Exhibit 10.1 


 


Execution Version


 

 


 


AMENDED AND RESTATED
CREDIT AGREEMENT


 


Dated as of June
9, 2022


 


among


 


MSCI INC.,

as the Borrower,


 


JPMorgan
Chase Bank, N.A.,

as Administrative Agent and L/C Issuer,


 


and


 


The Other Lenders
Party Hereto


 


____________________


 


JPMorgan
Chase Bank, N.A.


 


and


 


BANK OF AMERICA,
N.A.


 


as Joint Lead Arrangers
and Bookrunners


 


CITIZENS BANK, N.A.


 


and


 


TD BANK, N.A.


 


as Co-Documentation
Agents





 




     


     


    

TABLE OF CONTENTS


 


	Section	Page






 




	ARTICLE
                                            I

                                                                                DEFINITIONS
                                            AND ACCOUNTING TERMS

	1.01   Defined
    Terms	1
	1.02   Other
    Interpretive Provisions	40
	1.03   Accounting
    Terms	41
	1.04   Rounding	42
	1.05   Times
    of Day	42
	1.06   Letter
    of Credit Amounts	42
	1.07   Currency
    Equivalents Generally	42
	1.08   Pro
    Forma Calculation	42
	1.09   Interest
    Rates; Benchmark Notification	44
	1.10   Divisions	44
	ARTICLE
                                            II

                                                                                THE
                                            COMMITMENTS AND CREDIT EXTENSIONS

	2.01   The
    Loans	44
	2.02   Borrowings,
    Conversions and Continuations of Loans	45
	2.03   Letters
    of Credit	46
	2.04   [Reserved].	51
	2.05   Prepayments	51
	2.06   Termination
    or Reduction of Revolving Credit Commitments and Termination of Tranche A Term Loan Commitments	52
	2.07   Repayment
    of Loans	53
	2.08   Interest	54
	2.09   Fees	54
	2.10   Computation
    of Interest and Fees; Retroactive Adjustments of Applicable Rate	55
	2.11   Evidence
    of Debt	56
	2.12   Payments
    Generally; Administrative Agent’s Clawback	56
	2.13   Sharing
    of Payments by Lenders	58
	2.14   Increase
    in Commitments	59
	2.15   Cash
    Collateral	61
	2.16   Defaulting
    Lenders	62
	2.17   Discounted
    Voluntary Prepayments	64
	2.18   Extended
    Revolving Credit Commitments and Extended Term Loans	66
	2.19   Refinancing
    Term Loans	69
	ARTICLE
                                            III

                                                                                TAXES,
                                            YIELD PROTECTION AND ILLEGALITY

	3.01   Taxes	71
	3.02   Illegality	74
	3.03   Alternate
    Rate of Interest	74
	3.04   Increased
    Costs; Capital and Liquidity Requirements	77
	3.05   Compensation
    for Losses	78
	3.06   Mitigation
    Obligations; Replacement of Lenders	78
	3.07   Survival	79



 






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	ARTICLE
                                            IV

                                                                                CONDITIONS
                                            PRECEDENT TO CREDIT EXTENSIONS

	4.01   Conditions
    to Effectiveness of the Amendment and Restatement.	79
	4.02   Conditions
    to All Credit Extensions	81
	ARTICLE
                                            V

                                                                                REPRESENTATIONS
                                            AND WARRANTIES

	5.01   Existence,
    Qualification and Power	82
	5.02   Authorization;
    No Contravention	82
	5.03   Governmental
    Authorization; Other Consents	82
	5.04   Binding
    Effect	82
	5.05   Financial
    Statements; No Material Adverse Effect	82
	5.06   Litigation	83
	5.07   Ownership
    of Property	83
	5.08   Environmental
    Compliance	83
	5.09   Insurance	83
	5.10   Taxes	83
	5.11   ERISA
    Compliance	84
	5.12   Subsidiaries	84
	5.13   Margin
    Regulations; Investment Company Act	84
	5.14   Disclosure	85
	5.15   Compliance
    with Laws	85
	5.16   Intellectual
    Property; Licenses, Etc.	85
	5.17   Anti-Money-Laundering
    Laws; Anti-Corruption Laws; Sanctions	85
	ARTICLE
                                            VI

                                                                                AFFIRMATIVE
                                            COVENANTS

	6.01   Financial
    Statements	86
	6.02   Certificates;
    Other Information	86
	6.03   Notices	88
	6.04   Payment
    of Taxes	89
	6.05   Preservation
    of Existence, Etc.	89
	6.06   Maintenance
    of Properties	89
	6.07   Maintenance
    of Insurance	89
	6.08   Compliance
    with Laws	89
	6.09   Books
    and Records	90
	6.10   Inspection
    Rights	90
	6.11   Use
    of Proceeds	90
	6.12   Additional
    Guarantors	91
	6.13   Compliance
    with Environmental Laws	91
	ARTICLE
                                            VII

                                                                                NEGATIVE
                                            COVENANTS

	7.01   Liens	91
	7.02   Subsidiary
    Indebtedness	95
	7.03   Fundamental
    Changes	97
	7.04   Sale/Leaseback
    Transactions	99
	7.05   Restricted
    Payments	100
	7.06   Change
    in Nature of Business	101
	7.07   Financial
    Covenants	101



 






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	ARTICLE
                                            VIII

                                                                                EVENTS
                                            OF DEFAULT AND REMEDIES

	8.01   Events
    of Default	101
	8.02   Remedies
    upon Event of Default	104
	8.03   Application
    of Funds	104
	ARTICLE
                                            IX

                                                                                ADMINISTRATIVE
                                            AGENT

	9.01   Appointment
    and Authority	105
	9.02   Rights
    as a Lender	106
	9.03   Administrative
    Agent’s Reliance, Limitation of Liability, Etc.	107
	9.04   Posting
    of Communications	108
	9.05   Delegation
    of Duties	109
	9.06   Resignation
    of Administrative Agent	109
	9.07   Non-Reliance
    on Administrative Agent and Other Lenders	110
	9.08   No
    Other Duties, Etc.	112
	9.09   Administrative
    Agent May File Proofs of Claim	112
	9.10   Guaranty
    Matters	113
	9.11   Withholding
    Taxes	114
	9.12   Certain
    ERISA Matters	114
	ARTICLE
                                            X

                                                                                MISCELLANEOUS

	10.01   Amendments,
    Etc.	115
	10.02   Notices;
    Effectiveness; Electronic Communications	118
	10.03   No
    Waiver; Cumulative Remedies	119
	10.04   Expenses;
    Indemnity; Limitation of Liability, Etc.	120
	10.05   Payments
    Set Aside	122
	10.06   Successors
    and Assigns	122
	10.07   Treatment
    of Certain Information; Confidentiality	127
	10.08   Right
    of Setoff	128
	10.09   Interest
    Rate Limitation	128
	10.10   Counterparts;
    Integration; Effectiveness	129
	10.11   Survival
    of Representations and Warranties	130
	10.12   Severability	130
	10.13   Replacement
    of Lenders	130
	10.14   Governing
    Law; Jurisdiction; Etc.	131
	10.15   WAIVER
    OF JURY TRIAL	132
	10.16   No
    Advisory or Fiduciary Responsibility	132
	10.17   USA
    PATRIOT Act Notice	133
	10.18   Acknowledgement
    and Consent to Bail-In of Affected Financial Institutions	134
	10.19   Acknowledgement
    Regarding Any Supported QFCs	134




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	SCHEDULES	 
	2.01A	Commitments and Applicable Percentages
	5.06	Litigation
	5.08	Environmental Matters
	5.11(d)	ERISA Matters
	5.12	Subsidiaries and Other Equity Investments; Loan Parties
	5.16	Intellectual Property Matters
	7.01	Existing Liens
	7.02	Existing Subsidiary Indebtedness
	10.02	Administrative Agent’s Office; Certain Addresses for Notices
	 	 
	EXHIBITS	 
	 	 
	Form of	 
	A	Committed Loan Notice
	B-1	Revolving Credit Note
	B-2	Term Note
	C	Compliance Certificate
	D	Assignment and Assumption
	E	Guaranty
	F	United States Tax Compliance Certificate
	G	Loan Auction Procedures








 




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AMENDED
AND RESTATED CREDIT AGREEMENT


 


This AMENDED AND RESTATED
CREDIT AGREEMENT is entered into as of June 9, 2022, among MSCI Inc., a Delaware corporation (the “Borrower”), each
lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”)
and JPMORGAN CHASE BANK, N.A., as Administrative Agent and L/C Issuer.


 


PRELIMINARY
STATEMENTS:


 


WHEREAS, pursuant
to the Revolving Credit Agreement, dated as of November 20, 2014 (as amended through the Amendment No. 5 Effective Date, the “Existing
Credit Agreement”), among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, and the other parties
thereto, the lenders thereunder extended credit to the Borrower in the form of a revolving credit facility in an aggregate principal
amount of $500,000,000;


 


WHEREAS, the Borrower
has requested that (a) the Lenders extend credit in the form of (i) Tranche A Term Loans in an aggregate principal amount equal to $350,000,000
and (ii) Revolving Credit Loans at any time and from time to time prior to the Maturity Date for the Revolving Credit Facility, in an
aggregate principal amount at any time outstanding not in excess of $500,000,000 and (b) the L/C Issuer issue Letters of Credit for the
account of the Borrower or its Subsidiaries.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, the parties hereto agree to amend and restate the Existing Credit
Agreement, and the Existing Credit Agreement is hereby amended and restated, in its entirety as follows:


 


ARTICLE
I

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Additional
Commitment Lender” means an Additional Revolving Credit Commitment Lender and/or an Additional Term Lender, as the context
may require.


 


“Additional
Commitments” means Additional Revolving Credit Commitments and/or Additional Term Commitments, as the context may require.


 


“Additional
Commitments Effective Date” has the meaning specified in Section 2.14(b).


 


“Additional
Credit Extension Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agent, be
in the form of an amendment and restatement of this Agreement) providing for any Additional Commitments pursuant to Section 2.14,
Extended Term A Loans and/or Extended Revolving Credit Commitments pursuant to Section 2.18, and/or Refinancing Term Loans pursuant
to Section 2.19, which shall be consistent with the applicable provisions of this Agreement and otherwise reasonably satisfactory
to the parties thereto. Each Additional Credit Extension Amendment shall be executed by the Administrative Agent, the L/C Issuer, (to
the extent Section 10.01 would require the consent of the L/C Issuer for the amendments effected in such Additional Credit


 



    5 


     


    




 


Extension
Amendment), the Loan Parties and the other parties specified in the applicable Section of this Agreement (but not any other Lender not
specified in the applicable Section of this Agreement), but shall not effect any amendments that would require the consent of each affected
Lender or all Lenders pursuant to the proviso in the first paragraph of Section 10.01. Any Additional Credit Extension Amendment
may include conditions for delivery of opinions of counsel and other documentation consistent with the conditions in Section 4.01
of the Existing Credit Agreement and certificates confirming satisfaction of conditions consistent with Section 4.02, all
to the extent reasonably requested by the Administrative Agent or the other parties to such Additional Credit Extension Amendment.


 


“Additional
Revolving Credit Commitment Lender” has the meaning specified in Section 2.14(a)(vi). For the avoidance of doubt, any
Additional Revolving Credit Commitment Lender shall be deemed a Lender under this Agreement.


