2.11(b), (i) the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the Dollar Amount of the Total Revolving Credit Exposure exceeding the
            aggregate Revolving Commitments and (b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Borrower in Dollars on the Effective Date, in an amount equal to such Lender’s Term Loan
            Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent.  Within the foregoing limits and subject to the terms and conditions set
            forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.  Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

       

      SECTION 2.02.      Loans and Borrowings.  (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the applicable
            Lenders ratably in accordance with their respective Commitments of the applicable Class.  The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided
            that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.  Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05.  The
            Term Loans shall amortize as set forth in Section 2.10.

       

      
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      (b)         Subject to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised (i) in the case of Borrowings in Dollars, entirely of ABR Loans or Term Benchmark Loans and (ii) in the
              case of Borrowings in any other Agreed Currency, entirely of Term Benchmark Loans or RFR Loans, as applicable, in each case of the same Agreed Currency, as the Borrower may request in accordance herewith; provided that each ABR Loan
              shall only be made in Dollars.  Each Swingline Loan shall be an ABR Loan.  Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate,
              the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in
              accordance with the terms of this Agreement.

       

      (c)         At the commencement of each Interest Period for any Term Benchmark Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Dollar Amount of $250,000
              and not less than the Dollar Amount of $1,000,000.  At the time that each ABR Revolving Borrowing or RFR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Dollar Amount of $500,000
              and not less than the Dollar Amount of $1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments or that is required to finance
              the reimbursement of an LC Disbursement as contemplated by Section 2.06(e).  Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $500,000.  Borrowings of more than one Type and Class may be
              outstanding at the same time; provided that there shall not at any time be more than a total of fourteen (14) Term Benchmark Borrowings or RFR Borrowings outstanding.

       

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

       

      SECTION 2.03.     Requests for Borrowings.  To request a Borrowing, the Borrower shall notify the Administrative Agent of such request (a) by irrevocable written notice (via a written Borrowing
            Request signed by a Responsible Officer of the Borrower) (i) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing,
            (ii) in the case of a Term Benchmark Borrowing denominated in euro or Canadian Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (iii) in the case of an RFR Borrowing
            denominated in Pounds Sterling, not later than 11:00 a.m., New York City time, five (5) RFR Business Days before the date of the proposed Borrowing and (iv) in the case of an RFR Borrowing denominated in Swiss Francs, not later than 11:00 a.m.,
            New York City time, five (5) RFR Business Days before the date of the proposed Borrowing or (b) by irrevocable written notice (via a written Borrowing Request signed by a Responsible Officer of the Borrower) in the case of an ABR Borrowing, not
            later than 11:00 a.m., New York City time, on the date of the proposed Borrowing.  Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

       

      (i)          the Agreed Currency and the aggregate principal amount of the requested Borrowing;

       

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

       

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

       

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

       

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

       

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

       

      SECTION 2.04.      Determination of Dollar Amounts.  The Administrative Agent will determine the Dollar Amount of:

       

      (a)        any Loan denominated in a Foreign Currency, on each of the following: (i) the date of the Borrowing of such Loan and (ii)(A) with respect to any Term Benchmark Loan, each date of a conversion or continuation of such Loan pursuant to the
            terms of this Agreement and (B) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding
            day in such month, then the last day of such month),

       

      (b)         any Letter of Credit denominated in a Foreign Currency, on each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such
            Letter of Credit that has the effect of increasing the face amount thereof, and

       

      (c)          any Credit Event, on any additional date as the Administrative Agent may determine at any time when an Event of Default exists.

       

      Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is herein described as a
        “Computation Date” with respect to each Credit Event for which a Dollar Amount is determined on or as of such day.

       

      SECTION 2.05.      Swingline Loans.   (a) Subject to the terms and conditions set forth herein, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans in Dollars to the
            Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Sublimit, (ii)
            the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment or (iii) the Dollar Amount of the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments; provided that the Swingline Lender
            shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

       

      
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      (b)        To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible
            Officer of the Borrower), not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan.  Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested
            date (which shall be a Business Day) and amount of the requested Swingline Loan.  The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower.  The Swingline Lender shall make each Swingline
            Loan available to the Borrower by means of a credit to an account of the Borrower with the Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided
            in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

       

      (c)          The Swingline Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations in all or a portion of the Swingline Loans outstanding.  Such
              notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate.  Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such
              notice such Lender’s Applicable Percentage of such Swingline Loan or Loans.  Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such
              notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New
              York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans.  Each Revolving Lender acknowledges
              and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a
              Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each Revolving Lender shall comply with its obligation under this paragraph
              by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and
              the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders.  The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to
              this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of
              the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative
              Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such
              payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason.  The purchase of participations in a
              Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

       

      (d)          The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender.  The Administrative Agent shall notify the Revolving
            Lenders of any such replacement of the Swingline Lender.  At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). 
            From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and
            (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require.  After the replacement
            of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to
            its replacement, but shall not be required to make additional Swingline Loans.

       

      
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      (e)          Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as a Swingline Lender at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the
            Revolving Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.05(d) above.

       

      SECTION 2.06.      Letters of Credit.  (a) General.  Subject to the terms and conditions set forth herein, the Borrower may request the Issuing Bank to issue Letters of Credit denominated in
            Agreed Currencies as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability
            Period.

       

      (b)        Notice of Issuance, Amendment, Extension; Certain Conditions.  To request the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the Borrower
              shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of
              issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of
              issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency
              applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit.  In addition, as a condition to any such Letter of Credit issuance, the
              Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the Issuing Bank and using
              the Issuing Bank’s standard form (each, a “Letter of Credit Agreement”).  In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms
              and conditions of this Agreement shall control.  A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that),
              after giving effect to such issuance, amendment or extension subject to Sections 2.04 and 2.11(b), (i) the Dollar Amount of the LC Exposure shall not exceed $25,000,000, (ii) the Dollar Amount of the Total Revolving Credit Exposure shall not
              exceed the aggregate Revolving Commitments, (iii) the Dollar Amount of each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Revolving Commitment and (iv) the Dollar Amount of the aggregate face amount of all Letters of
              Credit issued and then outstanding by any Issuing Bank shall not exceed such Issuing Bank’s Applicable LC Sublimit.

       

      The Issuing Bank shall not be under any obligation to issue any Letter of Credit if:

       

      (i)            any order,
            judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank shall prohibit, or require that the
            Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which
            the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank
            in good faith deems material to it; or

       

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

       

      (c)          Expiration Date.  Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the
              earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, one year after such extension) and (ii) the date that is five (5) Business Days prior
              to the Maturity Date; provided that any Letter of Credit with a one-year tenor may contain customary automatic extension provisions agreed upon by the Borrower and the Issuing Bank that provide for the extension thereof for additional
              one-year periods (which shall in no event extend beyond the date referenced in clause (ii) above), subject to a right on the part of the Issuing Bank to prevent any such extension from occurring by giving notice to the beneficiary in advance
              of any such extension.

       

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

       

      (e)          Reimbursement.  If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent
              an amount in the currency of such LC Disbursement equal to such LC Disbursement not later than 12:00 noon, Local Time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to
              10:00 a.m., Local Time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediately following the day that the Borrower
              receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower may, subject to the conditions to
              borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing, a Term Benchmark Revolving Borrowing or a
              Swingline Loan in Dollars in an amount equal to such LC Disbursement or (ii) to the extent that such LC Disbursement was made in a Foreign Currency, a Term Benchmark Revolving Borrowing or an RFR Revolving Borrowing in such Foreign Currency
              in an amount equal to such LC Disbursement and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Term Benchmark Revolving
              Borrowing, RFR Revolving Borrowing or Swingline Loan, as applicable.  If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due
              from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof.  Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due
              from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative
              Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders.  Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative
              Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
              appear.  Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan
              and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

       

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

       

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

       

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

       

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

       

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

       

      (j)          Cash Collateralization.  If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders
              (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit
              in an account or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 103% of the LC Exposure in the
              applicable currencies as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and
              payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h) or 7.01(i).  The Borrower also shall deposit cash collateral pursuant to this paragraph
              as and to the extent required by Section 2.11(b).  Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations.  In addition, and without limiting the foregoing or Section
              2.06(c), if any LC Exposure remains outstanding after the expiration date specified in Section 2.06(c), the Borrower shall immediately deposit into the LC Collateral Account an amount in cash equal to 103% of such LC Exposure as of such date
              plus any accrued and unpaid interest thereon.  The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.  Other than any interest earned on the investment of
              such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such investments
              shall accumulate in such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs and customary
              processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to
              the consent of Revolving Lenders with LC Exposure  representing greater than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations.  If the Borrower is required to provide an amount of cash collateral hereunder as a
              result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

       

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

       

      (l)          Existing Letters of Credit.  Each Existing Letter of Credit shall be deemed to be a Letter of Credit issued for the account of the Borrower on the Effective Date (whether or not the
              Borrower was the applicant with respect thereto or otherwise responsible for  reimbursement obligations with respect thereto prior to the Effective Date) under this Agreement and all the provisions of this Agreement shall apply to such
              Existing Letter of Credit as being a Letter of Credit issued hereunder by the applicable Issuing Bank, without need for further any action by the Borrower or any other Person.

       

      SECTION 2.07.      Funding of Borrowings.  (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of immediately available funds (i) in
            the case of Loans denominated in Dollars, by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in the case of each Loan denominated in a
            Foreign Currency, by 12:00 noon, Local Time, in the city of the Administrative Agent’s Foreign Currency Payment Office for such currency and at such Foreign Currency Payment Office for such currency; provided that (i) Term Loans shall
            be made as provided in Section 2.01(b) and (ii) Swingline Loans shall be made as provided in Section 2.05.  Except in respect of the provisions of this Agreement covering the reimbursement of Letters of Credit, the Administrative Agent will
            make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to (x) an account of the Borrower maintained with the Administrative Agent in New York City or Chicago
            and designated by the Borrower in the applicable Borrowing Request, in the case of Loans denominated in Dollars and (y) an account of the Borrower in the relevant jurisdiction and designated by the Borrower in the applicable Borrowing Request,
            in the case of Loans denominated in a Foreign Currency; provided that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing
            Bank.

       

      
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      (b)         Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or in the case of an ABR Borrowing, prior to 12:00 noon, New York City time, on the date of such Borrowing) that such
            Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section
            and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable
            Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but
            excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the applicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
            compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans, or in the case of Foreign Currencies, in accordance with such market practice, in each case, as applicable.  If such Lender pays such amount to the
            Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

       

      SECTION 2.08.     Interest Elections.  (a) Each Borrowing initially shall be of the Type and Agreed Currency specified in the applicable Borrowing Request and, in the case of a Term Benchmark
            Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark
            Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably
            among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.  This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

       

      (b)        To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election (by irrevocable written notice via an Interest Election Request signed by a Responsible Officer of the Borrower) by the
            time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.  Notwithstanding any contrary provision
            herein, this Section shall not be construed to permit the Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Term Benchmark Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to a
            Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made.

       

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

       

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

       

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

       

      
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      (iii)      whether the resulting Borrowing is to be an ABR Borrowing (in the case of Borrowings denominated in Dollars), a Term Benchmark Borrowing or an RFR Borrowing; and

       

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

       

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

       

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

       

      (e)          If the Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing denominated in Dollars prior to the end of the Interest Period applicable thereto,
              then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be deemed to have an Interest Period that is one (1) month.  If the Borrower fails to deliver a timely and complete Interest
              Election Request with respect to a Term Benchmark Borrowing denominated in a Foreign Currency prior to the end of the Interest Period therefor, then, unless such Term Benchmark Borrowing is repaid as provided herein, the Borrower shall be
              deemed to have selected that such Term Benchmark Borrowing shall automatically be continued as a Term Benchmark Borrowing in its original Agreed Currency with an Interest Period of one month at the end of such Interest Period. 
              Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is
              continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, (x) each Term Benchmark Borrowing and each RFR Borrowing, in each case denominated in Dollars shall be converted to
              an ABR Borrowing (in the case of a Term Benchmark Borrowing) at the end of the Interest Period applicable thereto or (in the case of an RFR Borrowing) on the next Interest Payment Date in respect thereof, (y) each Term Benchmark Borrowing
              denominated in Canadian Dollars shall be converted to a Loan that bears interest at the Canadian Prime Rate plus the Applicable Rate applicable to ABR Revolving Loans at the end of the Interest Period applicable thereto and (z) each
              Term Benchmark Borrowing and each RFR Borrowing, in each case denominated in a Foreign Currency other than Canadian Dollars shall bear interest at the Central Bank Rate for the applicable Agreed Currency plus the CBR Spread; provided
              that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding affected Term
              Benchmark Loans or RFR Loans denominated in any Foreign Currency shall either be (A) converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) at the end of the Interest Period, as
              applicable, therefor or (B) prepaid at the end of the applicable Interest Period, as applicable, in full; provided that if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after
              receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower shall be deemed to have elected clause (A) above.

       

      SECTION 2.09.      Termination and Reduction of Commitments.  (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 3:00 p.m. (New York City time) on the Effective Date
            and (ii) all other Commitments shall terminate on the Maturity Date.

       

      
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      (b)        The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is
              an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11,
              (A) the Dollar Amount of any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Dollar Amount of the Total Revolving Credit Exposure would exceed the aggregate Revolving Commitments.

       

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

       

      SECTION 2.10.          Repayment and Amortization of Loans; Evidence of Debt.  (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of
            each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date in the currency of such Loan and (ii) to the Administrative Agent for the account of the Swingline Lender the then unpaid principal amount of
            each Swingline Loan on the earlier of the Maturity Date and the fifth (5th) Business Day after such Swingline Loan is made; provided that on
            each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.  The
            Borrower shall repay Term Loans on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(a) and Section 2.11(d)):

       
        	 	
                Date

              	
                Amount

              
	 	
                September 30, 2022

              	
                $1,250,000

              
	 	
                December 31, 2022

              	
                $1,250,000

              
	 	
                March 31, 2023

              	
                $1,250,000

              
	 	
                June 30, 2023

              	
                $1,250,000

              
	 	
                September 30, 2023

              	
                $1,250,000

              
	 	
                December 31, 2023

              	
                $1,250,000

              
	 	
                March 31, 2024

              	
                $1,250,000

              
	 	
                June 30, 2024

              	
                $1,250,000

              
	 	
                September 30, 2024

              	
                $1,250,000

              
	 	
                December 31, 2024

              	
                $1,250,000

              
	 	
                March 31, 2025

              	
                $1,250,000

              
	 	
                June 30, 2025

              	
                $1,250,000

              
	 	
                September 30, 2025

              	
                $1,250,000

              
	 	
                December 31, 2025

              	
                $1,250,000

              
	 	
                March 31, 2026

              	
                $1,250,000

              
	 	
                June 30, 2026

              	
                $1,250,000

              
	 	
                September 30, 2026

              	
                $2,500,000

              
	 	
                December 31, 2026

              	
                $2,500,000

              
	 	
                March 31, 2027

              	
                $2,500,000

              


      

      

      

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

       

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

       

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

       

      (d)         The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein;
              provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations (including, without limitation, the obligation of the Borrower to repay
              the Loans in accordance with the terms of this Agreement).

       

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

       

      SECTION 2.11.      Prepayment of Loans.

       

      (a)         The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). 
              The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Revolving
              Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, (y) in the case of prepayment of a Term Benchmark Revolving Borrowing denominated in euro, Japanese Yen or
              Canadian Dollars, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment and (z) in the case of prepayment of an RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) RFR Business
              Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than
              2:00 p.m., New York City time, on the date of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a
              notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
              Section 2.09.  Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be
              permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.  Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each
              voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan
              Borrowing shall be applied in accordance with Section 2.11(d).  Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) any break funding payments required by Section 2.16.

       

      
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      (b)       If at any time, (i) other than as a result of fluctuations in currency exchange rates, the aggregate principal Dollar Amount of the Total Revolving Credit Exposure (calculated, with respect to those Credit Events denominated in Foreign
            Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (ii) solely as a result of fluctuations in currency exchange rates, the aggregate principal Dollar Amount
            of the Total Revolving Credit Exposure (so calculated) exceeds 105% of the aggregate Revolving Commitments, the Borrower shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the
            Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of the Total Revolving Credit Exposure (so calculated) to be less than or equal to the aggregate
            Revolving Commitments.

       

      (c)          In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall,
              within five Business Days (in the case of any event described in clause (a) or clause (b) of the definition of the term “Prepayment Event”) or one Business Day (in the case of any event described in clause (c) of the definition of the term
              “Prepayment Event”) after such Net Proceeds are received, prepay the Term Loans as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in
              clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower or its relevant Restricted Subsidiaries intend
              to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to acquire (or replace, lease, improve or rebuild) real property, equipment or other tangible
              assets (excluding inventory) to be used in the business of the Borrower and/or its Restricted Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this Section 2.11(c)
              in respect of the Net Proceeds specified in such certificate; provided further that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365-day period (or within a period of 180 days
              thereafter if by the end of such initial 365‐day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with an unaffiliated third party to acquire (or replace, lease, improve or rebuild) such assets
              with such Net Proceeds), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied; provided, further, that the Borrower shall not be required to make a prepayment
              pursuant to this Section 2.11(c) in respect of any event described in clause (a) or (b) of the definition of the term “Prepayment Event” during any fiscal year unless and until the aggregate amount of Net Proceeds received as a result of such
              events during such fiscal year exceeds $10,000,000.

       

      (d)          All such amounts pursuant to Section 2.11(c) shall be applied to prepay the Term Loans in the inverse order of maturity.

       

      SECTION 2.12.      Fees.  (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the
            average daily amount of the Available Revolving Commitment of any Lender that is not a Defaulting Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates.  Accrued
            commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on
            which the Revolving Commitments terminate shall be payable on demand.  All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day
            of each period but excluding the date on which the Revolving Commitments terminate).

       

      
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      (b)         The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in each outstanding Letter of Credit,
              which shall accrue on the Dollar Amount of the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans,
              during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure and
              (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the Dollar Amount of the daily maximum stated amount then available to be drawn under such Letter of Credit, during the period
              from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the
              issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of the Issuing Bank relating the Letters of Credit as from time to time in effect.  Participation fees and fronting fees
              accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth (15th) day
              following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the
              date on which the Revolving Commitments terminate shall be payable on demand.  Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand.  All participation fees and fronting fees
              shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  Participation fees and fronting fees in respect of Letters of Credit
              denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in Dollars in the Dollar Amount thereof.

       

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

       

      (d)       All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees
            payable to it) for distribution, in the case of commitment fees and participation fees, to the applicable Lenders.  Fees paid shall not be refundable under any circumstances.

       

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

       

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

       

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

       

      
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      (d)         Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount
            shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or
            (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

       

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

       

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

       

      (g)       Interest in respect of Loans denominated in Dollars shall be paid in Dollars, and interest in respect of Loans denominated in a Foreign Currency shall be paid in such Foreign Currency.

       

      SECTION 2.14.      Alternate Rate of Interest.

       

      (a)          Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.14, if:

       

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

       

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

       

      
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      then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter
        and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in
        accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, any Interest Election Request that requests the conversion of any
        Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for
        (x) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.14(a)(i) or (ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings
        also is the subject of Section 2.14(a)(i) or (ii) above, (B) for Loans denominated in Canadian Dollars, any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Term
        Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for a Loan that bears interest at the Canadian Prime
        Rate plus the Applicable Rate applicable to ABR Revolving Loans and (C) for Loans denominated in a Foreign Currency other than Canadian Dollars, any Interest Election Request that requests the
        conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing or an RFR Borrowing, in each case, for the relevant Benchmark, shall be ineffective;
        provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then all other Types of Borrowings shall be permitted.  Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on
        the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies
        the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a
        new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day
        is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.14(a)(i) or
        (ii) above or (y) an ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 2.14(a)(i) or (ii) above, on such day, (B) for Term Benchmark Loans denominated in Canadian Dollars, on the last day of the Interest
        Period applicable to such Term Benchmark Loan (or the next succeeding Business Day if such day is not a Business Day) such Term Benchmark Loan shall be converted by the Administrative Agent to, and shall constitute, a Loan that bears interest at
        the Canadian Prime Rate plus the Applicable Rate applicable to ABR Revolving Loans and (C) for Loans denominated in a Foreign Currency other than Canadian Dollars, (1) any Term Benchmark Loan shall, on
        the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be
        determined, any outstanding affected Term Benchmark Loans denominated in such Foreign Currency shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in such Foreign Currency shall be deemed to be a Term Benchmark Loan denominated in
        Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Foreign Currency plus the CBR
        Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency
        cannot be determined, any outstanding affected RFR Loans denominated in any Foreign Currency, at the Borrower’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the
        Dollar Amount of such Foreign Currency) immediately or (B) be prepaid in full immediately.

       

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

       

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

       

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

       

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

       

      
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      (f)          Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion
              to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing
              denominated in Dollars into a request for a Borrowing of or conversion to (A) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark Transition Event or (B) an
              ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition Event or (y) any Term Benchmark Borrowing or RFR Borrowing denominated in a Foreign Currency shall be ineffective.  During any
              Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used
              in any determination of ABR.  Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a
              Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 2.14, (A) for Loans denominated in Dollars any Term Benchmark
              Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing
              denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark
              Transition Event, on such day, (B) for Loans denominated in Canadian Dollars, on the last day of the Interest Period applicable to such Term Benchmark Loan (or the next succeeding Business Day if such day is not a Business Day) such Term
              Benchmark Loan shall be converted by the Administrative Agent to, and shall constitute, a Loan that bears interest at the Canadian Prime Rate plus the Applicable Rate applicable to ABR Revolving Loans and (C) for Loans denominated in
              a Foreign Currency other than Canadian Dollars, (1) any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the
              Central Bank Rate for the applicable Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate
              for the applicable Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Foreign Currency shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B)
              solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Foreign Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue
              interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Foreign Currency plus the CBR Spread; provided
              that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, any outstanding affected RFR Loans
              denominated in any Foreign Currency, at the Borrower’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) immediately or (B) be prepaid in full
              immediately.

       

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

       

      (i)          impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for
            the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate, or the Adjusted EURIBO Rate, as applicable) or the Issuing Bank;

       

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

       

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

       

      and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan
        (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received
        or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional
        amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered as reasonably determined by the Administrative Agent, such Lender or the
        Issuing Bank (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of the Administrative Agent, such Lender or the Issuing Bank, as applicable,
        under agreements having provisions similar to this Section 2.15, after consideration of such factors as the Administrative Agent, such Lender or the Issuing Bank, as applicable, then reasonably
        determines to be relevant).

       

      (b)          If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the
              Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender,
              or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration
              such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the Issuing
              Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered as reasonably determined by the
              Administrative Agent, such Lender or the Issuing Bank (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of the Administrative Agent, such
              Lender or the Issuing Bank, as applicable, under agreements having provisions similar to this Section 2.15, after consideration of such factors as the Administrative Agent, such Lender or the Issuing Bank, as applicable, then
              reasonably determines to be relevant).

       

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

       

      (d)          Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand
              such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such
              Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further
              that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

       

      SECTION 2.16.      Break Funding Payments.

       

      (a)          With respect to Term Benchmark Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as
              a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow,
              convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith), (iv) the
              assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or 9.02(e) or (v) the failure by the Borrower to make any payment of
              any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in a Foreign Currency on its scheduled due date or any payment
              thereof in a different currency, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of anticipated profits).  A certificate of any Lender setting forth
              any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such
              certificate within ten (10) days after receipt thereof.

       

      (b)        With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable thereto (including as a result of an Event of Default or as a result of any prepayment
            pursuant to Section 2.11), (ii)  the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance
            therewith), (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or 9.02(e) or (iv) the failure by the Borrower to make any payment of
            any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in a Foreign Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrower shall compensate each
            Lender for the loss, cost and expense attributable to such event (other than loss of anticipated profits).  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall
            be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

       

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

       

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

       

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

       

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

       

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

       

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

       

      (ii)          Without limiting the generality of the foregoing:

       

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

       

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

       

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

      

      

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

      

      

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

       

      

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

      

      

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION 2.18.      Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Setoffs.

       

      (a)      The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
              Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, at the Applicable Time, in
              the city of the Administrative Agent’s Foreign Currency Payment Office for such currency, in each case on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or
              counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such
              payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices at 10 South Dearborn Street,
              Chicago, Illinois 60603 or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Foreign Currency Payment Office for such currency, except payments to be made directly to the Issuing Bank or the
              Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any such payments
              denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a day that is not a Business Day, the date for
              payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  Notwithstanding the foregoing provisions of this Section,
              if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the
              “Original Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such
              currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of
              any such currency control or exchange regulations.  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, the
              Borrower is prohibited by any law from making any required payment hereunder in a Foreign Currency, the Borrower shall make such payment in Dollars in the Dollar Amount of the Foreign Currency payment amount.

       

      (b)          At any time that payments are not required to be applied in the manner required by Section 7.03, if at any time insufficient funds are received by and available to the Administrative Agent to pay
              fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled
              thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in
              accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

       

      
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      (c)       With the prior consent of the Borrower, any payment of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and
            other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent.

       

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

       

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

       

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

       

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

       

      
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      SECTION 2.20.      Expansion Option.  The Borrower may from time to time elect to increase the Revolving Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”),
              in each case in minimum increments of $10,000,000 and not less than $50,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases of the Revolving Commitments and all such Incremental Term Loans does not
              exceed the Incremental Cap.  The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term
              Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible
              Institution may be an Augmenting Lender), which agree to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Commitments, as the case may be; provided that (i) each
              Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit




                B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C hereto.  No consent of any Lender (other than the Lenders participating
              in the increase or any Incremental Term Loan) shall be required for any increase in Revolving Commitments or any Incremental Term Loan pursuant to this Section 2.20.  Increases and new Revolving Commitments and Incremental Term Loans created
              pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. 
              Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the
              effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a
              certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.13 and (ii) the Administrative Agent
              shall have received (x) documents and opinions (to the extent requested by the Administrative Agent) consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after
              giving effect to such increase or Incremental Term Loan and (y) reaffirmations from the Loan Parties.  On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing
              Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause,
              after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding
              Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving
              Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03).  The deemed payments made pursuant to clause (ii) of the immediately preceding sentence
              shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment
              occurs other than on the last day of the related Interest Periods.  The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity
              Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and
              conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the
              Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans.  Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term
                Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the
              Administrative Agent.  The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of
              the Administrative Agent, to effect the provisions of this Section 2.20.  Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment
              hereunder, or provide Incremental Term Loans, at any time.

       

      
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      SECTION 2.21.      Judgment Currency.  If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder in the currency expressed to be payable herein
              (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the
              Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final, non‐appealable judgment is given.  The obligations
              of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day
              following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable
              banking procedures purchase the specified currency with such other currency.  If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the
              specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against
              such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a
              result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrower.

       

      SECTION 2.22.    Defaulting Lenders.  Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so
            long as such Lender is a Defaulting Lender:

       

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

       

      (b)         any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to
              Section 7.03 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows:  first, to the
              payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lender
              hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding
              of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the
              Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure
              with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline
              Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
              this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained
              by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by
              a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such
              Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all
              non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the
            Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to
              clause (d) below.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed
              paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

       

      
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      (c)        the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any
              consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, further, that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders directly affected
              thereby shall not, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;

       

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

       

      (i)          all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender that is the Swingline Lender, the portion of such Swingline Exposure referred to in
            clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages  but only to the extent that such reallocation does not, as to any non-Defaulting
            Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Revolving Commitment;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION 2.23.      Extension of Maturity Date.

       

      (a) Requests for Extension.  The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders) from time to time during the Extension Availability Period, request that each Lender
          extend such Lender’s Maturity Date (the “Existing Maturity Date”) to the date that is one year after the Maturity Date then in effect for such Lender (such extended date, the “Extended Maturity Date”) so long as such extension does
          not cause the tenor of any Lender’s Commitment to exceed five (5) years from the date upon which the conditions precedent to the effectiveness of such extension of the Existing Maturity Date set forth in clause (f) below have been satisfied (an “Extension



            Date”).

       

      (b) Lender Elections to Extend.  Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 15 days after the date on which
          the Administrative Agent received the Borrower’s extension request (the “Lender Notice Date”), or such other date as agreed to by the Borrower and the Administrative Agent, advise the Administrative Agent whether or not such Lender agrees
          to such extension (each Lender that determines to so extend its Maturity Date, an “Extending Lender”).  Each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent
          of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending
          Lender.  The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for
          extension of the Maturity Date.

       

      
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      (c) Notification by Administrative Agent.  The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section no later than five Business Days after the applicable Lender
          Notice Date (or, if such date is not a Business Day, on the next preceding Business Day), or such other date acceptable to the Borrower, the Administrative Agent and any such Lender.

       

      (d) Additional Commitment Lenders.  The Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender
          with, and add as “Revolving Lenders”, “Term Lenders” and/or “Lenders”, as applicable, under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”)
          approved by the Administrative Agent in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the
          restrictions contained in Section 9.04, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective
          on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such
          date).  The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.

       

      (e) Minimum Extension Requirement.  If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Maturity Date and the new or increased Commitments of any Additional Commitment
          Lenders is more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of each Extending Lender and of each
          Additional Commitment Lender shall be extended to the Extended Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall
          thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder.

       

      (f) Conditions to Effectiveness of Extension.  Notwithstanding the foregoing, (x) no more than two (2) extensions of the Maturity Date shall be permitted hereunder, (y) no more than one (1) extension of the
          Maturity Date may be effected in any period of twelve months and (z) any extension of any Maturity Date pursuant to this Section 2.23 shall not be effective with respect to any Extending Lender unless:

       

      (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto;

       

      (ii) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (provided that any representation or warranty that is
          qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the applicable Extension Date and after giving effect thereto, except to the extent that such representations and warranties specifically
          refer to an earlier date, in which case they shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all
          respects) as of such earlier date; and

       

      (iii) the Administrative Agent shall have received a certificate from the Borrower signed by a Financial Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and
          (B) certifying and attaching the resolutions that permit the Borrower to enter into such extension.

       

      
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      (g) Maturity Date for Non-Extending Lenders.  On the Maturity Date of each Non-Extending Lender, (i) the Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay
          such Non-Extending Lender in accordance with Section 2.10 (and shall pay to such Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Loans outstanding on
          such date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date, and the
          Administrative Agent shall administer any necessary reallocation of the Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).

       

      (h) Conflicting Provisions.  This Section shall supersede any provisions in Section 2.18, Section 9.02 or otherwise to the contrary.

       

      SECTION 2.24.      ESG Amendment.