 


“Additional
Revolving Credit Commitments” has the meaning specified in Section 2.14(a).


 


“Additional
Term Commitments” has the meaning specified in Section 2.14(a).


 


“Additional
Term Lender” has the meaning specified in Section 2.14(a)(v). For the avoidance of doubt, any Additional Term Lender
shall be deemed a Lender under this Agreement.


 


“Additional
Term Loans” means loans made pursuant to Additional Term Commitments.


 


“Adjusted
Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10% (10 basis points);
provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be
equal to the Floor for the purposes of this Agreement.


 


“Adjusted
Term SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest
Period, plus (b) 0.10% (10 basis points); 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 JPMCB in its capacity as administrative agent under any of the Loan Documents, or any successor administrative
agent.


 


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


 


“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”
of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For


 






    6 


     


    

 


the
purposes of this definition, “control” when used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Agency Fee
Letter” means the Fee Letter, dated as of June 9, 2022, between the Borrower and JPMCB.


 


“Aggregate
Commitments” means the Commitments of all the Lenders. As of the Amendment and Restatement Effective Date, the amount of the
Aggregate Commitments is $850,000,000.


 


“Agreement”
means this Amended and Restated Credit Agreement as amended from time to time in accordance with the terms 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 3.03 (for the avoidance of doubt, only until the Benchmark
Replacement has been determined pursuant to Section 3.03(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.


 


“Amendment
and Restatement Effective Date” has the meaning specified in Section 4.01.


 


“Amendment
No. 5 Effective Date” means February 16, 2022.


 


“Ancillary
Document” has the meaning assigned to it in Section 10.10(b).


 


“Anti-Corruption
Laws” means all laws, rules and regulations concerning or relating to bribery or corruption of any jurisdiction in which the
Borrower or its Subsidiaries conduct business.


 


“Anti-Money
Laundering Laws” means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes,
case law or treaties related to terrorism financing or money laundering, including any applicable provision of Title III of the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001 (Title
III of Pub. L. 107-56) and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31
U.S.C. §§ 5311-5330 and 12 U.S.C.


 






    7 


     


    

 


§§ 1818(s),
1820(b) and 1951-1959) of any jurisdiction in which the Loan Parties or their respective subsidiaries conduct business.


 


“Applicable
Additional Credit Extension Transaction” means, as of the date of any Additional Credit Extension Amendment, the entering into
such Additional Credit Extension Amendment, the consummation of the transactions contemplated thereby and the payment of fees and expenses
incurred in connection with the foregoing.


 


“Applicable
Fee Rate” means 0.20% per annum.


 


“Applicable
Parties” has the meaning specified in Section 9.04(c).


 


“Applicable
Percentage” means, (a) in respect of any Class of Term Loans, with respect to any Term Lender under such Class at any time,
the percentage (carried out to the ninth decimal place) of such Class of Term Loans represented by the principal amount of such Term Lender’s
Term Loans of such Class at such time and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit
Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving
Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment
of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage
of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of
such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments.
The Applicable Percentage of each Lender in respect of each Facility as of the Amendment and Restatement Effective Date is set forth
opposite the name of such Lender on Schedule 2.01A.


 


“Applicable
Rate” means, (a) with respect to the Revolving Credit Loans, (i) from the Amendment No. 5 Effective Date to the date on
which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a) for the fiscal quarter during which
the Amendment No. 5 Effective Date occurs, 0.50% per annum for Base Rate Loans and 1.50% per annum for Term Benchmark Loans and Letter
of Credit Fees, and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated
Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


 


	Applicable Rate
	Pricing
    Level	Consolidated
    Leverage Ratio	Term
    Benchmark Loans (Letters of Credit)	Base
    Rate Loans
	1	<
    1.50:1.00	1.00%	0.00%
	2	>
    1.50:1.00 and < 2.50:1.00	1.25%	0.25%
	3	>
    2.50:1.00	1.50%	0.50%


 






    8 


     


    

 


(b)  with
respect to the Tranche A Term Loans, (i) from the Amendment and Restatement Effective Date to the date on which the Administrative
Agent receives a Compliance Certificate pursuant to Section 6.02(a) for the fiscal quarter during which the Amendment and Restatement
Effective Date occurs, 1.00% per annum for Base Rate Loans and 2.00% per annum for Term Benchmark Loans, and (ii) thereafter, the applicable
percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(a):


 


	Applicable Rate
	Pricing
    Level	Consolidated
    Leverage Ratio	Term
    Benchmark Loans	Base
    Rate Loans
	1	<
    1.50:1.00	1.50%	0.50%
	2	>
    1.50:1.00 and < 2.50:1.00	1.75%	0.75%
	3	>
    2.50:1.00	2.00%	1.00%


 


Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that
if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the written request of the Required
Revolving Lenders (in the case of clause (a) above) or the Required Tranche Term Lenders (in the case of clause (b) above), Pricing Level
3 of the applicable pricing grid above shall apply as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered until the first Business Day immediately following delivery of such Compliance Certificate, at which
time the relevant Applicable Rate shall be determined based on such Compliance Certificate. If at any time an Event of Default shall
have occurred and be continuing, then, upon the written request of the Required Revolving Lenders (in the case of clause (a) above) or
the Required Tranche Term Lenders (in the case of clause (b) above), Pricing Level 3 shall apply as of the first Business Day after the
date on which the Borrower shall have received such request until the first Business Day on which such Event of Default is waived or
no longer exists.


 


Notwithstanding anything
to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions
of Section 2.10(b).


 


“Applicable
Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s
Applicable Percentage in respect of the Revolving Credit Facility at such time.


 


“Appropriate
Lender” means, at any time, (a) with respect to the Revolving Credit Facility, a Lender that has a Revolving Credit Commitment
or holds a Revolving Credit Loan at such time, (b) with respect to the Tranche A Term Facility, a Lender that has a Tranche A Term Loan
Commitment or holds a Tranche A Term Loan at such time, (c) with respect to the L/C Sublimit, (i) the L/C Issuer and (ii) if
any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (d) with respect to any other
credit facility created pursuant to an Additional Credit


 






    9 


     


    

 


Extension
Amendment, a Lender that has a commitment or loan of any Class established pursuant to an Additional Credit Extension Amendment.


 


“Approved
Electronic Platform” has the meaning specified in Section 9.04(a).


 


“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.


 


“ARCA Transaction”
means, collectively, (i) entering into this Agreement, (ii) the transactions described in the second paragraph of the Preliminary Statements,
and (iii) the payment of the fees and expenses incurred in connection with the foregoing.


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another.


 


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


 


“Attributable
Indebtedness” means, in respect of a Sale/Leaseback Transaction, as at the time of determination, the present value (discounted
at the interest rate implicit in such transaction, determined in accordance with GAAP) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease
has been extended).


 


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


 


“Auction
Notice” means an auction notice given by the Borrower in accordance with the Auction Procedures with respect to a Discounted
Prepayment Offer.


 


“Auction
Procedures” means the auction procedures with respect to Discounted Prepayment Offers set forth in Exhibit G hereto.


 


“Audited
Financial Statements” means the audited consolidated statements of financial condition of the Borrower and its Subsidiaries
for the fiscal year ended December 31, 2021, and the related consolidated statements of income, comprehensive income, shareholders’
equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.


 


“Availability
Period” means the period from and including the Amendment No. 5 Effective Date to the earliest of (i) the Maturity Date for
the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and
(iii) the date of termination of the Revolving Credit Commitments pursuant to Section 8.02.


 






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


 


“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).


 


“Base Rate
Loan” means a Loan that bears interest based on the Alternate Base Rate.


 


“Benchmark”
means, initially, with respect to any (i) RFR Loan, the Daily Simple SOFR or (ii) Term Benchmark Loan, the Term SOFR Rate; provided
that if a Benchmark Transition Event, and the related Benchmark Replacement Date, have occurred with respect to the Daily Simple
SOFR or Term SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement
to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 3.03.


 


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


 


(1)  the
Adjusted Daily Simple SOFR;


 


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


 


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


 






    11 


     


    

 


“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 U.S. dollar-denominated
syndicated credit facilities at such time.


 


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


 


“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.


 






    12 


     


    

 


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


 


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


 


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


 


(2) a public
statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) 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


 


(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 3.03 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 3.03.


 






    13 


     


    

 


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


 


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


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b)
a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.


 


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


 


“Big Boy
Letter” means a letter from a Lender acknowledging that (i) the Borrower may have information regarding it and its Subsidiaries,
their ability to perform the Obligations or any other material information that has not previously been disclosed to the Administrative
Agent and the Lenders (“Excluded Information”), (ii) the Excluded Information may not be available to such Lender,
(iii) such Lender has independently and without reliance on any other party made its own analysis and determined to assign Term Loans
to the applicable assignee pursuant to Section 2.17 notwithstanding its lack of knowledge of the Excluded Information and (iv)
such Lender permanently waives and releases any and all claims it may have against the Administrative Agent, the Borrower and its Subsidiaries
with respect to the nondisclosure of the Excluded Information; or a letter or acknowledgement otherwise in form and substance reasonably
satisfactory to the Borrower, the Administrative Agent and assigning Lender.


 


“Board of
Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii)
in the case of any limited liability company, the board of managers or, if there is no such board, the managing member of such Person,
(iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional
equivalent of the foregoing or any committee thereof duly authorized to act on behalf thereof.


 


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


 


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


 


“Borrowing”
means a borrowing of Loans pursuant to Section 2.01 or pursuant to any Additional Credit Extension Amendment.


 


“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, in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan,
or any other dealings of such RFR Loan, any such day that is only a U.S. Government Securities Business Day.


 


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


 






    14 


     


    

 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent or L/C Issuer and
the Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or
deposit account balances or, if the L/C Issuer benefiting from such collateral shall agree in its sole discretion, other credit support,
in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C
Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such
cash collateral and other credit support.


 


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


 


(a)  readily
marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality
thereof having maturities of not more than two (2) years from the date of acquisition thereof; provided that the full faith and
credit of the United States of America is pledged in support thereof;


 


(b)  time
deposits with, or certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized
under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary
of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and
is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause
(c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not
more than 360 days from the date of acquisition thereof;


 


(c)  commercial
paper issued by any Person organized under the laws of any state of the United States and rated, at the time of acquisition thereof,
at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent
grade) by S&P, in each case with maturities of not more than 360 days from the date of acquisition thereof;


 


(d)  readily
marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing
authority thereof having, at the time of acquisition thereof, an Investment Grade Rating with maturities of 360 days or less from the
date of acquisition;


 


(e)  readily
marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each
case having, at the time of acquisition thereof, an Investment Grade Rating with maturities of 360 days or less from the date of acquisition;


 


(f)  fully
collateralized repurchase agreements with a term of not more than 30 days for underlying securities described in clauses (a) through
(e) above and entered into with a financial institution satisfying the criteria described in clause (b) above;


 






    15 


     


    

 


(g)  any
money market or similar fund not less than 90% of the assets of which are comprised of cash or any of the items specified in clauses
(a) through (f) of this definition and as to which withdrawals are permitted at least every 90 days; and


 


(h)  other
short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments
of a type analogous to the foregoing.