       

      (a)        The parties hereto acknowledge that the Sustainability Targets have not been determined and agreed as of the Effective Date and that Schedule 1.01 therefore has been intentionally left
              blank as of the Effective Date.  The Borrower may, at any time prior to the eighteen month anniversary of the Effective Date, submit a request in writing to the Administrative Agent that this Agreement be amended to include the Sustainability
              Targets and other related provisions (including without limitation those provisions described in this Section 2.24), to be mutually agreed by the requisite parties hereto in accordance with this Section 2.24 and Section 9.02(b) (such
              amendment, the “ESG Amendment”).  Such request shall be accompanied by the proposed Sustainability Targets as prepared by the Borrower in consultation with the Sustainability Structuring Agent and devised with assistance from the
              Sustainability Assurance Provider (defined below), which shall be included as Schedule 1.01. The proposed ESG Amendment shall also include the ESG Pricing Provisions (defined below) and shall identify a sustainability assurance
              provider, provided that any such sustainability assurance provider shall be a qualified external reviewer, independent of the Borrower and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or
              independent ratings agency of recognized national standing (the “Sustainability Assurance Provider”).

       

      (b)          Upon the Borrower delivering a request pursuant to Section 2.24(a), the Administrative Agent and the Borrower shall in good faith enter into discussions to reach an agreement in respect of the
              proposed Sustainability Targets and Sustainability Assurance Provider, and any proposed incentives and penalties for compliance and noncompliance, respectively, with the Sustainability Targets, including any adjustments to the Applicable Rate
              (and/or the Commitment Fee Rate therein) (such provisions, collectively, the “ESG Pricing Provisions”); provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an
              increase of more than (i) 0.02% in the Commitment Fee Rate set forth in the definition of “Applicable Rate” and/or (ii) 0.05% in the Term Benchmark Spread, the RFR Spread and the ABR Spread set forth in the definition of “Applicable Rate”
              (the spreads referenced in the immediately foregoing clause (ii), the “Specified Spreads”) during any calendar year, which pricing adjustments shall be applied in accordance with the terms as further described in the ESG Pricing
              Provisions; provided that (i) in no event shall any of the Specified Spreads or the Commitment Fee Rate be less than 0% at any time and (ii) for the avoidance of doubt, such pricing adjustments shall not be cumulative year-over-year,
              and each applicable adjustment shall only apply until the date on which the next adjustment is due to take place pursuant to the ESG Pricing Provisions.  The ESG Amendment (including the ESG Pricing Provisions) will become effective once the
              Borrower, the Administrative Agent and the Required Lenders have executed the ESG Amendment.  The Borrower shall not be required to pay any amendment or similar fees to any Lender in connection with the ESG Amendment.  The Borrower agrees and
              confirms that the ESG Pricing Provisions shall follow the Sustainability Linked Loan Principles, as published in March 2022, and as may be updated,
              revised or amended from time to time by the Loan Market Association and the Loan Syndications & Trading Association (the “SLL Principles”).

       

      
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      (c)         Following the effectiveness of the ESG Amendment, any amendment or other modification to the ESG Pricing Provisions which does not have the effect of reducing the Specified Spreads or the Commitment Fee Rate to a level not otherwise
            permitted by this Section 2.24 shall be subject only to the consent of the Required Lenders.

       

      As used in this Section 2.24, “Sustainability Targets” means specified key performance indicators with
        respect to certain environmental, social and governance targets of the Borrower and its Subsidiaries, which shall be confirmed by the Borrower as being consistent with the SLL Principles.

       

      ARTICLE III

       

      Representations and Warranties

       

      The Borrower represents and warrants to the Lenders that:

       

      SECTION 3.01.      Organization; Powers; Subsidiaries.  Each of the Borrower and its Restricted Subsidiaries is duly organized or formed, validly existing and in good standing under the laws of the
            jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
            Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.  Schedule 3.01 hereto identifies each Subsidiary of the Borrower as of the Effective Date, noting
            whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests
            owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding.  Schedule 5.11 hereto identifies each
            Unrestricted Subsidiary as of the Effective Date. All of the outstanding shares of capital stock and other equity interests of each Subsidiary Guarantor and each Pledge Subsidiary are validly issued and outstanding and, to the extent
            applicable, fully paid and nonassessable and, as of the Effective Date, all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by the
            Borrower or any Subsidiary free and clear of all Liens (it being understood and agreed that the representation and warranty contained in this sentence shall cease to apply to any such shares or other equity interests to the extent such shares
            or other equity interests have been sold, transferred or otherwise disposed of by the Borrower or such Subsidiary to a non-affiliated third party in accordance with the terms of this Agreement following the Effective Date), other than Liens
            created under the Loan Documents and other Liens permitted under Section 6.02.

       

      SECTION 3.02.     Authorization; Enforceability.  The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if
            required, actions by equity holders.  The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in
            accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, (ii) general principles of equity, regardless of whether considered in a proceeding in
            equity or at law and (iii) requirements of reasonableness, good faith and fair dealing.

       

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

       

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

       

      (b)       Since December 31, 2021, there has been no change in the business, assets, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, which has had, or could reasonably be expected to have, a Material
            Adverse Effect.

       

      SECTION 3.05.      Properties.  (a) Except for Liens permitted pursuant to Section 6.02, each of the Borrower and its Restricted Subsidiaries has good title to, or (to the knowledge
            of the Borrower or any Restricted Subsidiary) valid leasehold interests in, all its real and personal property (other than intellectual property, which is subject to Section 3.05(b)) material to its business, except as could not reasonably be
            expected to result in a Material Adverse Effect.

       

      (b)        Each of the Borrower and its Restricted Subsidiaries owns, or is licensed to use (subject to the knowledge-qualified infringement representation in this Section 3.05(b)), all trademarks, trade names, copyrights, patents and other
            intellectual property material to its business, and the use thereof by the Borrower and its Restricted Subsidiaries, to any Loan Party’s knowledge, does not infringe upon the rights of any other Person, except for any such infringements that,
            individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

       

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

       

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

       

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

       

      SECTION 3.07.     Compliance with Laws and Agreements.  Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to
            it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
            Effect.

       

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

       

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

       

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

       

      SECTION 3.11.      Disclosure. All written information (including the Information Memorandum), other than any projections, estimates, forecasts and other forward-looking information and
          information of a general economic or industry-specific nature, furnished by or on behalf of the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any other Loan
          Document, when taken as a whole and after giving effect to all supplements and updates thereto, does not (when furnished) contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements
          contained therein not materially misleading (when taken as a whole) in light of the circumstances under which such statements are made; provided that, with respect to projections, estimates, forecasts
          and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time prepared (it being understood by the Administrative
          Agent and the Lenders that any such information (i) is based on future events, are not to be viewed as facts, and are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurance can
          be given that any particular projections, estimates or forecasts will be realized and that actual results during the period or periods covered by any such projections, estimates or forecasts may differ significantly from the projected results and
          such differences may be material and (ii) are not a guarantee of performance). As of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the
          Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.

      

      

      
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      SECTION 3.12.      Liens.  As of the Effective Date, there are no Liens on any of the real or personal properties of the Borrower or any Restricted Subsidiary except for Liens permitted by Section 6.02.

       

      SECTION 3.13.      No Default.  No Default or Event of Default has occurred and is continuing.

       

      SECTION 3.14.    No Burdensome Restrictions.  As of the Effective Date, the Borrower is not subject to any Burdensome Restrictions except Burdensome Restrictions permitted under Section 6.09.

       

      SECTION 3.15.      Solvency.  The Loan Parties taken as a whole are Solvent as of the Effective Date.

       

      SECTION 3.16.    Insurance.  The Borrower maintains, and has caused each Restricted Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and
            personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in
            the same or similar locations.

       

      SECTION 3.17.     Security Interest in Collateral.  The provisions of this Agreement and the other Loan Documents create legal and valid perfected Liens on all the Collateral in favor of the
            Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party, and having priority over
            all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law, (b) Liens
            perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral and (c) Liens perfected only by control to the extent the
            Administrative Agent has not obtained control of such Collateral.

       

      SECTION 3.18.     Anti-Corruption Laws and Sanctions.  The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by
            the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the
            knowledge of the Borrower its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.  None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary,
            any of their respective directors or officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established
            hereby, is a Sanctioned Person.  No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

       

      
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      SECTION 3.19.      Affected Financial Institutions.  No Loan Party is an Affected Financial Institution.

       

      SECTION 3.20.      Plan Assets; Prohibited Transactions.  None of the Borrower or any of its Restricted Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and
          neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction
          under Section 406 of ERISA or Section 4975 of the Code.

       

      SECTION 3.21.    Margin Regulations.  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, or extending credit for
          the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Borrowing or Letter of Credit extension hereunder will be used to buy or carry any Margin Stock.  Following the application of the proceeds of each Borrowing
          or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) will be Margin Stock.

       

      ARTICLE IV

       

      

      Conditions

       

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

       

      (a)         The Administrative Agent (or its counsel) shall have received (i) from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06, may include
              any Electronic Signatures transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page) and (ii) duly executed copies of the other Loan Documents and such other legal
              opinions, certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its
              counsel and as further described in the list of closing documents attached as Exhibit D.

       

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

       

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

       

      (d)       The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying (i) that the
              representations and warranties contained in Article III are true and correct as of such date and (ii) that no Default or Event of Default has occurred and is continuing as of such date.

       

      
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      (e)         The Administrative Agent shall have received evidence satisfactory to it that the credit facility evidenced by the Existing Credit Agreement shall have been terminated and cancelled and all indebtedness thereunder shall have been fully
            repaid (except to the extent being so repaid with the initial Loans) and any and all liens thereunder shall have been terminated.

       

      (f)          (i) The Administrative Agent shall have received, at least five (5) days prior to the Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and
            anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity
            customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) days prior to the Effective Date, a Beneficial
            Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in
            this clause (f) shall be deemed to be satisfied).

       

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

       

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

       

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

       

      (a)         The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (provided that any representation or warranty that is
              qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, except to the
              extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality
              or Material Adverse Effect shall be true and correct in all respects) as of such earlier date.

       

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

       

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

       

      ARTICLE V

       

      

      Affirmative Covenants

       

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

       

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

       

      (a)          within ninety (90) days after the end of each fiscal year of the Borrower (or, if earlier, by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations
            of the SEC, giving effect to any automatic extension available thereunder for the filing of such form) commencing with the fiscal year of the Borrower ended December 31, 2022, its audited consolidated balance sheet and related statements of
            operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of
            recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present
            fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

       

      (b)         within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if earlier, by the date that the Quarterly Report on Form 10-Q of the Borrower for such fiscal quarter would be
            required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form) commencing with the fiscal quarter of the Borrower ended June 30, 2022, its consolidated
            balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for
            the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and
            results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

       

      (c)         concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether, to the knowledge of such Financial Officer, a Default has occurred
            and is continuing and, if a Default has occurred that is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance
            with Section 6.13, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of
            such change on the financial statements accompanying such certificate and (iv) including unaudited consolidating information relating to the Borrower and its Subsidiaries and identifying the financial information attributable to the
            Unrestricted Subsidiaries, which consolidating information shall be certified by such Financial Officer of the Borrower as having been fairly presented in all material respects;

       

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

       

      
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      (e)        concurrently with any delivery of financial statements under clause (a) or (b) above, a schedule of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any
            Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;

       

      (f)          promptly after receipt thereof by the Borrower or any Subsidiary, 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 inquiry by the SEC or such other agency regarding financial or other operational results of the Borrower or any Subsidiary thereof;

       

      (g)        concurrently with any delivery of financial statements under clause (a) or (b) above, a schedule of all 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 as the Administrative Agent or any Lender (through the Administrative Agent)
            may reasonably request;

       

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

       

      (i)           promptly following the end of each fiscal quarter, a report of all Asbestos Claims commenced or disposed of during such fiscal quarter.

       

      Documents required to be delivered pursuant to Section 5.01(a), (b) or (e) (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 such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR); 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 made available by the
        Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of
        such documents to the Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) 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 timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its copies of such documents.

       

      SECTION 5.02.     Notices of Material Events.  The Borrower will furnish to the Administrative Agent (for distribution to each Lender) written notice of the following promptly
            after a Responsible Officer has actual knowledge thereof:

       

      (a)          the occurrence of any Default;

       

      
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      (b)       notice of any action arising under any Environmental Law or of any noncompliance by the Borrower or any Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely
            determined, could reasonably be expected to result in a Material Adverse Effect;

       

      (c)          to the extent not reported by the Borrower in materials filed with the SEC, any material change in accounting or financial reporting practices by the Borrower or any Restricted Subsidiary;

       

      (d)          [reserved];

       

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

       

      (f)          any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

       

      Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the
        Standard Motor Products, Inc. Credit Agreement dated June 1, 2022” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such
        notice and any action taken or proposed to be taken with respect thereto.

       

      SECTION 5.03.    Existence; Conduct of Business.  The Borrower will, and will cause each of its Material Subsidiaries to, do or cause to be done (i) all things necessary to preserve, renew and keep
            in full force and effect its legal existence and (ii) take, or cause to be taken, all actions to maintain the rights, licenses, permits, privileges and franchises material to the conduct of its business, except, in the case of this clause (ii),
            to the extent failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, disposition, liquidation or dissolution or other
            transaction permitted under Section 6.03.

       

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

       

      SECTION 5.05.      Maintenance of Properties; Insurance.  The Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep and maintain all tangible property material to the conduct
            of its business in good working order and condition, ordinary wear and tear and casualty excepted and except (i) as otherwise permitted by Section 6.03 or (ii) where the failure to do so could not reasonably be expected to result in a Material
            Adverse Effect, and (b) maintain in all material respects, with financially sound and reputable insurance companies, (i) insurance in such amounts  and against such risks and such other hazards, as is customarily maintained by companies of
            established repute engaged in the same or similar businesses operating in the same or similar locations and (ii) all insurance required pursuant to the Collateral Documents.  The Borrower will furnish to the Lenders, upon request of the
            Administrative Agent, information in reasonable detail as to the insurance so maintained.  The Borrower shall deliver to the Administrative Agent endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible
            personal property and assets of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies of the Borrower and the Subsidiary Guarantors naming
            the Administrative Agent an additional insured.  In the event the Borrower or any of its Restricted Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any
            premium in whole or in part then due and payable relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation
            to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Administrative Agent reasonably deems advisable, it being agreed that the Administrative Agent shall
            reasonably promptly notify the Borrower of any such action.  All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement.

       

      
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      SECTION 5.06.      Books and Records; Inspection Rights.  The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which entries that are full, true and
              correct in all material respects and that are in conformity with GAAP and which reflect all material financial dealings and material transactions in each case with such materiality relating to the business and activities of the Borrower and
              its Subsidiaries (taken as a whole) (it being understood and agreed that certain Foreign Subsidiaries may maintain individual books and records in conformity with general accepted accounting principles in their respective countries of
              organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).  The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the
              Administrative Agent, at reasonable times upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts from its books and records and to discuss its affairs, finances and condition with its Financial
              Officers and, provided that the Borrower or such Restricted Subsidiary is afforded the opportunity to participate in such discussion, its independent accountants, all at such reasonable times and as often as reasonably requested; provided
              that, so long as no Event of Default has occurred and is continuing, such inspections shall not occur more than once in any calendar year and the Borrower shall not be required to reimburse the Administrative Agent or any of its
              representatives for fees, costs and expenses in connection with the Administrative Agent’s exercise of such rights set forth in this sentence more than one time in any calendar year.  Notwithstanding anything to the contrary in this Section
              5.06, neither the Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that (i) constitutes non-financial
              trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any designated representative) is then prohibited by law or any agreement binding on any Loan Party or any Restricted
              Subsidiary or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

       

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

       

      
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      SECTION 5.08.     Use of Proceeds.  The proceeds of the Loans will be used only to finance, and Letters of Credit will be issued only to support, the working capital needs, and for general corporate
              purposes, of the Borrower and its Subsidiaries, including to refinance indebtedness of the Borrower and its Subsidiaries existing on the Effective Date.  No part of the proceeds of any Loan will be used, whether directly or indirectly, for
              any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X.  The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure
              that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the
              payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned
              Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iii) in any manner that would result in the violation of  any Sanctions applicable to any party hereto.

       

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

       

      (a)          As promptly as possible but in any event within forty five (45) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Domestic Subsidiary or any Domestic Subsidiary qualifies independently
            as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof
            and shall cause each such Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and a joinder to the Security Agreement (in each case in the form
            contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate
            documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel (but, with respect to any such legal opinion, limited to the types of matters covered in the legal opinions delivered
            pursuant to Section 4.01). Notwithstanding anything to the contrary in any Loan Document, no Excluded Subsidiary shall be required to be a Subsidiary Guarantor.

       

      (b)         Subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned property (whether personal, tangible, intangible,
            or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the
            terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02.  Without limiting the generality of the foregoing, the Borrower will cause (A) 100% of the issued and outstanding Equity Interests of each
            Pledge Subsidiary that is a Domestic Subsidiary and (B) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not
            entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Pledge Subsidiary that is a Foreign Subsidiary, in each case directly owned by the Borrower or any other Loan Party to be subject at all times to a first
            priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent
            shall reasonably request.  Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Pledge Subsidiary that is a Foreign Subsidiary shall be required hereunder (A) until the date that is sixty (60) days
            after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto or (B) to the extent the Administrative Agent or its counsel determines that such pledge would
            not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.

       

      
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      (c)          Without limiting the foregoing, the Borrower will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such
              documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by
              Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure
              perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the reasonable expense of the Borrower. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, in
              respect of the Borrower and its Subsidiaries, (i) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of
              the U.S. or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction (provided, however, that this clause shall not impair the Administrative Agent’s ability to obtain a pledge of Equity Interests of Pledge Subsidiaries that are Foreign Subsidiaries as contemplated by this Agreement pursuant
              to local law governed pledge agreements to the extent such pledge agreements are requested to be delivered by the Administrative Agent) and (ii) springing deposit account control agreements shall only be required, if requested by the
              Administrative Agent, for deposit accounts not constituting Excluded Assets and having an average daily balance in excess of $5,000,000 in the aggregate.

       

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

       

      SECTION 5.10.    Accuracy of Information.  The Borrower will ensure that any information, including financial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with this
          Agreement or any amendment or modification hereof or waiver hereunder contains no 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, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section; provided
          that, with respect to projections, estimates, forecasts and other forward-looking information, the Borrower is only required to ensure that such information was prepared in good faith based upon assumptions believed by the Borrower to be
          reasonable at the time prepared (it being understood by the Administrative Agent and the Lenders that any such information (i) is based on future events, are not to be viewed as facts, and are subject to significant uncertainties and
          contingencies, many of which are beyond the Borrower’s control, that no assurance can be given that any particular projections, estimates or forecasts will be realized and that actual results during the period or periods covered by any such
          projections, estimates or forecasts may differ significantly from the projected results and such differences may be material and (ii) are not a guarantee of performance).

       

      
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      SECTION 5.11.     Designation of Subsidiaries. The Borrower may at any time after the Effective Date designate (or redesignate) any subsidiary as an Unrestricted
            Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately after giving effect (including giving effect on a pro forma basis) to any such designation, (i) no
            Default or Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect to the reclassification of investments in, Indebtedness of and Liens on the assets of, the applicable Restricted
            Subsidiary or Unrestricted Subsidiary), (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.13 and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary owns any Equity
            Interest in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or holds any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries
            (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or grant such Lien in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02 and the relevant transaction with such Person is permitted
            pursuant to Section 6.09).  The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the
            portion of the fair market value of the net assets of such subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as estimated by the Borrower in good faith (and such designation shall only
            be permitted to the extent such investment is permitted under Section 6.06).  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of
            designation of any then-existing investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon a re-designation of any Unrestricted Subsidiary as a Restricted
            Subsidiary, the Borrower shall be deemed to continue to have an investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s investment in such Restricted Subsidiary at the time of such
            re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.  Notwithstanding anything set forth in this
            Agreement to the contrary, (A) the Borrower and its Restricted Subsidiaries shall not be permitted to contribute, dispose of or otherwise transfer legal title to, or license on an exclusive basis, any Material Intellectual Property to any
            non-Loan Party and (B) the Borrower shall not be permitted to designate any Restricted Subsidiary that holds any Material Intellectual Property as an Unrestricted Subsidiary (whether upon initial designation or subsequent investment).

       

      SECTION 5.12.      Post-Closing Covenant. No later than thirty (30) days following the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the Administrative Agent shall have
          received insurance endorsements naming the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties and (y) additional insured with respect to the liability insurance of the Loan Parties.

       

      ARTICLE VI

       

      

      Negative Covenants

       

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

       

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

       

      (a)          the Secured Obligations;

       

      (b)         Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not
              increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to such Indebtedness and transaction fees, costs and expenses in connection with such extension, renewal or replacement
              thereof);

       

      
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      (c)        Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided that (i) Indebtedness of any
              Restricted Subsidiary that is not a Loan Party to any Loan Party shall be subject to the limitations set forth in Section 6.05(d) and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be
              subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent;

       

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

       

      (e)        Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any fixed or capital assets, including
              Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such
              Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such
              construction, repair, replacement, lease or improvement and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness, and (ii) the aggregate outstanding principal amount of Indebtedness permitted
              by this clause (e) shall not exceed, at any time outstanding, the greater of $30,000,000 and 20% of Consolidated EBITDA, measured for the Test Period then most recently ended;

       

      (f)          Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary
              and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed, at any time outstanding, the
              greater of $25,000,000 and 15% of Consolidated EBITDA, measured for the Test Period then most recently ended;

       

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

       

      (h)         customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business;

       

      (i)          unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law;

       

      (j)          indemnification obligations, earnout or similar obligations, or Guarantees, surety bonds or performance bonds securing the performance of the Borrower or any of its Restricted Subsidiaries, in each case incurred or assumed in connection
            with an Acquisition or disposition or other acquisition of assets permitted hereunder;

       

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

       

      
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      (l)        Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services,
            overdrafts and related liabilities arising from treasury, depository and cash management services, employee credit card programs, or in connection with any automated clearing-house transfers of funds;

       

      (m)         Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default;

       

      (n)          Indebtedness in respect of obligations that are being contested in accordance with Section 5.04;

       

      (o)       Indebtedness consisting of (i) deferred payments or financing of insurance premiums incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries and (ii) take or pay obligations contained in any
            supply agreement entered into in the ordinary course of business;

       

      (p)        Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary
            course of business or existing on the Effective Date;

       

      (q)       Indebtedness of the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (q) shall not in the aggregate
              exceed $25,000,000 at any time;

       

      (r)           unsecured Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any time outstanding;

       

      (s)          Indebtedness under any Swap Agreements permitted by Section 6.06;

       

      (t)         unsecured financing of trade payables by any Lender on commercially reasonable terms in the ordinary course of business not to exceed $40,000,000 at any time outstanding;

       

      (u)          to the extent constituting Indebtedness, obligations under any Permitted Supply Chain Financings;

       

      (v)         Indebtedness of the Borrower or any Restricted Subsidiary consisting of guarantees of Indebtedness of any joint venture that is not a Restricted Subsidiary to the extent permitted as investments under Section 6.05; and

       

      (w)        other Indebtedness of the Borrower and its Restricted Subsidiaries, provided that (i) at the time of the incurrence or assumption of any such Indebtedness and immediately after giving
              effect (including giving effect on a pro forma basis) thereto, (x) no Event of Default shall have occurred and be continuing, (y) the Borrower shall be in compliance with the Total Net Leverage Ratio covenant set forth in Section 6.13(a),
              calculated on a pro forma basis at the time of incurrence of such Indebtedness and after giving effect
              thereto (with Consolidated Total Indebtedness and Liquidity measured as of the time of and after giving effect to such Indebtedness (and the application of proceeds thereof to the repayment of any other Indebtedness) and Consolidated EBITDA
              measured for the Test Period then most recently ended), (ii) such Indebtedness matures after, and in the aggregate, does not require more than $20,000,000 of scheduled amortization or other scheduled payments of principal prior to, the date
              that is 91 days after the Maturity Date (it being understood that any provision requiring an offer to purchase such Indebtedness as a result of a change of control or asset sale provision shall not violate the foregoing restriction), (iii)
              such Indebtedness is not guaranteed by any Subsidiary of the Borrower other than the Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less
              favorable to the Lenders than the subordination terms of such Subordinated Indebtedness) and (iv) the covenants applicable to such Indebtedness are not more onerous or more restrictive in any material respect (taken as a whole), as determined
              in the good faith judgement of the Borrower, than the applicable covenants set forth in this Agreement.

       

      
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      SECTION 6.02.      Liens.  The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired
              by it, except:

       

      (a)          Liens created pursuant to any Loan Document including with respect to any obligation to provide cash collateral;

       

      (b)          Permitted Encumbrances;

       

      (c)         any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02 and any amendments, modifications, extensions, renewals,
              refinancings and replacements thereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary other than improvements thereon and proceeds from the disposition of such
              property or asset and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (except by the amount
              of any accrued interest and premiums with respect to such Indebtedness and transaction fees, costs and expenses in connection with such extension, renewal or replacement thereof);

       

      (d)         any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Restricted
              Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted
              Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than the proceeds or products thereof and other than after-acquired property subjected to a
              Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after- acquired property) and
              (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and amendments, modifications, extensions, refinancings,
              renewals and replacements thereof that do not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to such Indebtedness and transaction fees, costs and expenses in
              connection with such extension, renewal or replacement thereof);

       

      (e)          Liens on fixed or capital assets (including capital leases) acquired (including as a replacement), constructed, repaired, leased or improved by the Borrower or any Restricted Subsidiary; provided
              that (i) such Liens secure Indebtedness or Capital Lease Obligations permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within one hundred eighty (180) days after such
              acquisition or lease or the completion of such construction, replacement, repair or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and
              (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary;

       

      
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      (f)         Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness owed by such Restricted Subsidiary to the Borrower or such other Loan Party;

       

      (g)          Liens securing Indebtedness permitted hereunder to finance insurance premiums solely to the extent of such premiums;

       

      (h)        Liens on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any Acquisition permitted by this Agreement, including, without limitation, in connection with any letter of intent or
            purchase agreement relating thereto;

       

      (i)          in connection with the sale or transfer of any assets in a transaction permitted under Section 6.03, customary rights and restrictions contained in agreements relating to such sale or
              transfer pending the completion thereof;

       

      (j)          Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with the Loan Parties (i) in the ordinary course of business or (ii) otherwise permitted hereunder other than in connection with
            Indebtedness;

       

      (k)          to the extent constituting a Lien, Liens with respect to repurchase obligations of the type described in clause (d) of the definition of “Permitted Investments”;

       

      (l)         Liens in favor of a credit card or debit card processor arising in the ordinary course of business under any processor agreement and relating solely to the amounts paid or payable thereunder, or customary deposits on reserve held by such
            credit card or debit card processor;

       

      (m)        Liens of sellers of goods to any Loan Party and any of their respective Restricted Subsidiaries arising under Article II of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold
            and securing only the unpaid purchase price for such goods and related expenses;

       

      (n)          Liens on assets of the Borrower and its Restricted Subsidiaries not otherwise permitted above so long as the aggregate outstanding principal amount of the Indebtedness and other obligations subject to such Liens (taken together with the
            aggregate outstanding principal amount of the Indebtedness  and other obligations secured by liens pursuant to Section 6.02(o)) does not at any time exceed $25,000,000;

       

      (o)        Liens that secure Indebtedness permitted under Section 6.01(q) so long as the aggregate outstanding principal amount of the Indebtedness and other obligations subject to such Liens (taken together with the aggregate outstanding principal
            amount of the Indebtedness  and other obligations secured by liens pursuant to Section 6.02(n)) does not at any time exceed $25,000,000;

       

      (p)         Liens (if any) on Accounts sold (or, in the case of any judicial re-characterization of any such sale, granted as collateral to secure financing) pursuant to any Permitted Supply Chain Financings; and

       

      (q)         other Liens on assets of the Borrower and its Restricted Subsidiaries not permitted by the foregoing clauses of this Section 6.02; provided that, at the time of the incurrence or
              assumption of any such Liens and immediately after giving effect (including giving effect on a pro forma basis) thereto, (x) no Event of Default shall have occurred and be continuing, (y) the Total Net Leverage Ratio shall not exceed 2.50 to
              1.00 with Consolidated Total Indebtedness and Liquidity measured as of the time of the incurrence of such Liens and after giving effect to any Indebtedness incurred in connection therewith (and the application of proceeds thereof to the
              repayment of any other Indebtedness) and Consolidated EBITDA measured for the Test Period then most recently ended and (z) if any such Liens are secured by any or all of the Collateral, the Indebtedness or other obligations secured by such
              Liens shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent.

       

      
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      SECTION 6.03.    Fundamental Changes.  (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into
              or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the Equity Interests of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or
              liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

       

      (i)          any Person may merge into or consolidate with any Loan Party in a transaction in which a Loan Party is the surviving entity; provided that any such merger or consolidation
              involving the Borrower must result in the Borrower as the surviving entity;

       

      (ii)         any Restricted Subsidiary that is not a Loan Party may merge into or consolidate with any other Subsidiary of the Borrower that is not a Loan Party if the Borrower determines in good faith that such transaction is not
            materially disadvantageous to the Lenders;

       

      (iii)         the Borrower and the Restricted Subsidiaries may make Dispositions permitted by Section 6.04; and

       

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

       

      provided that any such
          merger or consolidation involving a Person that is not a Wholly-Owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.05.

       

      (b)         The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any business substantially different from businesses of the type conducted by the Borrower and its Subsidiaries (taken as
            a whole) on the date of execution of this Agreement and businesses or activities that are reasonably similar, related, incidental, ancillary, complementary or synergistic thereto or reasonable extensions, development or expansion thereof.

       

      (c)         The Borrower will not permit its fiscal year to end on a day other than December 31 or change the Borrower’s method of determining its fiscal quarters; provided that, notwithstanding the
              foregoing, the Borrower may change its fiscal year from December 31 to the last Friday of the fiscal year so long as the Borrower notifies the Administrative Agent no less than 30 days prior to such change (or such shorter period as may be
              acceptable to the Administrative Agent in its sole discretion) and the Administrative Agent approves such change (such approval not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that the Borrower and the
              Administrative Agent may (and are hereby authorized to) make any adjustments to this Agreement that are necessary and appropriate to reflect such change in the Borrower’s fiscal year).

       

      Notwithstanding the foregoing, nothing in this Section 6.03 shall permit, and  nothing in this Section 6.03 shall be deemed to permit, any Material
        Intellectual Property to be assigned, transferred, or exclusively licensed or exclusively sublicensed to any Unrestricted Subsidiary.