 


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


 


“Change in
Law” means the occurrence, after the Amendment and Restatement Effective Date, of any of the following: (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or L/C Issuer (or,
for purposes of Section 3.04(b), by any lending office of such Lender or by such Lender’s or L/C Issuer’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the Amendment and Restatement Effective Date; 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.


 


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


 


(a)  any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 35%
of the total voting power of the Voting Stock of the Borrower (or its successor by merger, consolidation or purchase of all or substantially
all of its assets), other than by the imposition of a holding company, the beneficial owners of whose Voting Stock would not have caused
a Change of Control if such beneficial owners had directly held the Voting Stock of the Borrower held by such holding company;


 


(b)  the
adoption of a plan relating to the liquidation or dissolution of the Borrower; or


 


(c)  the
merger or consolidation of the Borrower with or into another Person or the merger of another Person with or into the Borrower, or the
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation, in one or a series of related transactions)
of all or substantially all the assets of the Borrower (determined on a consolidated basis) to another Person other than a transaction,
in the case of a merger or consolidation transaction, following which holders of securities that represented 100% of the Voting Stock
of the Borrower immediately prior to such transaction (or other securities into which such securities are converted as part of such merger
or consolidation transaction) own directly or indirectly at


 






    16 


     


    

 


least 50% of the voting power of the Voting Stock of the surviving Person
in such merger or consolidation transaction immediately after giving effect to such transaction.


 


“Class”
means (i) with respect to any Commitment, its character as a Revolving Credit Commitment, a Tranche A Term Loan Commitment or any other
group of Commitments (whether established by way of new Commitments or by way of conversion or extension of existing Commitments or Loans)
designated as a “Class” in an Additional Credit Extension Amendment and (ii) with respect to any Loans, its character as
a Revolving Credit Loan, a Tranche A Term Loan or any other group of Loans (whether made pursuant to new Commitments or by way of conversion
or extension of existing Loans) designated as a “Class” in an Additional Credit Extension Amendment; provided that
in no event shall there be more than one Class of revolving credit commitments or more than one Class of revolving credit loans outstanding
at any time. Commitments or Loans that have different maturity dates, pricing (other than upfront fees) or other terms shall be designated
separate Classes.


 


“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.


 


“Co-Documentation
Agents” means Citizens Bank, N.A. and TD Bank, N.A, in their capacity as co-documentation agents for the ARCA Transaction.


 


“Collateral
Account” has the meaning specified in Section 2.03(l).


 


“Commitment”
means a Tranche A Term Loan Commitment, a Revolving Credit Commitment or any other commitment to extend credit established pursuant to
an Additional Credit Extension Amendment, as the context may require.


 


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


 


“Communications”
has the meaning specified in Section 9.04(c).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C or any other form reasonably acceptable
to the Borrower and the Administrative Agent.


 


“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, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries
on a consolidated basis for the most recently completed Measurement Period plus (a) the following to the extent deducted (and
not added back) in calculating such Consolidated Net Income (without duplication): (i) Consolidated Interest Charges, (ii) the provision
for Federal, state, local and foreign income taxes and for foreign withholding taxes payable, (iii) depreciation and amortization expense,
including any amortization of intangibles,


 






    17 


     


    

 


(iv) non-cash
charges (including non-cash charges related to employee benefit or other management or stock compensation plans or expense, but excluding
write-offs, write-downs or reserves with respect to accounts receivable or inventory (which write-offs, write-downs or reserves shall
not be added back under any clause of this definition of Consolidated EBITDA (other than clause (b)(ii) below))) (provided that
if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect
thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent, and excluding amortization
of a prepaid cash item that was in a prior period), (v) unusual or non-recurring losses or expenses (including severance and relocation
costs, one-time compensation charges, restructuring charges, integration costs and reserves), including such items related to acquisitions
and to closure/consolidation of facilities, in an amount not to exceed, in the aggregate under this clause (v) for any Measurement Period,
5.0% of Consolidated EBITDA for such Measurement Period, (vi) transaction costs, fees and expenses (including swap breakage costs)
in connection with the ARCA Transactions, any sale of Equity Interests, any acquisition or other investment, any disposition, the incurrence
of, or any refinancing of, any Indebtedness or any Applicable Additional Credit Extension Transaction (in each case whether or not successful),
(vii) any net after-tax loss from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, (viii)
costs of surety bonds incurred in connection with financing activities, (ix) mark-to-market losses recognized pursuant to FASB ASC Topic
815 or any successor thereof, (x) to the extent reimbursement therefor is actually received by the Borrower or a Subsidiary, expenses
incurred to the extent covered by indemnification provisions in any agreement in connection with any acquisition and (xi) cash expenses
incurred during such period in connection with casualty events to the extent such expenses are reimbursed in cash by insurance during
such period and minus (b) the following to the extent included in calculating such Consolidated Net Income (without duplication):
(i) Federal, state, local and foreign income tax credits, (ii) all non-cash items increasing Consolidated Net Income (excluding any such
non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash items in any prior period or reversal
of a reserve with respect to accounts receivable or inventory which reduced Consolidated EBITDA hereunder in a prior period), (iii) unusual
or non-recurring gains or income, (iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations
or other derivative instruments, and (v) mark-to-market gains recognized pursuant to FASB ASC Topic 815 or any successor thereof
(in each case of or by the Borrower and its Subsidiaries for such Measurement Period); provided that (x) there shall be excluded
in determining Consolidated EBITDA non-operating currency transaction gains and losses (including the net loss or gain resulting from
Swap Contracts for currency exchange risk) and (y) for purposes of determining the Consolidated Leverage Ratio and the Consolidated Interest
Coverage Ratio, Consolidated EBITDA shall be determined on a Pro Forma Basis. The calculation of Consolidated EBITDA shall exclude any
non-cash impact attributable to the reduction in deferred revenue or reduction in deferred costs to balance sheet accounts as a result
of the fair value exercise undertaken as required by purchase method of accounting for any acquisition permitted hereunder, in accordance
with GAAP (such exclusion to be reflected in the period in which such revenues or costs would have been recorded had such reduction not
been required).


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis,
Indebtedness of the type described in clauses (a), (b) (to the extent drawn and not reimbursed), (f), (g) and, without duplication, (h)
(with respect to any Indebtedness described in clauses (a), (b) (to the extent drawn and not reimbursed), (f) or (g) of the definition
of “Indebtedness”) of the definition of “Indebtedness”. Notwithstanding any other provision of this Agreement
to the contrary, the amount of Consolidated Funded 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


 






    18 


     


    

 


such
specified amount or the fair market value of such identified asset as determined by such Person in good faith, as the case may be.


 


“Consolidated
Interest Charges” means, for any Measurement Period, the sum, without duplication, of (a) all interest, premium payments and
debt discount in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP but, in any event, excluding upfront fees and expenses
and the amortization of deferred financing costs (including, for the avoidance of doubt, any upfront fees, expenses or amortized deferred
financing costs accelerated upon giving effect to amendments to the Existing Credit Agreement, this Agreement, amendments to this Agreement
and the transactions contemplated thereby or hereby), and (b) the portion of rent expense under Capitalized Leases that is treated as
interest in accordance with GAAP, in each case, of or by the Borrower and its Subsidiaries on a consolidated basis for such period. For
purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by the Borrower
or any Subsidiary with respect to interest rate Swap Contracts.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest
Charges paid in cash, in each case, of or by the Borrower and its Subsidiaries on a consolidated basis for the most recently completed
Measurement Period.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) (x) Consolidated Funded Indebtedness as of such date
minus (y) up to $250.0 million of unrestricted cash and cash equivalents of the Borrower and its Subsidiaries as of such date
to (b) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period.


 


“Consolidated
Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated
basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude, without duplication,
(a) any net after-tax extraordinary gains or losses for such Measurement Period and the cumulative effect of a change in accounting
principles during such Measurement Period, (b) any net after-tax gains or losses on asset sales outside the ordinary course of business,
(c) the net income of any Subsidiary (other than a Guarantor) during such Measurement Period to the extent that the declaration or payment
of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization
Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, except that the Borrower’s
equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate
amount of cash or Cash Equivalents actually distributed by such Person during such Measurement Period to the Borrower or a Guarantor
as a dividend or other distribution, and (d) any income (or loss) for such Measurement Period of any Person (other than the Borrower)
if such Person is not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such Measurement
Period shall be included in Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such
Person during such Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend
or other distribution to a Subsidiary (other than a Guarantor), such Subsidiary is not precluded from further distributing such amount
to the Borrower (or a Guarantor) as described in clause (c) of this proviso).


 






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“Consolidated
Total Assets” means the consolidated total assets of the Borrower and its Subsidiaries, as shown on the most recent balance
sheet of the Borrower delivered pursuant to Section 6.01(a) or (b).


 


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


 


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


 


“Covered
Entity” means any of the following:


 


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


 


(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 10.19(b).


 


“Credit Extension”
means (a) a Borrowing or (b) an L/C Credit Extension.


 


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


 


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


 


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


 


“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.


 






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“Defaulting
Lender” means, subject to Section 2.16, any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and
the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to
funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid
by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has
notified the Borrower, the Administrative Agent or any L/C Issuer in writing that it does not intend to comply with its funding obligations
hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that effect (unless
such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is
based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with
any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within
three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent
and the Borrower that it will comply with its prospective funding obligations hereunder (and is financially able to meet such obligations
as of the date of certification) (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent
company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting
in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely
by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a
Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction
of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or
such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination
by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16) upon delivery
of written notice of such determination to the Borrower, each L/C Issuer and each Lender.


 


“Discounted
Prepayment Offer” means an offer by the Borrower to prepay Term Loans pursuant to the Auction Procedures and otherwise in accordance
with Section 2.17.


 


“Disposition”
means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and whether effected pursuant
to a division or otherwise) of any property by any Person (or the granting of any option or other right to do any of the foregoing),
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. The term “Dispose” shall have a correlative meaning to the term “Disposition”.


 


“Disqualified
Equity Interest” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into
which it is convertible or for which it is exchangeable),


 






    21 


     


    

 


or
upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests),
pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified
Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible
into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case
of clauses (a) through (d) above, prior to the date that is ninety-one (91) days after the Latest Maturity Date in effect at the time
of issuance of such Equity Interest; provided that an Equity Interest shall not be deemed to be a Disqualified Equity Interest
solely because it is redeemable or is required to be redeemed as a result of a change of control or asset sale so long as any rights
of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full
of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and all outstanding Letters
of Credit.


 


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


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of
Columbia.


 


“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 clause (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.


 


“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.


 


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


 


“Environmental
Laws” means any and all Laws relating to pollution or the protection of the environment or the release of any hazardous or
toxic materials into the environment.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation,


 






    22 


     


    

 


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.


 


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities of such Person convertible into or exchangeable for shares of capital stock
of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person
of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member
or trust interests therein), whether voting or nonvoting; provided that “Equity Interests” shall exclude any indebtedness
convertible into or exchangeable for Equity Interests.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974 and the regulations promulgated and the rulings issued thereunder.