       

      
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      SECTION 6.04.      Dispositions.  The Borrower will not, and will not permit any Restricted Subsidiary to, make any Disposition, except:

       

      (a)          Dispositions of obsolete, worn out or surplus property in the ordinary course of business;

       

      (b)          Dispositions of equipment, inventory and Permitted Investments 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)         (i) Dispositions of property by any Loan Party to any other Loan Party and (ii) Dispositions of property by any Restricted Subsidiary that is not a Loan Party to any other Restricted Subsidiary;

       

      (e)        leases, licenses, subleases or sublicenses (including the provision of open source software under an open source license) granted in the ordinary course of business and on ordinary commercial terms that do not interfere in any material
            respect with the business of the Borrower and its Subsidiaries;

       

      (f)          Dispositions of intellectual property rights that are no longer used or useful in the business of the Borrower and its Restricted Subsidiaries;

       

      (g)         the discount, write-off or Disposition of accounts receivable overdue by more than ninety days, in each case in the ordinary course of business;

       

      (h)          Restricted Payments permitted by Section 6.08 and investments permitted by Section 6.05;

       

      (i)          Dispositions of investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

       

      (j)         Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Restricted Subsidiary;

       

      (k)          Dispositions of non-core assets acquired in a Permitted Acquisition; provided that such Dispositions shall be consummated within 360 days of such Permitted Acquisition; provided, further,
              that (i) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors or a Financial Officer of the Borrower) and (ii) no less than 75%
              thereof shall be paid in cash;

       

      (l)          Dispositions of real property; provided that the aggregate book value of all real property Disposed of pursuant to this clause (l) in any fiscal year of the Borrower shall not exceed
              $25,000,000; provided, further, that (i) the consideration received for such real property shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors or a
              Financial Officer of the Borrower) and (ii) no less than 75% thereof shall be paid in cash;

       

      
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      (m)         Dispositions pursuant to Permitted Sale and Leaseback Transactions;

       

      (n)          Dispositions resulting from sales of Accounts under Permitted Supply Chain Financings; and

       

      (o)        Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section; provided that the aggregate book value of all property Disposed of pursuant to this
              clause (o) in any fiscal year of the Borrower shall not exceed $25,000,000.

       

      Notwithstanding the foregoing, nothing in this Section 6.04 shall permit, and  nothing in this Section 6.04 shall be deemed to permit, any Material
        Intellectual Property to be assigned, transferred, or exclusively licensed or exclusively sublicensed to any Unrestricted Subsidiary.

       

      SECTION 6.05.     Investments, Loans, Advances, Guarantees and Acquisitions.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including
            pursuant to any merger or consolidation with any Person that was not a wholly owned Subsidiary prior to such merger or consolidation) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right
            to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one
            transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit, except:

       

      (a)          cash and Permitted Investments;

       

      (b)          Permitted Acquisitions;

       

      (c)        (i) investments by the Borrower and its Restricted Subsidiaries existing on the date hereof in the capital stock of their respective Subsidiaries, and (ii) investments by any Person existing on the date such Person becomes a Restricted
            Subsidiary or consolidates or merges with the Borrower or any of its Restricted Subsidiaries pursuant to a transaction otherwise permitted hereunder;

       

      (d)          investments, loans, advances or capital contributions made by the Borrower in or to any Restricted Subsidiary and made by any Restricted Subsidiary in or to the Borrower or any other Subsidiary (provided
              that the aggregate amount of investments, loans, advances and capital contributions made by the Loan Parties to Subsidiaries which are not Loan Parties pursuant to this clause (d) shall not exceed, at any time outstanding, the greater of
              $30,000,000 and 20% of Consolidated EBITDA, measured for the Test Period then most recently ended);

       

      (e)          Guarantees permitted by Section 6.01(d), Section 6.01(v) or Section 6.01(w);

       

      (f)           investments constituting deposits described in clauses (c), (d) and (j) of the definition of “Permitted Encumbrances”;

       

      (g)       investments comprised of notes payable, stock or other securities issued by Account Debtors to the Borrower or any of its Subsidiaries pursuant to negotiated agreements with respect to settlement of such Account Debtor’s accounts in the
            ordinary course of business or investments otherwise received in settlement of obligations owed by any financially troubled Account Debtors or other debtors in connection with such Person’s reorganization or in bankruptcy, insolvency or similar
            proceedings or in connection with foreclosure on or transfer of title with respect to any secured investment;

       

      
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      (h)          extensions of trade credit or the holding of receivables in the ordinary course of business;

       

      (i)          the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests of the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower, in each case to the extent
            the payment therefor is permitted under Section 6.08;

       

      (j)          loans and advances to officers, directors and employees for moving, payroll, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $3,000,000 in the aggregate at any time outstanding;

       

      (k)          endorsements for collection or deposit and prepaid expenses made in the ordinary course of business;

       

      (l)        transactions (to the extent constituting investments) or promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.04;

       

      (m)        investments constituting the creation of new Subsidiaries so long as the Borrower or such Subsidiary complies with Section 5.09 (to the extent applicable) and any investment in such new Subsidiary
              is otherwise permitted under this Section 6.05;

       

      (n)         Guarantees of leases and other contractual obligations of any Subsidiary (to the extent not constituting Indebtedness) in the ordinary course of business;

       

      (o)         investments in the Persons listed in Schedule 6.05 in an aggregate amount not to exceed $15,000,000 during each Fiscal Year, valued at the time each such investment is made;

       

      (p)        transfers of rights with respect to one or more products or technologies under development to joint ventures with third parties or to other entities where the Borrower or a Subsidiary retains rights to acquire such joint ventures or
            other entities or otherwise repurchase such products or technologies;

       

      (q)          investments in the form of Swap Agreements permitted by Section 6.06;

       

      (r)          investments existing on the date hereof and set forth in Schedule 6.05, and any modification, replacement, renewal or extension thereof to the extent not involving any additional
              investment;

       

      (s)         deposits, prepayments, advances and other credits to suppliers, vendors, customers, lessors and landlords or in connection with marketing promotions, such as sweepstakes, in each instance, made in the ordinary course of business in an
            amount consistent with past practice;

       

      (t)          investments consisting of contingent liability arising from the endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business;

       

      (u)        the sale or discount of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not in connection with any financing transaction;

       

      (v)          794 shares of common stock of Dana Holding Corporation owned by the Borrower;

       

      
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      (w)         any other investment, loan or advance (other than acquisitions) so long as the aggregate amount of all such investments, loans and advances does not exceed, at any time outstanding, the greater of $40,000,000 and 25% of Consolidated
            EBITDA, measured for the Test Period then most recently ended; and

       

      (x)         any other investment, loan or advance so long as, at the time of the making of such investment, loan or advance and immediately after giving effect (including giving effect on a pro forma basis) thereto, (x) no Event of Default shall
            have occurred and be continuing and (y) the Total Net Leverage Ratio shall not exceed 3.50 to 1.00 with Consolidated Total Indebtedness and Liquidity measured as of the time of the making of such investment, loan or advance and after giving
            effect to any Indebtedness incurred in connection therewith (and the application of proceeds thereof to the repayment of any other Indebtedness) and Consolidated EBITDA measured for the Test Period then most recently ended.

       

      For purposes of determining compliance with this Section 6.05, the amount of any investment shall be the amount actually invested, without adjustment for subsequent
        increases or decreases in the value of such investment, less any amount paid, repaid, returned, distributed or otherwise received in cash or cash equivalents in respect of such investment.

       

      SECTION 6.06.   Swap Agreements.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge
            or mitigate risks to which the Borrower or any Restricted Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Restricted Subsidiaries), and (b) Swap Agreements entered into in order to
            effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted
            Subsidiary.

       

      SECTION 6.07.   Transactions with Affiliates.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
            purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: (a) in the ordinary course of business at prices and on terms and conditions not less favorable
            to the Borrower or such Restricted Subsidiary in any material respect than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Restricted Subsidiaries not involving any
            other Affiliate, (c) the payment of customary fees to directors of the Borrower or any of its Restricted Subsidiaries, and customary compensation, reasonable out-of-pocket expense reimbursement and indemnification (including the provision of
            directors and officers insurance) of, and other employment agreements and arrangements, employee benefit plans and stock incentive plans paid to, future, present or past directors, officers, managers and employees of the Borrower or any of its
            Restricted Subsidiaries, (d) transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Borrower and its Restricted Subsidiaries, (e) issuances of Equity Interests to Affiliates and the
            registration rights associated therewith, (f) transactions with joint ventures for the purchase or sale of property or other assets and services entered into in the ordinary course of business, (g) any transactions or series of related
            transactions with respect to which the aggregate consideration paid, or fair market value of property sold or disposed of, by the Borrower and its Restricted Subsidiaries is less than $5,000,000, and (h) loans, advances and other transactions
            to the extent permitted by the terms of this Agreement, including without limitation any Restricted Payment permitted by Section 6.08 and transactions permitted by Section 6.03 or Section 6.05.

       

      
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      SECTION 6.08.     Restricted Payments.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted
              Payment, except (a) the Borrower may declare and pay dividends or make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests, (b) Restricted Subsidiaries may declare and pay dividends,
              including in connection with any stock split ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or
              employees of the Borrower and its Restricted Subsidiaries; (d) the Borrower and its Restricted Subsidiaries may make any other Restricted Payment so long as no Default or Event of Default has occurred and is continuing prior to making such
              Restricted Payment or would arise after giving effect (including giving effect on a pro forma basis) thereto and the aggregate amount of all such Restricted Payments during any fiscal year of the Borrower does not exceed $70,000,000; and (e)
              the Borrower and its Restricted Subsidiaries may make any other Restricted Payment so long as, at the time of the making of such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto,
              (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio shall not exceed 3.00 to 1.00 with Consolidated Total Indebtedness and Liquidity measured as of the time of the making of such Restricted
              Payment and after giving effect to any Indebtedness incurred in connection therewith (and the application of proceeds thereof to the repayment of any other Indebtedness) and Consolidated EBITDA measured for the Test Period then most recently
              ended.

       

      SECTION 6.09.      Restrictive Agreements.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any
            agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the
            Secured Obligations (to the extent required by the Loan Documents), or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to
            the Borrower or any other Restricted Subsidiary or (to the extent required by the Loan Documents) to Guarantee the Secured Obligations; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan
            Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; provided that such restrictions and conditions apply only to the
            Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement
            if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (v)
            the foregoing shall not apply to restrictions and conditions imposed on any Restricted Subsidiary or asset by any agreements in existence at the time such Restricted Subsidiary became a Restricted Subsidiary or such asset was acquired and any
            amendment, modification, refinancing, replacement, renewal or extension thereof that does not materially expand the scope of any such restriction or condition taken as a whole; provided that such restrictions and condition, (vi) the foregoing
            shall not apply to customary restrictions on cash or other deposits (including escrowed funds) or net worth imposed under contracts; provided that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity
            Interests in such Restricted Subsidiary, (vii) the foregoing shall not apply to customary restrictions and conditions with respect to joint ventures and (viii) clause (a) of the foregoing shall not apply to customary restrictions and conditions
            contained in agreements relating to a Permitted Supply Chain Financing, solely in respect of the Permitted Supply Chain Financing Receivables related thereto.

       

      SECTION 6.10.    Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents.  The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly
            voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness from time to time outstanding under the Subordinated Indebtedness Documents.  Furthermore, the
            Borrower will not, and will not permit any Subsidiary to, amend the Subordinated Indebtedness Documents or any document, agreement or instrument evidencing any Indebtedness incurred pursuant to the Subordinated Indebtedness Documents (or any
            replacements, substitutions, extensions or renewals thereof) or pursuant to which such Indebtedness is issued where such amendment, modification or supplement provides for the following or which has any of the following effects:

       

      
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      (a)         increases the overall principal amount of any such Indebtedness (except through payments in-kind) or increases the amount of any single scheduled installment of principal or interest;

       

      (b)         shortens or accelerates the date upon which any installment of principal or interest becomes due or adds any additional mandatory redemption provisions;

       

      (c)          shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness; or

       

      (d)          increases the rate of interest accruing on such Indebtedness.

       

      SECTION 6.11.    Sale and Leaseback Transactions.  The Borrower will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction other than Permitted Sale
            Leasebacks.

       

      SECTION 6.12.      [Reserved].

       

      SECTION 6.13.      Financial Covenants.

       

      (a)         Maximum Total Net Leverage Ratio.  The Borrower will not permit the Total Net Leverage Ratio, determined as of the end of each of its fiscal quarters ending on and after June 30, 2022, to
              be greater than 3.50 to 1.00.  Notwithstanding the foregoing, the Borrower shall be permitted, but in no event on more than four (4) occasions during the term of this Agreement, to allow the maximum Total Net Leverage Ratio permitted under
              this Section 6.13(a) to be increased to 4.00 to 1.00 for a period of four consecutive fiscal quarters (such period, an “Adjusted Covenant Period”) in connection with a Qualifying Material Acquisition occurring during the first of such
              four fiscal quarters (and in respect of which the Borrower shall provide notice in writing to the Administrative Agent (for distribution to the Lenders) of such increase and a transaction description of such Qualifying Material Acquisition
              (including the name of the person or summary description of the assets being acquired and the approximate purchase price)), so long as the Borrower is in compliance on a pro forma basis with the maximum Total Net Leverage Ratio of 4.00 to
              1.00 on the closing date of such Qualifying Material Acquisition immediately after giving effect (including giving effect on a pro forma basis) to such Qualifying Material Acquisition; provided that it is understood and agreed that
              the maximum Total Net Leverage Ratio permitted under the Credit Documentation shall revert to 3.50 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to
              the terms and conditions described above.

       

      (b)         Minimum Interest Coverage Ratio.  The Borrower will not permit the ratio (the “Interest Coverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after
              June 30, 2022, of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense, in each case for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its
              Restricted Subsidiaries on a consolidated basis, to be less than 3.00 to 1.00.

       

      
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          ARTICLE VII

            

          

          Events of Default

           

          SECTION 7.01.      Events of Default.  If any of the following events (“Events of Default”) shall occur:

           

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

           

          (b)         the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an
              amount referred to in Section 7.01(a)) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable and in the Agreed Currency required hereunder, and such failure shall continue unremedied for a
              period of five (5) Business Days;

           

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

           

          (d)        the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section
              5.02(a), 5.03 (with respect to the Borrower’s existence), 5.08, 5.09, 5.11, in Article VI or in Article X;

           

          (e)         the Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant,
              condition or agreement contained in this Agreement (other than those specified in Section 7.01(a), (b) or (d)) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from
              the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

           

          (f)         the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or
              interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, which is not cured within any applicable grace period provided for in the applicable agreement or instrument under
              which such Material Indebtedness was created;

           

          (g)         any event or condition occurs that results in any Material Indebtedness becoming due prior to its
              scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material
              Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to the following events unless such event results
              in the acceleration of Material Indebtedness (i) secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such
              Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), (ii) any Material Indebtedness that becomes due as a result of a refinancing thereof permitted by Section 6.01, (iii) any
              reimbursement obligation in respect of a letter of credit, bankers acceptance or similar obligation as a result of a drawing thereunder by a beneficiary thereunder in accordance with its terms and (iv) any such Material Indebtedness that is
              mandatorily prepayable prior to the scheduled maturity thereof with the proceeds of the issuance of capital stock, the incurrence of other Indebtedness or the sale or other disposition of any assets, so long as such Material Indebtedness that
              has become due is so prepaid in full with such net proceeds required to be used to prepay such Material Indebtedness when due (or within any applicable grace period) and such event shall not have otherwise resulted in an event of default with
              respect to such Material Indebtedness;

           

          
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          (h)         an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i)
              liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law
              now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case,
              such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

           

          (i)         the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any
              petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a
              timely and appropriate manner, any proceeding or petition described in Section 7.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any
              Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceedings, (v) make a general assignment for the benefit of creditors or (vi)
              take any action for the purpose of effecting any of the foregoing;

           

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

           

          (k)         one or more judgments for the payment of money in an aggregate amount in excess of $20,000,000 (to the
              extent not paid, fully bonded or covered by a solvent and unaffiliated insurer that has not denied coverage) shall be rendered against the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged,
              unvacated or undismissed for a period of sixty (60) consecutive days during which execution shall not be effectively stayed (by reason of pending appeal or otherwise), or any action shall be legally taken by a judgment creditor to attach or
              levy upon any assets of the Borrower or any such Restricted Subsidiary to enforce any such judgment and such action shall not have been stayed;

           

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

           

          (m)         a Change in Control shall occur;

           

          (n)          [reserved];

           

          (o)        any material provision of any Loan Document, 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 Secured Obligations, ceases to be in full force and effect; or a Loan Party or any other Person contests in writing the validity or enforceability
              of any provision of any Loan Document; or a Loan Party denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to revoke, terminate or rescind any Loan Document; or

           

          
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          (p)         any Collateral Document shall for any reason fail to create a valid and perfected first priority
              security interest in any material portion of the Collateral purported to be covered thereby, except as permitted by the terms of any Loan Document.