 


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


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) any failure to meet the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, with respect to any
Pension Plan, whether or not waived, or the failure to make any required contribution to a Multiemployer Plan; (d) 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 Pension Plan; (e) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (f)
the filing of a notice of intent to terminate a Pension Plan or Multiemployer Plan or the treatment of a Pension Plan or Multiemployer
Plan amendment as a termination under Section 4041 or 4041A of ERISA, respectively; (g) the institution by the PBGC of proceedings to
terminate a Pension Plan or Multiemployer Plan; (h) any event or condition which constitutes grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (i) the determination
that any Pension Plan is considered an at-risk plan or a Multiemployer Plan is in endangered or critical status within the meaning of
Sections 430, 431 and 432 of the Code or Sections 303 and 305 of ERISA; or (j) the imposition of any liability under Title IV of
ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


 


“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.


 






    23 


     


    

 


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


 


“Excluded
Subsidiary” means (a) any Domestic Subsidiary of a CFC, (b) any Domestic Subsidiary that owns no material assets (directly
or through one or more Persons that are disregarded entities for purposes of the Code) other than Equity Interests (including any debt
instrument treated as equity for U.S. federal income tax purposes) of one or more CFCs or other CFC holdcos, (c) any Subsidiary that
is not, directly or indirectly, wholly-owned by the Borrower and its Subsidiaries and (d) any Subsidiary that is prohibited by applicable
law, rule or regulation or by any contractual obligation existing at the time such Subsidiary is acquired (and not in contemplation of
such acquisition) from providing a Guarantee or which would require governmental (including regulatory) consent, approval, license or
authorization of any third party (other than the Borrower or any of its Subsidiaries) to provide a Guarantee unless such consent, approval,
license or authorization has been received.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to, 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 Foreign Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Foreign Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect
on the date on which (i) such Foreign Lender acquires such interest in the applicable Commitment or, if a Tranche A Term Lender did not
acquire an applicable Tranche A Term Loan pursuant to a prior Commitment, on the date such Tranche A Term Lender acquires the applicable
interest in such Tranche A Term Loan (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii)
such Foreign Lender changes its Lending Office, except in each case to the extent that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from any Loan Party with
respect to such withholding Tax pursuant to Section 3.01(a), (c) Taxes attributable to such Recipient's failure to comply with
Section 3.01(e) and (d) any withholding Taxes imposed under FATCA.


 


“Exempted
Debt” means, without duplication, (i) all obligations of the Borrower and its Subsidiaries which is secured by a Lien incurred
and outstanding under Section 7.01(a)(xxviii), (ii) all Attributable Indebtedness in respect of Sale/Leaseback Transactions Incurred
and outstanding under Section 7.04(c) and (iii) all indebtedness of Subsidiaries of the Borrower that are not Guarantors Incurred
and outstanding under Section 7.02(b)(xv).


 


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


 


“Existing
Term A Loans” has the meaning specified in Section 2.18(II)(c).


 


“Extended
Revolving Credit Commitment” has the meaning specified in Section 2.18(I)(a).


 


“Extended
Term A Loans” has the meaning specified in Section 2.18(II)(a).


 


“Extended
Term A Maturity Date” has the meaning specified in Section 2.18(II)(a).


 






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“Extending
Revolving Credit Lender” has the meaning specified in Section 2.18(I)(b).


 


“Extending
Term A Lender” has the meaning specified in Section 2.18(II)(b).


 


“Facility”
means the Tranche A Term Facility, the Revolving Credit Facility or any credit facility created pursuant to an Additional Credit
Extension Amendment, as the context may require.


 


“FAS 842”
has the meaning specified in Section 1.03(c).


 


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


 


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


 


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


 


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


 


“Fee Letter”
means the Engagement Letter, dated as of May 21, 2022, between the Borrower and JPMCB.


 


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


 


“Foreign
Lender” means any Lender or L/C Issuer that is not a United States person within the meaning of Section 7701(a)(30) of the
Code.


 


“Foreign
Subsidiary” means any direct or indirect Subsidiary of the Borrower which is not a Domestic Subsidiary.


 


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


 






    25 


     


    

 


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


 


“GAAP”
means generally accepted accounting principles in the United States as in effect from time to time, including those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants (or any successor
thereto), the statements and pronouncements of the Financial Accounting Standards Board (or any successor thereto) or the statements
and pronouncements of the Securities Exchange Commission, in each case applicable to companies subject to reporting under Section 13
or 15(d) of the Exchange Act. Unless otherwise specified, subject to Section 1.03, all computations contained in this Agreement
will be computed in conformity with GAAP. At any time after the Amendment and Restatement Effective Date, subject to Section 1.03(b),
the Borrower may elect to apply International Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board or any successor thereto applicable to companies subject to reporting under Section 13 or 15(d) of the Exchange
Act in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS on the date
of such election; provided that any calculation or determination in this Agreement that requires the application of GAAP for periods
that include fiscal quarters ended prior to the Borrower’s election to apply IFRS shall remain as previously calculated or determined
in accordance with GAAP.


 


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


 


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


 






    26 


     


    

 


Indebtedness
is limited to the assets subject to such Lien, then such Guarantee shall be a Guarantee hereunder solely to the extent of the lesser
of (x) the amount of the Indebtedness secured by such Lien and (y) the value of the assets subject to such Lien. The term “Guarantee”
as a verb has a corresponding meaning.


 


“Guarantors”
means, collectively, the Subsidiaries of the Borrower identified on Schedule 5.12 and each other Subsidiary of the Borrower that
executes and delivers the Guaranty pursuant to Section 6.12, in each case, until such Subsidiary is released from the Guaranty
in accordance herewith and therewith.


 


“Guaranty”
means, collectively, the Guaranty dated as the date hereof made by the Guarantors in favor of the Administrative Agent and the Lenders,
substantially in the form of Exhibit E, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12,
in each case as amended, supplemented or otherwise modified from time to time.


 


“Guaranty
Reaffirmation” mean that Guaranty Reaffirmation dated as of the Amendment and Restatement Effective Date by and among Barra,
LLC, RiskMetrics Group, LLC, RiskMetrics Group Holdings, LLC, RiskMetrics Solutions, LLC, and Real Capital Analytics, Inc.


 


“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 as hazardous or toxic (or words of similar import) pursuant
to any Environmental Law.


 


“IFRS”
has the meaning specified in the definition of “GAAP”.


 


“Immaterial
Subsidiary” means, at any date of determination, a Subsidiary of the Borrower that, together with all other Immaterial Subsidiaries,
did not have total assets on the last day of the most recent Measurement Period that equaled or exceeded 5% of the Consolidated Total
Assets of the Borrower and its Subsidiaries at such date.


 


“Incur”
means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person
existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be Incurred by such Person at the time it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have
a correlative meaning.


 


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


 


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


 


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


 






    27 


     


    

 


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


 


(d)  all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable, deferred expenses
or accrued expenses in the ordinary course of business and earn-out obligations until such obligations become a liability on the balance
sheet of such Person in accordance with GAAP and if not paid after becoming due and payable);


 


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


 


(f)  all
Attributable Indebtedness of such Person;


 


(g)  all
obligations of such Person under Capitalized Leases; and


 


(h)  all
Guarantees of such Person in respect of any of the foregoing.


 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer (but only to the extent
such Person is liable therefor as a result of such Person’s ownership interest in such joint venture), unless such Indebtedness
is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to
be the Swap Termination Value thereof as of such date.


 


“Indemnified
Taxes” means all 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.


 


“Indemnitee”
has the meaning specified in Section 10.04(c).


 


“Information”
has the meaning specified in Section 10.07.


 


“Interest
Payment Date” means, (a) as to any Term Benchmark Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Term
Benchmark Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; (b) as to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month
that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last
day of such month) and (2) the Maturity Date of the Facility under which such Loan was made and (c) as to any Base Rate Loan, the last
Business Day of each fiscal quarter of the Borrower, commencing with the first such day to occur after the Amendment No. 5 Effective
Date, and the Maturity Date of the Facility under which such Loan was made.


 


“Interest
Period” means, as to each Term Benchmark Loan, the period commencing on the date such Term Benchmark


 






    28 


     


    

 


Loan
is disbursed or converted to or continued as a Term Benchmark Loan and ending on the numerically corresponding day in the calendar month
that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan
or Commitment), as selected by the Borrower in its Committed Loan Notice; provided that:


 


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


 


(b)  any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period;


 


(c)  no
Interest Period shall extend beyond the latest Maturity Date of the Facility under which such Loan was made; and


 


(d)  no
tenor that has been removed from this definition pursuant to Section 3.03(e) shall be available for specification in such Committed Loan
Notice.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) (with a stable or better outlook) by Moody’s
or BBB- (or the equivalent) (with a stable or better outlook) by S&P, or an equivalent rating by any other nationally recognized
statistical rating agency selected by the Borrower.


 


“IP Rights”
has the meaning specified in Section 5.16.


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Agreement, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) regarding the L/C Issuer’s L/C Sublimit
or the respective rights and obligations between the Borrower (or any Subsidiary) and the L/C Issuer in connection with the issuance
of Letters of Credit.


 


“J.P. Morgan”
means J.P. Morgan Securities LLC.


 


“JPMCB”
means JPMorgan Chase Bank, N.A. and its successors.


 


“Latest Maturity
Date” means, at any time of determination, the latest Maturity Date for any Class of Loans or Commitments outstanding at such
time (or, if the reference is to the Latest Maturity Date for Term Loans or Revolving Credit Commitments, the latest Maturity Date for
any Class of Term Loans or Revolving Credit Commitments, as applicable, outstanding at such time).


 






    29 


     


    

 


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


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing.


 


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


 


“L/C Disbursement”
means a payment made by the L/C Issuer pursuant to a Letter of Credit.


 


“L/C Issuer”
means JPMCB in its capacity as issuer of Letters of Credit hereunder, any successor issuer of Letters of Credit hereunder or any other
Lender that agrees to be an L/C Issuer and is approved by the Borrower and the Administrative Agent to issue Letters of Credit. Any L/C
Issuer may, in its sole discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which
case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. The
term “L/C Issuer” shall mean the applicable issuer of the relevant Letters of Credit as the context may require.


 


“L/C Obligations”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the
aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. For purposes
of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired
by its terms but any amount may still be drawn thereunder by reason of the operation of 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 Lender shall remain in full force and effect until the L/C Issuer and the Lenders shall have no further obligations to make
any payments or disbursements under any circumstances with respect to any Letter of Credit.


 


“L/C Sublimit”
means $10,000,000. The Borrower may, at any time and from time to time, reduce the L/C Sublimit with the consent of the L/C Issuer; provided
that the Borrower shall not reduce the L/C Sublimit if, after giving effect of such reduction, the conditions set forth in clauses
(i) through (iii) of Section 2.03(b) shall not be satisfied.


 


“LCT
Election” has the meaning set forth in Section 1.08(b).


 






    30 


     


    

 


“LCT
Test Date” has the meaning set forth in Section 1.08(b).


 


“Lead Arrangers”
means JPMCB and Bank of America, N.A., in their capacity as joint lead arrangers and bookrunners for the ARCA Transaction.


 


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


 


“Lender Party”
shall mean the Administrative Agent, the L/C Issuer or any Lender.


 


“Lender-Related
Person” means any Lender Party or any Related Party of any Lender Party.


 


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


 


“Letter of
Credit” means any standby letter of credit issued hereunder.


 


“Letter of
Credit Agreement” has the meaning specified in Section 2.03(b).


 


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


 


“Letter of
Credit Expiration Date” means the day that is five Business Days prior to the Latest Maturity Date then in effect for the then
existing Revolving Credit Commitments (or, if such day is not a Business Day, the next preceding Business Day).


 


“Letter of
Credit Fee” has the meaning specified in Section 2.03(i).


 


“Leverage
Increase Election” has the meaning specified in Section 7.07(b).


 


“Leverage
Increase Period” has the meaning specified in Section 7.07(b).


 


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


 


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


 


“Limited
Condition Transaction” shall mean (i) any acquisition or similar investment or related transaction or event (including with
respect to any Indebtedness contemplated or incurred in connection therewith (other than Credit Extensions under the Revolving Credit
Facility)), (ii) any Restricted Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith
(other than Credit Extensions under the Revolving Credit Facility)) and (iii) any redemption,


 






    31 


     


    

 


defeasance,
satisfaction and discharge or repayment of Indebtedness or Disqualified Equity Interests, in each case, permitted or not prohibited under
this Agreement.


 


“Loan”
means a loan of any Class made by a Lender to the Borrower pursuant to Section 2.01.


 


“Loan Documents”
means, collectively, (a) this Agreement and amendments of and joinders to this Agreement that are deemed pursuant to their terms
to be Loan Documents for purposes hereof, (b) the Notes, (c) the Guaranty and the Guaranty Reaffirmation, (d) the Fee Letter, (e) the
Agency Fee Letter, (f) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15
of this Agreement, (g) each Issuer Document and (h) each Additional Credit Extension Amendment.


 


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


 


“Master Agreement”
has the meaning specified in the definition of “Swap Contract.”


 


“Material
Acquisition” means an acquisition of one or more assets or businesses (including Equity Interests in any Person that becomes
a Subsidiary thereby) in a single transaction or series of related transactions where the aggregate consideration payable by the Borrower
or any of its Subsidiaries is at least $100.0 million.


 


“Material
Adverse Effect” means (a) a material adverse effect on the operations, business, properties, liabilities (actual or contingent)
or financial condition of the Borrower and its Subsidiaries, taken as a whole; (b) a material adverse effect on the ability of the Loan
Parties (taken as a whole) to perform their payment obligations under any Loan Document; or (c) a material adverse effect on the material
rights and remedies of the Lenders and the Administrative Agent under any Loan Document.


 


“Material
Domestic Subsidiary” means, at any time, any Domestic Subsidiary (other than an Excluded Subsidiary) that accounts for more
than 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of the end of the fiscal year for which annual financial
statements have been (or was required to be) delivered or as of the time such Person became a Domestic Subsidiary calculated on a pro
forma basis assuming for such purpose that such Person became a Domestic Subsidiary as of the end of the most recent Measurement Period.
As of the Amendment and Restatement Effective Date, Barra, LLC, RiskMetrics Group, LLC, RiskMetrics Group Holdings, LLC, RiskMetrics
Solutions, LLC, and Real Capital Analytics, Inc. constitute Material Domestic Subsidiaries.


 


“Maturity
Date” means (a) with respect to the Tranche A Term Facility and the Revolving Credit Facility, February 16, 2027 and (b) with
respect to any other Class of Loans or Commitments, the date specified as the “Maturity Date” thereof pursuant to the Additional
Credit Extension Amendment establishing such Class of Loans or Commitments; provided, however, that, 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 specified in Section 10.09.


 






    32 


     


    

 


“Measurement
Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower ending prior
to such date for which financial statements have been delivered (or were required to be delivered).


 


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


 


“Morgan Stanley”
means Morgan Stanley Senior Funding, Inc. or any of its Affiliates (other than the Borrower and its Subsidiaries).


 


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


 


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


 


“New Revolving
Credit Lender” has the meaning specified in Section 2.18(I)(e).


 


“Non-Extending
Revolving Credit Lender” has the meaning specified in Section 2.18(I)(b).


 


“Non-Extending
Term A Lender” has the meaning specified in Section 2.18(II)(b).


 


“Note”
means a Term Note or a Revolving Credit Note, as the context may require.


 


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


 


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


 


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


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement
by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality
of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to


 






    33 


     


    

 


pay
principal, interest, Letter of Credit commissions, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and
other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount
in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.


 


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


 


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


 


“Other Taxes”
means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment
(other than an assignment made pursuant to Section 10.13).


 


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


 


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


 


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


 


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


 


“Payment”
has the meaning assigned to it in Section 9.07(c)(i).


 


“Payment
Notice” has the meaning assigned to it in Section 9.07(c)(ii).


 






    34 


     


    

 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (including Multiple Employer Plans
but excluding Multiemployer Plans) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered
by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any other entity.


 


“Plan”
means any employee pension benefit plan within the meaning of Section 3(2) of ERISA that is maintained or contributed to by the
Borrower or its subsidiaries, or, with respect to any Plan that is a Pension Plan, any ERISA Affiliate.


 


“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.


 


“Platform”
has the meaning specified in Section 6.02.


 


“primary
obligor” has the meaning specified in the definition of “Guarantee.”


 


“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.


 


“Pro Forma
Basis” means:


 


(a)  the
ARCA Transactions or any investments, acquisitions, dispositions of any subsidiary, line of business or division that have been made
by the Borrower or any of its subsidiaries, and incurrences or repayments of indebtedness in connection with such investment, acquisition
or disposition, during the applicable reference period or subsequent to such reference period and on or prior to the date of determination
will be given pro forma effect, as if they had occurred on the first day of the applicable reference period;


 


(b)  any
Person that is a Subsidiary of the Borrower on the date of determination will be deemed to have been a Subsidiary of the Borrower at
all times during such reference period; and


 






    35 


     


    

 


(c)  any
Person that is not a Subsidiary of the Borrower on the date of determination will be deemed not to have been a Subsidiary of the Borrower
at any time during such reference period.


 


For purposes of this
definition, whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in good faith by a Responsible
Officer of the Borrower and, except as set forth in the next sentence, in a manner consistent with Article 11 of Regulation S-X of the
Securities Act of 1933. In addition to any adjustments consistent with Regulation S-X, such calculations may include additional pro forma
adjustments arising out of factually supportable and identifiable cost savings initiatives attributable to, or any other adjustments
reasonably attributable to such investment, acquisition or disposition (net of any additional costs associated with such investment,
acquisition or disposition) and expected in good faith to be realized within 12 months following such investment, acquisition or disposition,
including, but not limited to, (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions,
(y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining
of corporate overhead (taking into account, for purposes of determining such calculation, any historical financial statements of the
business or entities acquired or disposed of, assuming such investment, acquisition or disposition, and all other investments, acquisitions
or dispositions that have been consummated during the beginning of such period, and any indebtedness or other liabilities repaid or incurred
in connection therewith had been consummated and incurred or repaid at the beginning of such period; provided that the aggregate
amount of adjustments made pursuant to this sentence shall at no time exceed 15% of Consolidated EBITDA after giving pro forma effect
thereto. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed
on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest
on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon
such optional rate chosen as the Borrower may designate.


 


“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 specified in Section 10.19.


 


“Qualified
Equity Interests” of any Person means any Equity Interests of such Person that are not Disqualified Equity Interests of such
Person.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender, (c) any L/C Issuer or (d) any other recipient of a payment to be made by or on account
of an obligation of any Loan Party hereunder or any other Loan Document, as applicable.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m.
(Chicago time) on the day that is two Business Days


 






    36 


     


    

 


preceding
the date of such setting, or (2) if such Benchmark is none of the Term SOFR Rate or Daily Simple SOFR, the time determined by the Administrative
Agent in its reasonable discretion.


 


“Refinancing
Indebtedness” means, with respect to any Indebtedness, Indebtedness that refinances, refunds, renews, extends or replaces such
Indebtedness in an aggregate principal amount that does not exceed the principal amount of the Indebtedness being refinanced, refunded,
renewed, extended or replaced plus accrued and unpaid interest thereon and any reasonable fees, premiums (including tender premiums)
and expenses relating to such refinancing, refunding, renewal, extension or replacement.


 


“Refinancing
Term Lender” has the meaning specified in Section 2.19(b).


 


“Refinancing
Term Loan Effective Date” has the meaning specified in Section 2.19(b).


 


“Refinancing
Term Loans” has the meaning specified in Section 2.19(a).


 


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


 


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


 


“Relevant
Governmental Body” means 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.


 


“Relevant
Rate” means (i) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate or (ii) with respect to any RFR Borrowing,
the Adjusted Daily Simple SOFR, as applicable.


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period
has been waived.


 


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


 


“Required
Lenders” means, as of any date of determination, Lenders having or holding more than 50% of the sum of the (a) Total
Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations,
if applicable, under the Revolving Credit Facility being deemed “held” by such Lender for purposes of this definition), and
(b) aggregate Unfunded Commitments of all Revolving Credit Lenders, provided that the Unfunded Commitments of, and the
portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.


 


“Required
Revolving Lenders” means, (a) at any time prior to the earlier of the Revolving Credit Loans becoming due and payable pursuant
to Section 8.01 or the Revolving Credit Commitments terminating or expiring, Revolving Credit Lenders having Revolving Credit
Exposures and Unfunded Commitments representing more than 50% of the sum of the Revolving Credit Exposures and


 






    37 


     


    

 


Unfunded
Commitments of all Revolving Credit Lenders at such time, provided that, solely for purposes of declaring the Revolving Credit
Loans to be due and payable pursuant to Section 8.01, the Unfunded Commitment of each Revolving Credit Lender shall be deemed
to be zero; and (b) for all purposes after the Revolving Credit Loans become due and payable pursuant to Section 8.01 or the Revolving
Credit Commitments expire or terminate, Revolving Credit Lenders having Revolving Credit Exposures representing more than 50% of the
sum of the Revolving Credit Exposures of all Revolving Credit Lenders; provided that Revolving Credit Exposures and Unfunded Commitments
held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.


 


“Required
Tranche Term Lenders” means, as of any date of determination, with respect to any Class of Term Loans, Lenders holding more
than 50% of the Term Loans of such Class on such date; provided that Term Loans held or deemed held by any Defaulting Lender shall
be excluded for purposes of making a determination of Required Tranche Term Lenders.


 


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


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, chief strategy officer, principal accounting
officer, general counsel, global controller and head of finance operations, treasurer, assistant treasurer, controller, assistant controller,
corporate secretary, assistant corporate secretary, investor relations vice president, treasury vice president, head of internal audit
of a Loan Party or any other officer in a similar capacity and, solely for purposes of the delivery of incumbency certificates pursuant
to Section 4.01(a)(iii), the secretary or any assistant secretary of a Loan Party. Any document delivered hereunder that is signed
by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital
stock or other Equity Interest of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation
or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders,
partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution
or payment; provided that any payment on any indebtedness convertible into or exchangeable for any Equity Interests shall not
constitute a Restricted Payment.


 


“Reuters”
has the meaning specified in Section 1.07.


 


“Revolving
Credit Borrowing” means a Borrowing of Revolving Credit Loans.


 


“Revolving
Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower
pursuant to Section 2.01(b) or pursuant to an Additional Credit Extension Amendment and (b) purchase participations in L/C Obligations,
in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such


 






    38 


     


    

 


Revolving
Credit Lender’s name on Schedule 2.01A under the caption “Revolving Credit Commitment” opposite such caption
in the Additional Credit Extension Amendment or Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this Agreement; provided, that at no time shall the Revolving
Credit Exposure of any Lender exceed its Revolving Credit Commitment. As of the Amendment and Restatement Effective Date, the aggregate
Revolving Credit Commitments of all Revolving Credit Lenders is $500,000,000.