           

          SECTION 7.02.     Remedies Upon an Event of Default.  If an Event of Default occurs (other than an
            event with respect to the Borrower described in Section 7.01(h) or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the
            request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times:

           

          (a)          terminate the Commitments, and thereupon the Commitments shall terminate immediately;

           

          (b)        declare the Loans then outstanding to be due and payable in whole (or in part, in which case any
              principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other
              Secured Obligations accrued hereunder and under any other Loan Document, shall become  due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the other
              Loan Parties;

           

          (c)          require that the Borrower provide cash collateral as required in Section 2.06(j); and

           

          (d)         exercise on behalf of itself, the Lenders and the Issuing Bank all rights and remedies available to it,
              the Lenders and the Issuing Bank under the Loan Documents and applicable law.

           

          If an Event of Default described in Section 7.01(h) or 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding
            and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of
            the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
            Borrower.

           

          

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

          

          

          SECTION 7.03.     Application of Payments.  Notwithstanding anything herein to the contrary,
            following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders:

           

          (a)         all payments received on account of the Secured Obligations shall, subject to Section 2.22, be applied
              by the Administrative Agent as follows:

           

          (i)       first, to payment of that portion of the Secured Obligations constituting fees,
              indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 9.03 and amounts pursuant to Section 2.12(c) payable
              to the Administrative Agent in its capacity as such);

           

          (ii)        second, to payment of that portion of the Secured Obligations constituting
              fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest and Letter of Credit fees) payable to the Lenders, the Issuing Bank and the other Secured Parties
              (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Bank payable under Section 9.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this
              clause (ii) payable to them;

           

          (iii)        third, to payment of that portion of the Secured Obligations constituting
              accrued and unpaid Letter of Credit fees and charges and interest on the Loans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) payable to
              them;

           

          
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          (iv)     fourth, (A) to payment of that portion of the Secured Obligations
              constituting unpaid principal of the Loans and unreimbursed LC Disbursements, (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the
              Borrower pursuant to Section 2.06 or 2.22; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the account of the Issuing Bank to cash collateralize Secured
              Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.22, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters
              of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Secured Obligations, if any, in the order set forth in this
              Section 7.03 and (C) to any other amounts owing with respect to Banking Services Obligations and Swap Obligations, in each case, ratably among the Lenders and the Issuing Bank and any other applicable Secured Parties in proportion to the
              respective amounts described in this clause (iv) payable to them;

           

          (v)         fifth, to the payment in full of all other Secured Obligations, in each case
              ratably among the Administrative Agent, the Lenders, the Issuing Bank and the other Secured Parties based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof
              then due and payable; and

           

          (vi)         finally, the balance, if any, after all Secured Obligations have been
              indefeasibly paid in full, to the Borrower or as otherwise required by law; and

           

          (b)         if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully
              drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.

           

          ARTICLE VIII

           

          The Administrative Agent

           

          SECTION 8.01.      Authorization and Action.

           

          (a)         Each Lender and the Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent
              in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and the Issuing Bank authorizes the Administrative Agent to take such actions
              as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. 
              Further, each of the Lenders and the Issuing Bank, on behalf of itself and any of its Affiliates that are Secured Parties, hereby irrevocably empower and authorize JPMorgan Chase Bank, N.A. (in its capacity as Administrative Agent) to execute
              and deliver the Collateral Documents and all related documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents.  Each of the Lenders further authorizes the Administrative Agent to enter
              into one or more agreements acceptable to the Administrative Agent in its sole discretion with parties to any Permitted Supply Chain Financing, which agreements may provide for, among other things, disclaimers of interests on, and releases of
              security interests in, any Permitted Supply Chain Financing Receivables.  In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and the Issuing Bank hereby grants to the
              Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or the Issuing Bank’s behalf.  Without limiting the foregoing, each Lender and the
              Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies
              that the Administrative Agent may have under such Loan Documents.

           

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

           

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

           

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

           

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

           

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

           

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

           

          (e)          None of any Co-Syndication Agent or any Arranger shall have obligations or duties whatsoever in such
              capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

           

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

           

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

           

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

           

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

           

          

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

           

          SECTION 8.02.      Administrative Agent’s Reliance, Limitation of Liability, Etc.

           

          (a)          Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action
              taken or omitted to be taken by such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or
              such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own
              gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any
              recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for
              in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
              Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual
              executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

           

          (b)        The Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or
              circumstances set forth or described in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect of this Agreement and identifying the specific clause under said Section is given to the
              Administrative Agent by the Borrower or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative
              Agent by the Borrower, a Lender or the Issuing Bank.  Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any
              Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in
              any Loan Document or the occurrence of any Default or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the satisfaction of
              any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or
              satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent or (vi) the creation, perfection or priority of Liens on the Collateral or the existence of the
              Collateral. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any Liabilities, costs or expenses suffered by the Borrower, any Subsidiary, any Lender or the Issuing Bank
              as a result of, any determination of the Revolving Credit Exposure, any of the component amounts thereof or any portion thereof attributable to each Lender or the Issuing Bank or any Dollar Amount thereof.

           

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

           

          SECTION 8.03.      Posting of Communications.

           

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

           

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

           

          (c)        THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE
              APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC
              PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
              DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES
              (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, THE ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
              LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

           

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

           

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

           

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

           

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

           

          SECTION 8.05.      Successor Administrative Agent.

           

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

           

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

           

          SECTION 8.06.      Acknowledgements of Lenders and Issuing Bank.

           

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

           

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

           

          (c)

           

          (i)          Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender
              that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or
              otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in
              no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of
              each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
              Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any
              claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge
              for value” or any similar doctrine.  A notice of the Administrative Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.

           

          (ii)         Each Lender hereby further agrees that if it receives a Payment from the
              Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment
              (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.  Each Lender agrees that, in each such case, or
              if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in
              no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of
              each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
              Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

           

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

           

          (iv)       Each party’s obligations under this Section 8.06(c) shall survive the resignation or
              replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

           

          SECTION 8.07.      Collateral Matters.

           

          (a)          Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to
              a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood
              and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof.  In its capacity, the Administrative Agent is
              a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC.  In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the
              Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of
              the Administrative Agent on behalf of the Secured Parties.  The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i)
              as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to
              be approved by all of the Lenders hereunder.  Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. 
              Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5)
              Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of
              the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be
              required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens
              without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party,
              including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.  Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be
              without recourse to or warranty by the Administrative Agent.

           

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

           

          
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          (c)         The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its
              discretion, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(b). The Administrative Agent shall not be
              responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or
              any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

           

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

           

          
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          SECTION 8.09.      Certain ERISA Matters.

           

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

           

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

           

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

           

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

           

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

           

          (b)          In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a
              Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a
              Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and the Arrangers, the Co-Syndication
              Agents or any of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, or the Arrangers, the Co-Syndication Agents or any of
              their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
              or any documents related hereto or thereto).

           

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

           

          ARTICLE IX

           

          Miscellaneous

           

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

           

          (i)          if to the Borrower, to it at Standard Motor Products, Inc., 37-18 Northern
              Boulevard, Long Island City, New York 11101, Attention of Erin Pawlish, Treasurer (E-Mail:  erin.pawlish@smpcorp.com; Telephone No. 718-316-4188);

           

          (ii)         if to the Administrative Agent, (A) in the case of Borrowings denominated in
              Dollars, to JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor L2, Attention of Paul Isaac (Telecopy No. (844)492-3894), (B) in the case of Borrowings denominated in Foreign Currencies, to J.P. Morgan Europe Limited, 25 Bank Street, Canary
              Wharf, London E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360), and (C) for all other notices, to JPMorgan Chase Bank, N.A., 395 N Service Road, Suite 302, Attention of Anthony Abbate (Telecopy No.
              (631)755-0136);

           

          (iii)      if to the Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor
              L2, Attention of Paul Isaac (Telecopy No. (844)492-3894);

           

          (iv)       if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn,
              Floor L2, Attention of Paul Isaac (Telecopy No. (844)492-3894); and

           

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

           

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

           

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

           

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

           

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

           

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

           

          
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          (b)         Except as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or as provided in
              Section 2.23 with respect to the extension of the Maturity Date or as provided in Section 2.24 with respect to an ESG Amendment or as provided in Section 2.14(b) and Section 2.14(c), neither this Agreement nor any provision hereof may be
              waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided
              that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees
              payable hereunder, without the written consent of each Lender directly affected thereby (except that (A) any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this
              Agreement) or any waiver or reduction of the Borrower to pay interest or fees at the applicable default rate set forth in Section 2.13(d) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii) and
              (B) for the avoidance of doubt, the ESG Amendment entered into pursuant to Section 2.24 or, following the effectiveness of the ESG Amendment, any amendment or other modification of the ESG Pricing Provisions shall only require the consent of
              the Required Lenders pursuant to the terms and conditions of Section 2.24), (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon (other than interest payable at the
              applicable default rate set forth in Section 2.13(d)), or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of
              each Lender directly affected thereby (other than any reduction of the amount of, or any extension of the payment date for, the mandatory prepayments required under Section 2.11, in each case which shall only require the approval of the
              Required Lenders), (iv) change Section 2.09(c) or 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change
              the payment waterfall provisions of Section 2.22(b) or 7.03 without the written consent of each Lender, (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the
              number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (it being understood that, solely with the consent of
              the parties prescribed by Section 2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Loans are
              included on the Effective Date), (vii) (x) release the Borrower from its obligations under Article X or (y) release all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty, in each
              case, without the written consent of each Lender, or (viii) except as provided in clause (d) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender; provided further
              that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing
              Bank or the Swingline Lender, as the case may be (it being understood that any change to Section 2.22 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender); and provided further that no such
              agreement shall amend or modify the provisions of Section 2.06 without the prior written consent of the Administrative Agent and the Issuing Bank.  Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other
              modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the
              event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification.

           

          (c)        Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and
              restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities (in addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this
              Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving
              Loans, the initial Term Loans, Incremental Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders
              (it being understood and agreed that any such amendment in connection with new or increases to the Commitments and/or Incremental Term Loans in accordance with Section 2.20 shall require solely the consent of the parties prescribed by such
              Section and shall not require the consent of the Required Lenders).

           

          
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          (d)          The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole
              discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Swap
              Obligations not yet due and payable, Banking Services Obligations not yet due and payable, Unliquidated Obligations for which no claim has been made and other Obligations expressly stated to survive such payment and termination), and the cash
              collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition is
              made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to the Borrower or any Subsidiary under a lease
              which has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the
              Lenders pursuant to Article VII, or (v) that is property of a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty.  Any such release shall not in any manner discharge, affect,
              or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which
              shall continue to constitute part of the Collateral (except to the extent any of the foregoing constitutes Excluded Assets).  In addition, each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties,
              irrevocably authorizes the Administrative Agent, at its option and in its discretion, (i) to subordinate any Lien on any assets granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property
              that is permitted by Section 6.02(e) or (ii) in the event that the Borrower shall have advised the Administrative Agent that, notwithstanding the use by the Borrower of commercially reasonable efforts to obtain the consent of such holder (but
              without the requirement to pay any sums to obtain such consent) to permit the Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder of such other Indebtedness requires, as a
              condition to the extension of such credit, that the Liens on such assets granted to or held by the Administrative Agent under any Loan Document be released, to release the Administrative Agent’s Liens on such assets.

           

          (e)          If, in connection with any proposed amendment, waiver or consent  requiring the consent of “each
              Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to
              herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is
              reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a
              Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, (ii) the Borrower shall pay to such
              Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination,
              including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16
              had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender and (iii) such Non-Consenting Lender shall have received the outstanding principal amount of its Loans and participations in LC
              Disbursements.  Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the
              extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make
              such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment,
              the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty
              by the parties thereto.

           

          
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          (f)          Notwithstanding anything herein to the contrary, as to any amendment or amendment and restatement
              otherwise approved in accordance with this Section, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment or amendment and restatement, would have no Commitment or outstanding
              Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan
              Documents at the time such amendment, amendment and restatement or other modification becomes effective.

           

          (g)       Notwithstanding anything to the contrary herein, if the Administrative Agent and the Borrower acting
              together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or
              supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

           

          SECTION 9.03.      Expenses; Limitation of Liability; Indemnity; Etc.

           

          (a)         Expenses.  The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses
              incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and of a single local counsel to the Administrative Agent in each relevant
              jurisdiction (which may include a single special counsel acting in multiple other jurisdictions) and of such other counsel retained with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)), in
              connection with the syndication and distribution (including, without limitation, via the internet or through a service such as SyndTrak or Intralinks) of the credit facilities provided for herein, the preparation and administration of this
              Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
              expenses incurred by the Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing
              Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender (which shall be limited to one primary counsel and, if reasonably necessary, one local counsel in
              each relevant jurisdiction for all Indemnitees taken as a whole (and, solely in the case of an actual or perceived conflict of interest (as reasonably determined by the applicable Indemnitee), where the Indemnitee affected by such conflict
              informs the Borrower of such conflict, one additional counsel for each group of affected Indemnitees and, if reasonably necessary, one local counsel per relevant jurisdiction but excluding allocated fees and costs of in-house counsel)), in
              connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder,
              including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

           

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

           

          (c)        Indemnity.  The Borrower shall indemnify the Administrative Agent, each Arranger, the
              Sustainability Structuring Agent, each Co-Syndication Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
              harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel (with any legal expenses limited to one primary counsel and, if reasonably necessary, one local counsel in each relevant
              jurisdiction for all Indemnitees taken as a whole (and, solely in the case of an actual or perceived conflict of interest (as reasonably determined by the applicable Indemnitee), where the Indemnitee affected by such conflict informs the
              Borrower of such conflict, one additional counsel for each group of affected Indemnitees and, if reasonably necessary, one local counsel per relevant jurisdiction but excluding allocated fees and costs of in-house counsel) for any Indemnitee,
              incurred by or asserted against any Indemnitee 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, (ii)
              the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (iii) any Loan or Letter of Credit or the use of the proceeds
              therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) 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 (v) any actual or prospective  Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other
              third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
              Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the bad faith, gross negligence or willful misconduct of such Indemnitee or (ii) such
              Indemnitee’s material breach of its express obligations under any of the Loan Documents pursuant to a claim initiated by the Borrower.  This Section 9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses,
              claims or damages arising from any non-Tax claim.