 


“Revolving
Credit Exposure” means, with respect to any Revolving Credit Lender at any time, the sum of (i) the outstanding principal
amount of such Revolving Credit Lender’s Revolving Credit Loans and (ii) such Revolving Credit Lender’s Applicable Revolving
Credit Percentage of the L/C Obligations.


 


“Revolving
Credit Extension Date” has the meaning specified in Section 2.18(I)(a).


 


“Revolving
Credit Extension Request” has the meaning specified in Section 2.18(I)(a).


 


“Revolving
Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments
at such time.


 


“Revolving
Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment or a Revolving Credit Loan at such time.


 


“Revolving
Credit Loan” means a revolving loan made pursuant to Section 2.01(b) or an Additional Credit Extension Amendment.


 


“Revolving
Credit Maturity Extension” has the meaning specified in Section 2.18(I)(c).


 


“Revolving
Credit Note” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit
Loans made by such Revolving Credit Lender, substantially in the form of Exhibit B-1.


 


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


 


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


 


“Sale/Leaseback
Transaction” has the meaning assigned to it under Section 7.04.


 


“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, so-called Luhansk People’s Republic and Crimea regions
of Ukraine, Cuba, Iran, North Korea, Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office
of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council,
the European


 






    39 


     


    

 


Union
or Her Majesty’s Treasury, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person owned fifty
(50) percent or more by one or more Persons referenced in clause (a).


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the Office of Foreign
Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the
European Union or Her Majesty’s Treasury of the United Kingdom.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Subsequent
Transaction” has the meaning specified in Section 1.08.


 


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


 


“Supported
QFC” has the meaning specified in Section 10.19(a).


 


“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.


 






    40 


     


    

 


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


 


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


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating
obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such
Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).


 


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


 


“Term A Loan
Extension Date” has the meaning specified in Section 2.18(II)(a).


 


“Term A Loan
Extension Request” has the meaning specified in Section 2.18(II)(a).


 


“Term A Loan
Maturity Extension” has the meaning specified in Section 2.18(II)(c).


 


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


 


“Term Commitment”
means a Tranche A Term Loan Commitment or any term loan commitment of any other Class established pursuant to an Additional Credit Extension
Amendment.


 






    41 


     


    

 


“Term Lender”
means, at any time, any Lender that holds Term Loans at such time.


 


“Term Loan”
means a Tranche A Term Loan or any term loan of any other Class established pursuant to an Additional Credit Extension Amendment.


 


“Term Note”
means a promissory note made by the Borrower in favor of a Term Lender, evidencing Term Loans made by such Term Lender, substantially
in the form of Exhibit B-2.


 


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


 


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


 


“Term SOFR
Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect
to any Term Benchmark Borrowing 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.


 


“Threshold
Amount” means $100,000,000.


 


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


 


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


 


“Tranche
A Term Facility” means the credit facility consisting of Tranche A Term Loans.


 


“Tranche
A Term Lender” means, at any time, any Lender that holds a Tranche A Term Loan Commitment or Tranche A Term Loans at such time.


 


“Tranche
A Term Loan” means a term loan made pursuant to Section 2.01(a).


 


“Tranche
A Term Loan Commitment” means, with respect to each Tranche A Term Lender, the commitment of such Lender to make a Tranche
A Term Loan in the amount set forth opposite its name on Schedule 2.01A under the caption “Tranche A Term Loan Commitment”
on the Amendment


 






    42 


     


    

 


and
Restatement Effective Date. As of the Amendment and Restatement Effective Date, the aggregate principal amount of the Tranche A Term
Loan Commitments is $350,000,000.


 


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


 


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


 


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


 


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


 


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


 


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


 


“United States
Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(iii).


 


“Unmatured
Surviving Obligations” means Obligations under this Agreement and the other Loan Documents that by their terms survive the
termination of this Agreement or the other Loan Documents but are not, as of the date of determination, due and payable and for which
no outstanding claim has been made.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(e).


 


“USA Patriot
Act” has the meaning specified in Section 10.17.


 


“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. Lender”
has the meaning specified in Section 3.01(e).


 


“U.S. Special
Resolution Regimes” has the meaning specified in Section 10.19.


 


“Voting Stock”
of a Person means all classes of Equity Interests of such Person then outstanding and normally entitled (without regard to the occurrence
of any contingency) to vote in the election of the Board of Directors of such Person.


 






    43 


     


    

 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a)
the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount
of such Indebtedness; provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that
is being modified, refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”), the effects
of any amortization of or prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing,
refunding, renewal, replacement or extension shall be disregarded.


 


“wholly-owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other
than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are
owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.


 


“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.


 


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


 


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


 






    44 


     


    

 


provisions
consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified,
refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


 


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


 


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


 


(d)  Any
references to the “date of this Agreement” or the “date hereof” shall refer to the Amendment and Restatement
Effective Date.


 


1.03  
Accounting Terms.


 


(a)  
Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and
all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement
shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent
with that used in preparing the Audited Financial Statements of the Borrower and its Subsidiaries, except as otherwise specifically prescribed
herein. Notwithstanding any other provision contained herein, (i) 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 any election under FASB
ASC Topic 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities
of the Borrower or any of its Subsidiaries at “fair value,” as defined therein, (ii) the effects of FASB ASC 470-20 on financial
liabilities shall be disregarded and (iii) as set forth in Section 1.03(c) below, the effects of FAS 842 on liabilities for operating
leases shall be disregarded.


 


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


 


(c)  
Leases. Notwithstanding anything to the contrary contained in Section 1.03(b) or in the definition of “Capitalized
Leases,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board
Accounting Standards Update No. 2016-02,


 






    45 


     


    

 


Leases
(Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar arrangement conveying
the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP
as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this
Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith (and, for the avoidance of doubt,
operating leases (as determined after giving effect to this Section 1.03(c)), shall not be considered “Indebtedness”
for any purpose under this Agreement).


 


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


 


1.05  
Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight
or standard, as applicable).


 


1.06  
Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter
of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 


1.07  
Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II and IX)
or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars,
such equivalent amount thereof in the applicable currency to be determined by using the rate of exchange for the purchase of dollars
with the applicable currency last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable
Thomson Reuters Corp., Refinitiv, or any successor thereto (“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 the applicable 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 reasonable 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 reasonable discretion).


 


1.08  
Pro Forma Calculation. (a) Notwithstanding anything to the contrary herein, the calculation of the Consolidated Leverage
Ratio and the Consolidated Interest Coverage Ratio on any date for any purpose under this Agreement shall be made on a Pro Forma Basis.


 


(b)  Notwithstanding
anything to the contrary contained herein, in connection with any action being taken solely in connection with a Limited Condition Transaction,
for purposes of:


 






    46 


     


    

 


(i)   
determining compliance with any provision of this Agreement (other than actual compliance with Section 7.07) which requires
the calculation of any financial ratio or test, including the Consolidated Leverage Ratio and Consolidated Interest Coverage Ratio;


 


(ii)    
testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA);
or


 


(iii)  
determining the accuracy of any representation or warranty or the absence of a Default or Event of Default as a condition to the
Limited Condition Transaction (other than in the case of Borrowings under the Revolving Credit Facility, in which case the accuracy or
compliance of any representation or warranty or the existence of any Default or Event of Default shall be determined on the date of such
Borrowing);


 


in each case, at
the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction,
an “LCT Election”) the date of determination of whether any such action is permitted hereunder shall be deemed to
be, (1) in the case of any acquisition (including by way of merger) or similar investment or related transaction or event (including
the assumption or incurrence of Indebtedness permitted hereunder) (other than any Credit Extension under the Revolving Credit Facility),
either (x) at the time the execution of the definitive agreement with respect to such acquisition or other investment or related transaction
or event, or (y) the date of consummation of such acquisition or similar investment or related transaction or event, (2) in the case
of any Restricted Payment (including the incurrence of Indebtedness permitted hereunder) (other than any Credit Extension under the Revolving
Credit Facility), either (x) at the time of the declaration of such Restricted Payment or (y) the date such Restricted Payment is made,
and (3) in the case of any redemption, defeasance, satisfaction and discharge or repayment of Indebtedness or Disqualified Equity Interests
(including the incurrence of Indebtedness permitted hereunder) (other than any Credit Extension under the Revolving Credit Facility),
either (x) at the time irrevocable notice is given for the redemption, defeasance, satisfaction and discharge or repayment of such Indebtedness
or Disqualified Equity Interests or (y) the date of redemption, defeasance, satisfaction and discharge or repayment of such Indebtedness
or Disqualified Equity Interests (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”),
in each case, after giving effect to the relevant Limited Condition Transaction on a Pro Forma Basis. For the avoidance of doubt, if
the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the
LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket, including due to
fluctuations in Consolidated EBITDA or the occurrence of any other event, at or prior to the consummation of the relevant transaction
or action, such baskets, tests or ratios will be deemed not to have failed to have been satisfied as a result of such fluctuations or
the occurrence of any other event. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection
with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition
Transaction is consummated or the date that the definitive agreement or date specified in an irrevocable notice for such Limited Condition
Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent
Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or
giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has
been complied with under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming
such Limited Condition Transaction and other transactions in connection therewith have been consummated on the LCT Test Date.


 






    47 


     


    

 


1.09  
Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars may be derived from an interest
rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of
a Benchmark Transition Event, Section 3.03(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 or successor 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.


 


1.10  
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
and acquired on the first date of its existence by the holders of its Equity Interests at such time.


 


ARTICLE
II

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01  
The Loans.


 


(a)  Tranche
A Term Loans. Subject to the terms and conditions set forth herein, each Tranche A Term Lender severally agrees to make a Tranche
A Term Loan to the Borrower on the Amendment and Restatement Effective Date in the principal amount equal to its Tranche A Term Loan
Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Tranche A Term Loans
may be Base Rate Loans or Term Benchmark Loans as further provided herein.


 


(b)  Revolving
Credit Loans. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make revolving
loans to the Borrower from time to time in Dollars, on any Business Day during the Availability Period, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment at such time; provided, however,
that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit


 






    48 


     


    

 


Outstandings
shall not exceed the aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans
of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all
L/C Obligations shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving
Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans
may be Base Rate Loans or Term Benchmark Loans, as further provided herein.


 


2.02  
Borrowings, Conversions and Continuations of Loans.


 


(a)  
Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term Benchmark Loans shall be made
upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by submitting a Request for Credit Extension.
Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Term Benchmark Loans or of any conversion of Term Benchmark Loans to Base
Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each such Committed Loan Notice must be appropriately
completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term Benchmark Loans
shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Section 2.03(e),
each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess
thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing (and, if so, the Class of Loans
to be borrowed), a conversion of Loans from one Type to the other, or a continuation of Term Benchmark Loans, (ii) the requested date
of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans
to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v)
if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed
Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall
be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day
of the Interest Period then in effect with respect to the applicable Term Benchmark Loans. If the Borrower requests a Borrowing of, conversion
to, or continuation of Term Benchmark Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one month.


 


(b)  
Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount
of its Applicable Percentage under the applicable Facility of the applicable Class of Loans, and if no timely notice of a conversion
or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion
to Base Rate Loans. For the avoidance of doubt, the parties agree that each Revolving Credit Borrowing shall be funded by the Revolving
Credit Lenders on a ratable basis among all series of Revolving Credit Commitments then in effect based on the Applicable Revolving Credit
Percentages of the Revolving Credit Lenders. Each Appropriate Lender shall make the amount of its Loan available to the Administrative
Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified
in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such
Borrowing is the


 






    49 


     


    

 


Credit
Extension on the Amendment and Restatement Effective Date, Section 4.01), the Administrative Agent shall make all funds so received
available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on
the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed
Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds
of such Revolving Credit Borrowing shall be, first, applied to the payment in full of any such L/C Borrowings, and second,
made available to the Borrower as provided above.


 


(c)  
Except as otherwise provided herein, a Term Benchmark Loan may be continued or converted only on the last day of an Interest Period
for such Term Benchmark Loan. Upon notice to the Borrower from the Administrative Agent or the Required Lenders during the existence
of an Event of Default, (i) no Loans may be requested as, converted to or continued as Term Benchmark Loans and (ii) unless repaid, each
Term Benchmark Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.


 


(d)  
The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Term Benchmark Loans upon determination of such interest rate.


 


(e)  
After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as
the same Type, there shall not be more than (i) five (5) Interest Periods in effect in respect of any Class of Term Loans or (ii)
ten (10) Interest Periods in effect in respect of the Revolving Credit Facility.


 


2.03  
Letters of Credit.


 


(a)  
Letters of Credit Generally. Subject to the terms and conditions set forth herein, the Borrower may request the L/C Issuer
to, and the L/C Issuer may, in its sole discretion, issue Letters of Credit as the applicant thereof for the support of its or its Subsidiaries’
obligations, in a form reasonably acceptable to the L/C Issuer, at any time and from time to time prior to the Letter of Credit Expiration
Date.


 


(b)  
Notice of Issuance, Amendment, Extension. 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 L/C Issuer) to the L/C Issuer selected by it and to 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 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 L/C Issuer and


 






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using
the L/C Issuer’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 (i) the L/C Obligations shall not exceed the L/C Sublimit, (ii) no Revolving Credit Lender’s Revolving Credit Exposure
shall exceed its Revolving Credit Commitment and (iii) the Revolving Credit Exposures of all Revolving Credit Lenders that would
be outstanding at any time prior to the expiry date of all Letters of Credit shall not exceed the aggregate Revolving Credit Commitments
at any time prior to such expiry (after giving effect to the Maturity Date of any Revolving Credit Commitments scheduled to occur prior
to such expiry).


 


(c)  
Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the L/C Issuer 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.


 


(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 L/C Issuer or the Lenders, the L/C Issuer hereby grants to each Revolving Credit Lender,
and each Revolving Credit Lender hereby acquires from the L/C Issuer, a participation in such Letter of Credit equal to such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay
to the Administrative Agent, for the account of the L/C Issuer, such Revolving Credit Lender’s Applicable Revolving Credit Percentage
of each L/C Disbursement made by the L/C Issuer 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 Credit 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 Revolving Credit Commitments.


 


(e)  
Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 1:00 p.m., New York
City time, on the date that such L/C Disbursement is made, if the Borrower shall have received notice of such L/C Disbursement prior
to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on
such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower
receives such notice, if such notice is not received prior to such time on the day of receipt; provided the Borrower may, subject
to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with
an Alternate Base Rate Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such
payment shall be discharged and replaced by the resulting Alternate Base Rate Borrowing. If the Borrower fails to make such payment when
due, the


 






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Administrative
Agent shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect
thereof (the “Unreimbursed Amount”) and such Revolving Credit Lender’s Applicable Revolving Credit Percentage
thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable
Revolving Credit Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.02(b) with
respect to Revolving Credit Loans made by such Revolving Credit Lender (and Section 2.02(b) shall apply, mutatis mutandis,
to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the L/C Issuer the amounts
so received by it from the Revolving Credit 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 L/C Issuer or, to the extent that Revolving
Credit Lenders have made payments pursuant to this paragraph to reimburse the L/C Issuer, then to such Revolving Credit Lenders
and the L/C Issuer as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse
the L/C Issuer for any L/C Disbursement (other than the funding of Base Rate Loans as contemplated above) shall not constitute a Loan
and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement.


 


(f)   
Obligations Absolute.The Borrower’s obligation to reimburse L/C Disbursements as provided in paragraph (e)
of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft, demand certificate
or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment by the L/C Issuer under a Letter of Credit against presentation
of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or
equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative
Agent, the Lenders nor the L/C Issuer, 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 L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer 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 L/C Issuer’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 L/C Issuer (as finally determined by a court of competent jurisdiction), the L/C Issuer 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 L/C Issuer 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


 






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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 L/C Issuer for any Letter of Credit 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 such Letter of Credit. Such L/C Issuer 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 if the L/C Issuer has made or will make an L/C 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 L/C Issuer and the Revolving Credit Lenders with respect to any such L/C Disbursement.


 


(h)  
Interim Interest. If the L/C Issuer for any Letter of Credit shall make any L/C Disbursement, then, unless the Borrower
shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest,
for each day from and including the date such L/C Disbursement is made to but excluding the date that the reimbursement is due and payable
at the rate per annum then applicable to Base Rate 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 L/C Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.08(b) shall apply. Interest accrued pursuant to this paragraph shall be for the account
of the L/C Issuer, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (e)
of this Section to reimburse the L/C Issuer for such L/C Disbursement shall be for the account of such Revolving Credit Lender to
the extent of such payment.


 


(i)   
Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender
in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit Fee”)
for each Letter of Credit at a rate per annum equal to the Applicable Rate times the daily amount available to be drawn under
such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender
with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer
pursuant to Section 2.15 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders
in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section
2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section
1.06. Letter of Credit Fees shall be (i) due and payable on (w) the fifteenth day following the last day of each March, June, September
and December of each year, for the period accrued through such last day, commencing with the first such date to occur after the issuance
of such Letter of Credit, (x)  each Maturity Date in respect of the Revolving Credit Facility prior to the Letter of Credit Expiration
Date, (y) on the Letter of Credit Expiration Date and (z) thereafter on demand and (ii) computed on a quarterly basis in arrears.
If there is any change in such Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit
shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate
was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the rate of 2.0% above the rate otherwise applicable thereto.


 






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(j)   
Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to each L/C
Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to 0.125%, computed on the
daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable
on (w) the fifteenth day following the last day of each March, June, September and December of each year, for the period accrued through
such last day, commencing with the first such date to occur after the issuance of such Letter of Credit, (x)  each Maturity Date
prior to the Letter of Credit Expiration Date, (y) on the Letter of Credit Expiration Date and (z) thereafter on demand. For purposes
of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.06. In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters
of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.


 


(k)  
Replacement and Resignation of the L/C Issuer.


 


(i)The L/C Issuer may be replaced
at any time by written agreement among the Borrower, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer.
The Administrative Agent shall notify the Lenders of any such replacement of the L/C Issuer. At the time any such replacement shall become
effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.09(a).
From and after the effective date of any such replacement, (x) the successor L/C Issuer shall have all the rights and obligations
of the L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter and (y) references herein
to the term “L/C Issuer” shall be deemed to refer to such successor L/C Issuer. After the replacement of the L/C Issuer
hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer
under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit or extend or otherwise amend any existing Letter of Credit.


 


(ii)Subject to the appointment
and acceptance of a successor L/C Issuer, any L/C Issuer may resign as an L/C Issuer at any time upon thirty days’ prior written
notice to the Administrative Agent, the Borrower and the Lenders, in which case, such resigning L/C Issuer shall be replaced in accordance
with Section 2.03(k)(i) above.


 


(l)   
Cash Collateralization. If any Event of Default shall occur and be continuing, within one Business Day after the Borrower
receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated,
Revolving Credit Lenders with L/C Obligation representing greater than 50% of the total L/C Obligation) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Lenders (the “Collateral Account”), an amount in cash equal to 100% of the L/C Obligation
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 8.01(f). Such deposit shall
be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement.
In


 






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addition,
and without limiting the foregoing or paragraph (c) of this Section, if any L/C Obligation remain outstanding after the expiration
date specified in said paragraph (c), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal
to 100% of such L/C Obligation 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 L/C Issuer for
L/C 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 L/C Obligation at
such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders with L/C Obligations
representing greater than 50% of the total L/C Obligations), be applied to satisfy other 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.


 


(m)   
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 L/C Issuer (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 L/C Issuer 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.


 


2.04  
[Reserved].


 


2.05  
Prepayments.


 


(a)  Optional.
The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loans in whole or
in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than
11:00 a.m. (1) three Business Days prior to any date of prepayment of Term Benchmark Loans and (2) on the date of prepayment of Base
Rate Loans; (B) any prepayment of Term Benchmark Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in
excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the
date and amount of such prepayment for each Class of Loans to be prepaid and the Type(s) of Loans to be prepaid and, if Term Benchmark
Loans are to be prepaid, the Interest Period(s) of such


 






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Loans.
The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s
ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such
notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due
and payable on the date specified therein; provided that any such notice of a prepayment to be made in connection with any refinancing
of all of the Commitments and/or Loans of any Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may
be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided, further, that
the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any
prepayment of a Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional
amounts required pursuant to Section 3.05.


 


Each prepayment of
Tranche A Term Loans pursuant to this Section 2.05(a) shall be applied at the direction of the Borrower or, if not so directed,
to the remaining principal repayment installments thereof in direct order of maturity. Each prepayment of any other Class of Term Loans
pursuant to this Section 2.05(a) shall be applied as set forth in the applicable Additional Credit Extension Amendment. Each prepayment
shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages (except as permitted under Section
2.16) in respect of the Class of Loans designated to be prepaid by the Borrower..


 


(b)Mandatory.
If at any time the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time, the Borrower shall prepay Revolving
Credit Loans and/or Cash Collateralize L/C Obligations to eliminate such excess. If at any time (1) the Total Revolving Credit Outstandings
of any Revolving Credit Lender exceeds its Revolving Credit Commitment at such time, the Borrower shall prepay Revolving Credit Loans
and/or Cash Collateralize L/C Obligations to eliminate such excess; or (2) the L/C Obligations exceeds the L/C Sublimit at such time,
the Borrower shall Cash Collateralize L/C Obligations to eliminate such excess.


 


2.06  
Termination or Reduction of Revolving Credit Commitments and Termination of Tranche A Term Loan Commitments.


 


(a)  
Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Commitments, or from
time to time permanently reduce the Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative
Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall
be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate
or reduce the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving
Credit Outstandings would exceed the Revolving Credit Facility, and (iv) any such notice of termination to be made in connection with
any refinancing of all of the Facilities with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly
so stated to be, contingent upon the consummation of such refinancing or incurrence (provided that the failure to terminate or
reduce as a result of the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section
3.05).


 






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(b)  
Mandatory. (i) The aggregate Tranche A Term Loan Commitments shall be automatically and permanently reduced to zero upon
the funding of the Tranche A Term Loans on the Amendment and Restatement Effective Date.