           

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

           

          (e)          All amounts due under this Section 9.03 shall be payable not later than fifteen (15) days after written
              demand therefor.

           

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

           

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

           

          (A)        the Borrower (provided that the Borrower shall be deemed to have consented to any
              such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof); provided, further, that no consent of the Borrower shall be
              required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default arising pursuant to any of Sections 7.01(a), (b), (h) or (i) has occurred and is continuing, any other assignee;

           

          (B)         the Administrative Agent;

           

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

           

          
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          (D)        the Swingline Lender; provided that no consent of the Swingline Lender shall
              be required for an assignment of all or any portion of a Term Loan.

           

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

           

          (A)       except in the case of an assignment to a Lender or an Affiliate of a Lender or an
              Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date
              the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 (in the case of Revolving Commitments and Revolving Loans) or $5,000,000 (in the case of a Term Loan)
              unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default arising pursuant to any of Sections 7.01(a), (b), (h) or (i) has
              occurred and is continuing;

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          (v)         Upon its receipt of (x) a duly completed Assignment and Assumption executed by an
              assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the
              Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and
              any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if
              either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(d), the Administrative Agent shall have no obligation to accept
              such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon.  No assignment shall be effective for purposes of this
              Agreement unless it has been recorded in the Register as provided in this paragraph.

           

          
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          (c)          Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the
              Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and/or obligations under this
              Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the
              other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
              rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
              modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in
              the first proviso to Section 9.02(b) that affects such Participant.  The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including
              the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by
              assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not
              be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
              results from a Change in Law that occurs after the Participant acquired the applicable participation.  Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the
              Borrower to effectuate the provisions of Section 2.19(b) with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided
              that such Participant agrees to be subject to Section 2.18(d) as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it
              enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
              that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of
              Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section
              5f.103-1(c) of the United States Treasury Regulations or Section 1.163-5(b) of the Proposed United States Treasury Regulations (or, in each case, any amended or successor version).  The entries in the Participant Register shall be conclusive
              absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the
              avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

           

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

           

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

           

          
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          SECTION 9.06.      Counterparts; Integration; Effectiveness; Electronic Execution.  This Agreement
              may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement, the other Loan
              Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
              understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent
              shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors
              and assigns.  Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any
              notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary
                Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed
              counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document
              and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf, or any other electronic means that reproduces an image
              of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may
              be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the
              foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of
              the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any
              Electronic Signature shall be promptly followed by a manually executed counterpart.  Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agrees that, for all purposes, including without
              limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the other Loan Parties, Electronic Signatures transmitted
              by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same
              legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary
              Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an
              original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other
              Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and
              (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf, or any
              other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any other Loan Party to use any available security measures in
              connection with the execution, delivery or transmission of any Electronic Signature.

           

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

           

          SECTION 9.08.     Right of Setoff.  If an Event of Default shall have occurred and be continuing, each
              Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (general or special, time or demand,
              provisional or final) at any time held, and other obligations at any time owing, by such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the
              Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, the Issuing Bank or Affiliate shall have made
              any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank different from the branch
              office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so setoff shall be paid over immediately to the
              Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the
              Administrative Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as
              to which it exercised such right of setoff.  The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the
              Issuing Bank or their respective Affiliates may have.  Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such
              notice shall not affect the validity of such setoff and application.

           

          SECTION 9.09.      Governing Law; Jurisdiction; Consent to Service of Process.

           

          (a)         THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY SUCH OTHER
              LOAN DOCUMENT) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

           

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

           

          
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          (c)         Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property,
              to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York
              sitting in the  Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for
              recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims
              brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State court.  Each of the parties hereto agrees that a final judgment in any
              such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or in any other Loan Document shall affect any right that the
              Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

           

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

           

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

           

          SECTION 9.10.     WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
              APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
              CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
              ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

           

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

           

          SECTION 9.12.     Confidentiality.  Each of the Administrative Agent, the Issuing Bank and the Lenders
              agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other
              advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any
              Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to
              any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement
              of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
              rights or obligations under this Agreement or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) on a confidential basis to (1) any rating
              agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with
              respect to the credit facilities provided for herein, (h) with the prior written consent of the Borrower or (i) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes
              available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower.  For the purposes of this Section, “Information” means all information received from the Borrower
              relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information
              pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry.  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 LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
            INFORMATION CONCERNING THE BORROWER AND  ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
            NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

           

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

           

          SECTION 9.13.    USA PATRIOT Act.  Each Lender that is subject to the requirements of the Patriot Act and
              the requirements of the Beneficial Ownership Regulation hereby notifies each Loan Party that, pursuant to the requirements of the Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information
              that identifies such Loan Party, which information includes the name, address and tax identification number of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act
              and the Beneficial Ownership Regulation and other applicable “know your customer” and anti-money laundering rules and regulations.

           

          
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          SECTION 9.14.     Releases of Subsidiary Guarantors.

           

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

           

          (b)         Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon
              the request of the Borrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (i) if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary, (ii) becomes an Excluded Subsidiary or is otherwise
              not required pursuant to the terms of this Agreement to be a Subsidiary Guarantor; provided that if any Guarantor ceases to be a Wholly-Owned Restricted Subsidiary, directly or indirectly, of the Borrower, such Subsidiary shall not be
              released from its Guarantee of the Secured Obligations unless either (x) it is no longer a direct or indirect Subsidiary of the Borrower pursuant to a transaction that is otherwise permitted hereunder or (y)(A) the transaction pursuant to
              which such Subsidiary ceases to be a direct or indirect Wholly-Owned Restricted Subsidiary of the Borrower is consummated with a bona fide third-party that is not an Affiliate of any Loan Party for fair market value, (B) such Subsidiary does
              not (I) own or have an exclusive license of any Material Intellectual Property or (II) own any Equity Interests of any Person that owns or is the exclusive licensee of any Material Intellectual Property, (C) the primary purpose of such
              transaction is not the release of any Guarantee or Lien on such Subsidiary (it being understood that this proviso shall not limit the release of any Subsidiary Guarantor that is an Excluded Subsidiary other than not being a Wholly-Owned
              Restricted Subsidiary of the Borrower), and (D) with respect to a release pursuant to this clause (y) after giving pro forma effect to such release and the consummation of the relevant transaction, the Borrower shall be deemed to have made a
              new investment in such Person (as if such Person were then newly acquired or formed) and such release shall be subject to such investment being permitted under this Agreement); or (ii) such release is approved, authorized or ratified by the
              requisite Lenders pursuant to Section 9.02.

           

          (c)         At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and
              other amounts payable under the Loan Documents and the other Secured Obligations (other than Swap Obligations not yet due and payable, Banking Services Obligations not yet due and payable, Unliquidated Obligations for which no claim has been
              made and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and
              all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.

           

          SECTION 9.15.     Appointment for Perfection.  Each Lender hereby appoints each other Lender as its agent
              for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession or control. 
              Should any Lender (other than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall
              deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

           

          
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          SECTION 9.16.    Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time
              the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum


                Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges
              payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
              be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the applicable
              Overnight Rate to the date of repayment, shall have been received by such Lender.

           

          SECTION 9.17.     No Fiduciary Duty, etc.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such
            Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
            Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were
            governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the
            Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the
            U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies
            of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

           

          
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          ARTICLE X

          

          

          Borrower Guarantee

           

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

           

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

           

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

           

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

           

          The Borrower further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Specified Ancillary Obligations now or hereafter existing and shall
            continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Specified Ancillary Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must
            otherwise be restored or returned by any applicable Lender (or any of its Affiliates) upon the insolvency, bankruptcy or reorganization of any Subsidiary or otherwise (including pursuant to any settlement entered into by a holder of Specified
            Ancillary Obligations in its discretion).

           

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

           

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

           

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

           

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

           

          [Signature Pages Follow]

           

          

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

           

          	 	
                  STANDARD MOTOR PRODUCTS, INC.

                
	 	
                  as the Borrower

                
	 	 	 
	 	
                  By

                	

                	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


          

          

          Signature Page to Credit Agreement

          Standard Motor Products, Inc.

           

          

          
            
              


          

          	 	
                  JPMORGAN CHASE BANK, N.A., individually as

                
	 	
                  a Lender, as the Swingline Lender, as the Issuing

                
	 	
                  Bank and as Administrative Agent

                
	 	 	 
	 	
                  By

                	 	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


          

          

          Signature Page to Credit Agreement

          Standard Motor Products, Inc.

          

          

          
            
              


          

          	 	
                  BANK OF AMERICA, N.A., as a Lender and an

                
	 	
                  Issuing Bank

                
	 	 	 
	 	
                  By

                	 	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


          

          

          Signature Page to Credit Agreement

          Standard Motor Products, Inc.

           

          

          
            
              


          

          	 	
                  WELLS FARGO BANK, NATIONAL

                
	 	
                  ASSOCIATION, as a Lender and an Issuing Bank

                
	 	 	 
	 	
                  By

                	 	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


          

          

          Signature Page to Credit Agreement

          Standard Motor Products, Inc.

          

          

          
            
              


          

          	 	
                  CAPITAL ONE, N.A., as a Lender

                
	 	 
	 	
                  By

                	 	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


          

          

          Signature Page to Credit Agreement

          Standard Motor Products, Inc.

           

          

          
            
              


          

          	 	
                  CITIZENS BANK, N.A., as a Lender

                
	 	 	 
	 	
                  By

                	

                	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


          

          

          Signature Page to Credit Agreement

          Standard Motor Products, Inc.

           

          

          
            
              


          

          	 	
                  HSBC BANK USA, NATIONAL ASSOCIATION,

                
	 	
                  as a Lender

                
	 	 	 
	 	
                  By

                	 	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


          

          

          Signature Page to Credit Agreement

          Standard Motor Products, Inc.

          

          

          
            
              


          

          	 	
                  THE HUNTINGTON NATIONAL BANK, as a

                
	 	
                  Lender

                
	 	 	 
	 	
                  By

                	 	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


          

          

          Signature Page to Credit Agreement

          Standard Motor Products, Inc.

           

          

          
            
              


          

          EXHIBIT A

           

          ASSIGNMENT AND ASSUMPTION

           

          This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert


              name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the
            Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions
            set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

           

          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in
            accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under
            the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the
            respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and
            any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan
            transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
            sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without
            recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

           

          	
                  1.

                	
                  Assignor:

                	 	 
	 	 	 
	
                  2.

                	
                  Assignee:

                	 	 
	 	 	
                  [and is an Affiliate/Approved Fund of [identify Lender]1]

                
	 	 	 
	
                  3.

                	
                  Borrower(s):

                	
                    Standard Motor Products, Inc.          

                	 
	 	 	 
	
                  4.

                	
                  Administrative Agent:

                	
                  JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

                
	 	 	 
	
                  5.

                	
                  Credit Agreement:

                	
                  The Credit Agreement dated as of June 1, 2022 among Standard Motor Products, Inc., the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent

                
	 	 	 
	
                  6.

                	
                  Assigned Interest:

                	 


          

          

          

          1 Select as applicable.

           

          

          
            
              


          

          
          	
                  Facility Assigned2

                	 	
                  Aggregate Amount of 

                  Commitment/Loans for 

                  all Lenders

                	 	
                  Amount of 

                  Commitment/Loans 

                  Assigned

                	
                  Percentage Assigned of 

                  Commitment/Loans3

                	 
	 	 	
                  $

                	 	 	$	 	
                  

                  

                	
                  %

                	 
	 	 	
                  $

                	 	 	$	 	
                  

                  

                	
                  %

                	 
	 	 	
                  $

                	 	 	$	 	
                  

                  

                	
                  %

                	 


          

          

          Effective Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

           

          The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may
            contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance
            procedures and applicable laws, including federal and state securities laws.

           

          The terms set forth in this Assignment and Assumption are hereby agreed to:

           

          	 	
                  ASSIGNOR

                
	 	 
	 	
                  [NAME OF ASSIGNOR]

                
	 	 	 
	
                  

                  

                	By:	 
	 	
                  

                  

                	Title:
	 	 	 
	 	
                  ASSIGNEE

                
	 	 	 
	 	
                  [NAME OF ASSIGNEE]

                
	 	 	 
	
                  

                  

                	By:	 
	 	
                  

                  

                	Title:


          

          

          

          2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this
            Assignment (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.).

          3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

           

          

          
            2

            
              


          

          
          Consented to and Accepted:

           

          	
                  JPMORGAN CHASE BANK, N.A., as

                
	
                  Administrative Agent [and Issuing Bank and Swingline Lender]

                
	 	 	 
	
                  By:

                	 	 
	 	
                  Title:

                	 
	 	 	 
	
                  [Consented to:]4

                
	 	 	 
	
                  STANDARD MOTOR PRODUCTS, INC.

                
	 	 	 
	
                  By:

                	 	 
	 	
                  Title:

                	 


          

          

          4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

           

          

          
            3

            
              


          

          ANNEX 1

           

          STANDARD TERMS AND CONDITIONS FOR

           

          ASSIGNMENT AND ASSUMPTION

           

          1.  Representations and Warranties.

           

          1.1  Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
            lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b)
            assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
            sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements
            under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (v) the performance or observance by the Borrower, any of its Subsidiaries or
            Affiliates or any other Person of any of their respective obligations under any Loan Document.

           

          1.2.  Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and
            Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to be
            satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned
            Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its
            decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01
            thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which
            it has made such analysis and decision independently and without reliance on the Administrative Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and (vi)  attached to the Assignment and
            Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative
            Agent, any Arranger, any Co-Syndication Agent, the Assignor or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
            decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

           

          2.  Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees
            and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

           

          
            
              


          

          
          3.  General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
              successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and
              the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this
              Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

           

          
            2

            
              


          

          EXHIBIT B

           

          FORM OF INCREASING LENDER SUPPLEMENT

           

          INCREASING LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement, dated as of June 1, 2022 (as amended,
            restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Standard Motor Products, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in
            such capacity, the “Administrative Agent”).

           

          W I T N E S S E T H

           

          WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the aggregate
            Revolving Commitments and/or one or more tranches of Incremental Term Loans under the Credit Agreement by requesting one or more Lenders to increase the amount of its Revolving Commitment and/or to participate in such a tranche;

           

          WHEREAS, the Borrower has given notice to the Administrative Agent of its intention to [increase the aggregate Revolving Commitments] [and] [enter into a tranche of Incremental Term Loans]
            pursuant to such Section 2.20; and

           

          WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the undersigned Increasing Lender now desires to [increase the amount of its Revolving Commitment] [and] [participate in a tranche of
            Incremental Term Loans] under the Credit Agreement by executing and delivering to the Borrower and the Administrative Agent this Supplement;

           

          NOW, THEREFORE, each of the parties hereto hereby agrees as follows:

           

          1.  The undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement it shall [have its Revolving Commitment increased
            by $[__________], thereby making the aggregate amount of its total Revolving Commitments equal to $[__________]] [and] [participate in a tranche of Incremental Term Loans with a commitment amount equal to $[__________] with respect thereto].