 


(ii)  A
Revolving Credit Commitment shall terminate on the Maturity Date applicable to such Revolving Credit Commitment.


 


(c)  
Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any
termination or reduction of the Revolving Credit Commitments under this Section 2.06. Upon any reduction of the Revolving Credit
Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving
Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of
any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.


 


2.07  
Repayment of Loans.


 


(a)  
Tranche A Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Tranche A Term
Lenders, on each date set forth below, the aggregate principal amount of Tranche A Term Loans set forth opposite such date (which payments
shall be reduced as a result of the application of prepayments in accordance with Sections 2.05 and 2.17):


 


	Date	Tranche
    A Term Loan Principal Amortization Payment
	October
    15, 2022	$  2,187,500.00
	January
    15, 2023	$  2,187,500.00
	April
    15, 2023	$  2,187,500.00
	July
    15, 2023	$  2,187,500.00
	October
    15, 2023	$  2,187,500.00
	January
    15, 2024	$  2,187,500.00
	April
    15, 2024	$  2,187,500.00
	July
    15, 2024	$  2,187,500.00
	October
    15, 2024	$  4,375,000.00
	January
    15, 2025	$  4,375,000.00
	April
    15, 2025	$  4,375,000.00
	July
    15, 2025	$  4,375,000.00
	October
    15, 2025	$  6,562,500.00
	January
    15, 2026	$  6,562,500.00
	April
    15, 2026	$  6,562,500.00
	July
    15, 2026	$  6,562,500.00
	October
    15, 2026	$  6,562,500.00
	January
    15, 2027	$  6,562,500.00


 


; provided,
however, that the final principal repayment installment of the Tranche A Term Loans shall be repaid on the Maturity Date for the
Tranche A Term Facility and in any event shall be in an


 






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amount
equal to the aggregate principal amount of all Tranche A Term Loans outstanding on such date; provided, further that, (x)
this clause (a) may be amended in connection with the Borrowing of any Additional Term Loans, including by increasing the amortization
thereof, if and to the extent necessary so that such Additional Term Loans and the applicable existing Tranche A Term Loans form the
same Class of Tranche A Term Loans and to the extent possible, are a “fungible” tranche, without the consent of any party
hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such
Lender prior thereto.


 


(b)  
Revolving Credit Loans. On the Maturity Date for each Revolving Credit Commitment, the Borrower shall repay to the Administrative
Agent the aggregate principal amount of all Revolving Credit Loans outstanding under such Revolving Credit Commitment on such date, together
with accrued and unpaid interest thereon, for the ratable account of the Revolving Credit Lenders holding such Revolving Credit Commitment
on such date.


 


2.08  
Interest.


 


(a)  
Subject to the provisions of Section 2.08(b), (i) each Term Benchmark Loan under a Facility shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest
Period plus the Applicable Rate for such Facility, and (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Alternate Base Rate plus the Applicable
Rate for such Facility.


 


(b)  
(i) 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 (without regard to any applicable grace periods), whether at stated maturity, upon acceleration or otherwise, such overdue amount
shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any
Loan, 2.0% plus the rate otherwise applicable to such Loan as provided in paragraph (a) of this Section or (ii) in the case
of any other amount, 2.0% plus the rate applicable to Base Rate Loans under the applicable Facility as provided in paragraph (a)
of this Section.


 


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


 


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


 


2.09  
Fees. In addition to certain fees described in Sections 2.03(i) and (j):


 


(a)Commitment
Fee. The Borrower shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance with its Applicable
Revolving Credit Percentage, a commitment fee equal to the Applicable Fee Rate times the actual daily amount by which the Revolving
Credit Commitment of such Revolving Credit Lender exceeds such Lender’s Applicable Revolving Credit Percentage of the sum of (i)
the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations; provided, however,


 






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that no commitment fee shall accrue on any Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of
the conditions in Article IV is not met, and shall be due and payable on (x) the fifteenth day following the last day of March,
June, September and December of each year for the period accrued through such last day, commencing on the first such day to occur after
the Amendment No. 5 Effective Date, and (y) each Maturity Date in respect of the Revolving Credit Facility. The commitment fee shall
be calculated quarterly in arrears.


 


(b)Other
Fees. The Borrower shall pay to (i) the Lead Arranger and the Administrative Agent for their own respective accounts fees in the
amounts and at the times specified in the Fee Letter and (ii) the Administrative Agent for its own account the fee in the amount and
at the times specified in the Agency Fee Letter. The fees in clauses (i) and (ii) above shall be fully earned when paid and shall not
be refundable for any reason whatsoever.


 


(i)    
The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the
times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


2.10  
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


(a)  
All computations of interest for Base Rate Loans (including the Base Rate Loans determined by reference to the Adjusted Term SOFR
Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of
fees and interest (including interest computed by reference to the Term SOFR Rate or Daily Simple SOFR) shall be made on the basis of
a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day
on which it is made shall, subject to Section 2.12(a), bear interest for one day. The applicable Alternate Base Rate, Adjusted
Term SOFR Rate, Term SOFR Rate, Adjusted Daily Simple SOFR or Daily Simple SOFR shall be determined by the Administrative Agent, and
such determination shall be conclusive and binding for all purposes, absent manifest error.


 


(b)  
If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason,
the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date
was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period,
the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders,
promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent,
any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period
over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent,
any Lender or the L/C Issuer, as the case may be, under Section 2.03(e), 2.03(i) or 2.08(b) or under Article
VIII. The


 






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Borrower’s
obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations
hereunder.


 


2.11  
Evidence of Debt.


 


(a)  
The Commitments of and Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained
by such Lender and by one or more entries in the Register maintained by the Administrative Agent acting as non-fiduciary agent solely
for the purpose of Treasury Regulation 5f.103-1(c), as agent for the Borrower, in each case, in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of
the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error
in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect
to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records
of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence
of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such
Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.
Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.


 


(b)  
In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations
in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence
of manifest error.


 


2.12  
Payments Generally; Administrative Agent’s Clawback.


 


(a)  
General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars
and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute
to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment
in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after
2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If
any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be.


 


(b)  
(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing of Term Benchmark Loans (or, in the case of any Borrowing of Base Rate Loans,
prior to


 






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12:00
noon 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 Section
2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at
the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower
to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater
of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with
the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower
and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such
Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.


 


(ii)Payments by Borrower;
Presumptions by Administrative Agent. 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 Lenders or the L/C Issuer pursuant to the terms hereof 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 2.05),
notice from the Borrower that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made
such payment or prepayment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate
Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then
each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at
the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 


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


 


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


 






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


 


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


 


(f)   
Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay
fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward
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, toward payment of principal and L/C Borrowings then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.


 


2.13  
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of (a) Obligations in respect of any Facility due and payable to such Lender hereunder and under the other Loan Documents
at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such
Lender at such time to (ii) the aggregate amount of the Obligations in respect of such Facility due and payable to all Lenders hereunder
and under the other Loan Documents at such time) of payments on account of the Obligations in respect of such Facility due and payable
to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations
in respect of any Facility owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in
excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such
Lender at such time to (ii) the aggregate amount of the Obligations in respect of such Facility owing (but not due and payable) to all
Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of such Facility
owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders
at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with
the aggregate amount of Obligations in respect of the applicable Facility then due and payable to the Lenders or owing (but not due and
payable) to the Lenders, as the case may be, provided that:


 


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


 






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(ii)    
the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender); (B) the application of Cash Collateral provided for in Section 2.03 or 2.15; (C) any prepayments made pursuant
to Section 2.17; or (D) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Loans or subparticipations in L/C Obligations to any assignee or Participant (other than the Borrower or any of its Subsidiaries);
and


 


(iii)    
the provisions of this Section shall be subject to the provisions of Sections 2.14 2.18 and 2.19.


 


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. For purposes of clause (b) of
the definition of “Excluded Taxes,” a Lender that acquires a participation pursuant to this Section 2.13 shall be
treated as having acquired such participation on the earlier date(s) on which it acquired the Commitment(s) or Loan(s) with respect to
which the recovery giving rise to the acquisition of such participation was received.


 


2.14  
Increase in Commitments.


 


(a)  
The Borrower may by written notice to the Administrative Agent elect to seek (x) commitments (“Additional Revolving Credit
Commitments”) to increase the Revolving Credit Commitments and/or (y) commitments (“Additional Term Commitments”)
to increase the aggregate principal amount of any existing Class of Term Loans or to establish one or more new Classes of Term Loans;
provided that:


 


(i)    
the aggregate amount of all Additional Commitments shall not exceed $300,000,000;


 


(ii)    
any such increase or any new Class of Term Loans shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000
in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability
under the limit set forth in the preceding clause (i);


 


(iii)    
the final maturity date of any Additional Term Loans shall be no earlier than the Latest Maturity Date;


 


(iv)    
the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the then remaining Weighted
Average Life to Maturity of each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans;


 


(v)    
the Applicable Rate with respect to any Additional Term Loans shall be determined by the Borrower and the lenders providing the
Additional Term Loans (in such capacity, an “Additional Term Lender”);


 






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(vi)    
the Additional Revolving Credit Commitments shall be on the same terms as the Revolving Credit Commitments then outstanding with
the Latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Revolving
Credit Commitments may have a higher Applicable Rate than the outstanding Revolving Credit Commitments with the Latest Maturity Date
immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Revolving Credit Commitments
with the Latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Revolving Credit
Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional
Revolving Credit Commitments (in such capacity, an “Additional Revolving Credit Commitment Lender”);


 


(vii)    
no existing Lender shall be required to provide any Additional Commitments;


 


(viii)    
subject to clause (iv), the amortization schedule applicable to the Additional Term Loans shall be determined by the Borrower
and the Additional Term Lenders; and


 


(ix)    
the Additional Term Loans may have optional prepayment terms (including call protection and prepayment premiums) as may be agreed
between the Borrower and the Additional Term Lenders, but shall not have any mandatory prepayment terms unless this Agreement is amended
or otherwise modified to have such mandatory prepayment terms apply equally for the benefit of the Tranche A Term Lenders and so long
as such Additional Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to Tranche
A Term Lenders (it being understood that such amendments or modifications to this Agreement as are necessary or appropriate, in the reasonable
opinion of the Administrative Agent and the Borrower, to add the mandatory prepayment terms for the benefit of the Tranche A Term Lenders
may be effected with the consent of the Borrower, the Administrative Agent and the Additional Term Lenders, without the consent of any
other Person).


 


(b)  
Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the
Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative
Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional
Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional
Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower
shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible
Officer of the Borrower certifying that, before and after giving effect to the Additional Commitments (and assuming full utilization
thereof), (x) subject to Section 1.08(b), the conditions in Section 4.02(a) and (b) are satisfied and (y) subject
to Section 1.08(b), the Borrower shall be in compliance, on a Pro Forma Basis, with the financial covenants set forth in Section
7.07. On each Additional Commitments Effective Date with respect to any Additional Term Commitment, each Person with an Additional
Term Commitment shall make an Additional Term Loan to the Borrower in a principal amount equal to such Person’s Additional Term
Commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the Additional Commitments Effective Date with respect
to any Additional Revolving Credit Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from
any nonratable increase in the Revolving Credit


 






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Commitments.
If there is a new Borrowing of Revolving Credit Commitments on such Additional Commitments