           

          2.  The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.

           

          3.  Terms defined in the Credit Agreement shall have their defined meanings when used herein.

           

          4.  This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

           

          5.  This Supplement is a Loan Document under (and as defined in) the Credit Agreement.  This Supplement may be executed in any number of counterparts and by different parties hereto in separate
            counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.

           

          
            
              


          

          
          IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

           

          	 	
                  [INSERT NAME OF INCREASING LENDER]

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                
	 	
                  Title:

                
	 	 
	
                  Accepted and agreed to as of the date first written above:

                
	 
	
                  STANDARD MOTOR PRODUCTS, INC.

                
	 	 	 
	
                  By:

                	 	 	 
	
                  Name:

                
	
                  Title:

                
	 
	
                  Acknowledged as of the date first written above:

                
	 	 	 
	
                  JPMORGAN CHASE BANK, N.A.

                
	
                  as Administrative Agent

                
	 	 	 
	
                  By:

                	 	 	 
	
                  Name:

                	 	 
	
                  Title:

                	 	 


          

          

          
            2

            
              


          

          EXHIBIT C

           

          FORM OF AUGMENTING LENDER SUPPLEMENT

           

          AUGMENTING LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement, dated as of June 1, 2022 (as amended,
            restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Standard Motor Products, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in
            such capacity, the “Administrative Agent”).

           

          W I T N E S S E T H

           

          WHEREAS, the Credit Agreement provides in Section 2.20 thereof that any bank, financial institution or other entity may [extend Revolving Commitments] [and] [participate in tranches of
            Incremental Term Loans] under the Credit Agreement subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in
            substantially the form of this Supplement; and

           

          WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto;

           

          NOW, THEREFORE, each of the parties hereto hereby agrees as follows:

           

          1.  The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all purposes of
            the Credit Agreement to the same extent as if originally a party thereto, with a [Revolving Commitment of $[__________]] [and] [a commitment with respect to Incremental Term Loans of $[__________]].

           

          2.  The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement,
            together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and
            decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue
            to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as
            agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with
            such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to
            be performed by it as a Lender.

           

          3.  The undersigned’s address for notices for the purposes of the Credit Agreement is as follows:

           

          [___________]

           

          4.  The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.

           

          
            
              


          

          5.  Terms defined in the Credit Agreement shall have their defined meanings when used herein.

           

          6.  This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

           

          7.  This Supplement is a Loan Document under (and as defined in) the Credit Agreement.  This Supplement may be executed in any number of counterparts and by different parties hereto in separate
            counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.

           

          [remainder of this page intentionally left blank]

           

          
            
              


          

          IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

           

          	 	 	
                  [INSERT NAME OF AUGMENTING LENDER]

                
	 	 	 	 
	 	 	
                  By:

                	

                
	 	 	
                  Name:

                
	 	 	
                  Title:

                
	 	 	 
	
                  Accepted and agreed to as of the date first written above:

                
	 	 	 	 
	
                  STANDARD MOTOR PRODUCTS, INC.

                
	 	 	 	 
	
                  By:

                	

                	 	 
	
                  Name:

                	 	 
	
                  Title:

                	 	 
	 	 	 	 
	
                  Acknowledged as of the date first written above:

                
	 	 	 	 
	
                  JPMORGAN CHASE BANK, N.A.

                
	
                  as Administrative Agent

                
	 	 	 	 
	
                  By:

                	

                	 	 
	
                  Name:

                	 	 
	
                  Title:

                	 	 


          

          

          
            
              


          

          EXHIBIT D

           

          LIST OF CLOSING DOCUMENTS

           

          STANDARD MOTOR PRODUCTS, INC.

           

          CREDIT FACILITIES

           

          June 1, 2022

           

          LIST OF CLOSING DOCUMENTS1

           

          A.          LOAN DOCUMENTS

           

          	1.	
                  Credit Agreement (the “Credit Agreement”) by and among Standard Motor Products, Inc. a New York corporation (the “Borrower”), the institutions from time to time parties thereto as Lenders (the “Lenders”) and
                    JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), evidencing a revolving credit facility to the Borrower from the Revolving Lenders in an aggregate
                    principal amount of $400,000,000 and a term loan facility to the Borrower from the Term Lenders in an aggregate principal amount of $100,000,000.

                


           

          SCHEDULES

           

          	 	
                  Schedule 1.01

                	
                  --

                	
                  Sustainability Table and Sustainability Pricing Adjustments

                
	 	
                  Schedule 2.01

                	
                  --

                	
                  Commitments

                
	 	
                  Schedule 2.06

                	
                  --

                	
                  Existing Letters of Credit

                
	 	
                  Schedule 3.01

                	
                  --

                	
                  Subsidiaries

                
	 	
                  Schedule 5.11

                	
                  --

                	
                  Unrestricted Subsidiaries

                
	 	
                  Schedule 6.01

                	
                  --

                	
                  Existing Indebtedness

                
	 	
                  Schedule 6.02

                	
                  --

                	
                  Existing Liens

                
	 	
                  Schedule 6.05

                	
                  --

                	
                  Existing Investments, Loans, Advances, Guarantees and Acquisitions

                


          

          

          EXHIBITS

           

          	 	
                  Exhibit A

                	
                  --

                	
                  Form of Assignment and Assumption

                
	 	
                  Exhibit B

                	
                  --

                	
                  Form of Increasing Lender Supplement

                
	 	
                  Exhibit C

                	
                  --

                	
                  Form of Augmenting Lender Supplement

                
	 	
                  Exhibit D

                	
                  --

                	
                  List of Closing Documents

                
	 	
                  Exhibit E-1

                	
                  --

                	
                  Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)

                
	 	
                  Exhibit E-2

                	
                  --

                	
                  Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)

                
	 	
                  Exhibit E-3

                	
                  --

                	
                  Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)

                
	 	
                  Exhibit E-4

                	
                  --

                	
                  Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)

                
	 	
                  Exhibit F-1

                	
                  --

                	
                  Form of Borrowing Request

                
	 	
                  Exhibit F-2

                	
                  --

                	
                  Form of Interest Election Request

                


          

           
            


          1 Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement.  Items appearing in bold
            and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel.

           

          
            
              


          

          	2.	
                  Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.10(e) of the Credit Agreement.

                


           

          	3.	
                  Guaranty executed by the initial Subsidiary Guarantors (collectively with the Borrower, the “Loan Parties”) in favor of the Administrative Agent.

                


           

          	4.	
                  Pledge and Security Agreement executed by the Loan Parties in favor of the Administrative Agent, together with pledged instruments and allonges, stock certificates, stock powers
                      executed in blank, pledge instructions and acknowledgments, as appropriate.

                


           

          	5.	
                  Confirmatory Grant of Security Interest in United States Patents made by certain of the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.

                


           

          	6.	
                  Confirmatory Grant of Security Interest in United States Trademarks made by certain of the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.

                


           

          	7.	
                  Confirmatory Grant of Security Interest in United States Copyrights made by certain of the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.

                


           

          	8.	
                  Certificates of Insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Borrower and the Subsidiary Guarantors, together
                    with separate lender loss payable endorsements and (y) additional insured with respect to the liability insurance policies of the Borrower and the Subsidiary Guarantors.

                


           

          B.          UCC DOCUMENTS

           

          	9.	
                  UCC, tax lien and name variation search reports naming each Loan Party from the appropriate offices in relevant jurisdictions.

                


           

          	10.	
                  UCC financing statements naming each Loan Party as debtor and the Administrative Agent as secured party as filed with the appropriate offices in applicable jurisdictions.

                


           

          C.          CORPORATE DOCUMENTS

           

          	11.	
                  Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the Certificate of Incorporation or other charter document of
                    such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such
                    governmental entity, (ii) the By-Laws or other applicable organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing
                    body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan
                    Documents to which it is a party, and (in the case of the Borrower) authorized to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement.

                


           

          
            
              


          

          	12.	
                  Good Standing Certificate (or analogous documentation if applicable) for each Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of its
                    organization, to the extent generally available in such jurisdiction.

                


           

          D.          OPINIONS

           

          	13.	
                  Opinion of Ashurst LLP, counsel for the Loan Parties.

                


           

          E.          CLOSING CERTIFICATES AND MISCELLANEOUS

           

          	14.	
                  A Certificate signed by the President, a Vice President or a Financial Officer of the Borrower
                      certifying the following:  (i) that all of the representations and warranties contained in Article III of the Credit Agreement are true and correct and (ii) that no Default or Event of Default has occurred and is then
                      continuing.

                


           

          	15.	
                  A Certificate of the chief financial officer of the Borrower in form and substance satisfactory to the Administrative Agent supporting the conclusions that, after giving effect to the
                    Transactions, the Borrower and its Subsidiaries, taken as a whole, are Solvent and will be Solvent subsequent to incurring the indebtedness in connection with the Transactions.

                


           

          	16.	
                  Payoff documentation providing evidence satisfactory to the Administrative Agent that the Existing Credit Agreement has been terminated and cancelled (along with all of the agreements,
                    documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder have been terminated.

                


           

          
            
              


          

          EXHIBIT E-1

           

          [FORM OF]

          

          

          U.S. TAX COMPLIANCE CERTIFICATE

          (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

          

          

          Reference is hereby made to the Credit Agreement dated as of June 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
            Standard Motor Products, Inc. (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

           

          Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any
            promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the
            meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

           

          The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.  By executing
            this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times
            furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years
            preceding such payments.

           

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

           

          	
                  [NAME OF LENDER]

                	 
	 	 
	
                  By:

                	

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	 	 
	
                  Date:               , 20[__]

                	 


          

          

          
            
              


          

          EXHIBIT E-2

           

          [FORM OF]

          

          

          U.S. TAX COMPLIANCE CERTIFICATE

          (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

           

          Reference is hereby made to the Credit Agreement dated as of June 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
            Standard Motor Products, Inc. (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

           

          Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which
            it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not
            a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

           

          The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.  By executing this certificate,
            the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
            completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

           

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

           

          	
                  [NAME OF PARTICIPANT]

                	 
	 	 
	
                  By:

                	 	 
	
                  Name:

                	 
	
                  Title:

                	 
	
                  Date:                , 20[__]

                	 


          

          

          
            
              


          

          EXHIBIT E-3

           

          [FORM OF]

          

          

          U.S. TAX COMPLIANCE CERTIFICATE

          (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

          

          

          Reference is hereby made to the Credit Agreement dated as of June 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
            Standard Motor Products, Inc. (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

           

          Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is
            providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is
            a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent
            shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
            Code.

           

          The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest
            exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the
            portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at
            all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

           

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

           

          	
                  [NAME OF PARTICIPANT]

                	 
	 	 
	
                  By:

                	 	 
	
                  Name:

                	 
	
                  Title:

                	 
	 	 
	
                  Date:               , 20[__]

                	 


          

          

          
            
              


          

          EXHIBIT E-4

           

          [FORM OF]

          

          

          U.S. TAX COMPLIANCE CERTIFICATE

          (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

          

          

          Reference is hereby made to the Credit Agreement dated as of June 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
            Standard Motor Products, Inc. (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

           

          Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s)
            evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with
            respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in
            the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of
            the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

           

          The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the
            portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners
            that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the
            Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
            made to the undersigned, or in either of the two calendar years preceding such payments.

           

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

           

          	
                  [NAME OF LENDER]

                	 
	 	 
	
                  By:

                	

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	 	 
	
                  Date:                 , 20[__]

                	 


          

          

          
            
              


          

          EXHIBIT F-1

           

          FORM OF BORROWING REQUEST

           

          JPMorgan Chase Bank, N.A.,

          as Administrative Agent

          for the Lenders referred to below

          

          

          [10 South Dearborn

          Chicago, Illinois 60603

          Attention: [__________]

          Facsimile: [__________]]

          

          

          With a copy to:

          

          

          [__________]

          [__________]

          Attention: [__________]

          Facsimile: [__________]

           

          
            	 	
                    Re:

                  	
                    Standard Motor Products, Inc.

                  


          

           

          [Date]

           

          Ladies and Gentlemen:

           

          Reference is hereby made to the Credit Agreement dated as of June 1, 2022 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),


            among Standard Motor Products, Inc. (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but
            not defined herein shall have the meanings assigned to such terms in the Credit Agreement.  The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in
            that connection the Borrower specifies the following information with respect to such Borrowing requested hereby:

           

          	1.	
                  The requested Borrowing is in respect of [the Revolving Commitment][the Term Loan Commitment].

                


           

          	2.	
                  Aggregate principal amount of Borrowing:6  __________

                


           

          	3.	
                  Date of Borrowing (which shall be a Business Day):  __________

                


           

          	4.	
                  Type of Borrowing (ABR, Term Benchmark or RFR):  __________

                


           

          	5.	
                  Interest Period and the last day thereof (if a Term Benchmark Borrowing):7  __________

                


           

          

          6 Not less than applicable amounts specified in Section 2.02(c).

          7 Which must comply with the definition of “Interest Period” and end not later than the
            Maturity Date.

           

          
            
              


          

          
          	6.	
                  Agreed Currency:  __________

                


           

          	7.	
                  Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be disbursed:  __________

                


           

          [Signature Page Follows]

           

          

          
            - 2 -

            
              


          

          The undersigned hereby represents and warrants that the conditions to lending specified in Section[s] [4.01 and]1 4.02 of the Credit
            Agreement are satisfied as of the date hereof.

          

          

          	 	
                  Very truly yours,

                
	 	 	 
	 	
                  STANDARD MOTOR PRODUCTS, INC.

                
	 	
                  as the Borrower

                
	 	 	 
	 	By:	
                  

                  

                	 
	 	
                  Name:

                
	 	
                  Title:

                


          

          

          1 To be included only for Borrowings on the Effective Date.

           

          
            
              


          

          EXHIBIT F-2

           

          FORM OF INTEREST ELECTION REQUEST

           

          JPMorgan Chase Bank, N.A.,

          as Administrative Agent

          for the Lenders referred to below

          

          

          [10 South Dearborn

          Chicago, Illinois 60603

          Attention: [_______]

           

          Facsimile: ([__]) [__]-[_____]]

           

          	

                	Re:	
                  Standard Motor Products, Inc.

                


           

          [Date]

           

          Ladies and Gentlemen:

           

          Reference is hereby made to the Credit Agreement dated as of June 1, 2022 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),


            among Standard Motor Products, Inc. (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but
            not defined herein shall have the meanings assigned to such terms in the Credit Agreement.  The Borrower hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to [convert][continue] an existing Borrowing
            under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such [conversion][continuation] requested hereby:

           

          	1.	
                  List date, Type, Class, principal amount, Agreed Currency and Interest Period (if applicable) of existing Borrowing:  __________

                


           

          	2.	
                  Aggregate principal amount of resulting Borrowing:  __________

                


           

          	3.	
                  Effective date of interest election (which shall be a Business Day):  __________

                


           

          	4.	
                  Type of Borrowing (ABR, Term Benchmark or RFR):  __________

                


           

          	5.	
                  Interest Period and the last day thereof (if a Term Benchmark Borrowing):1  __________

                


           

          	6.	
                  Agreed Currency:  __________

                


           

          [Signature Page Follows]

           

          

          1 Which must comply with the definition of “Interest Period” and end not later than the
            Maturity Date.

           

          
            
              


          

          	 	
                  Very truly yours,

                
	 	 
	 	
                  STANDARD MOTOR PRODUCTS, INC.

                
	 	
                  as Borrower

                
	 	 	 
	 	By:	
                  

                  

                	 
	 	
                  Name:

                
	 	
                  Title: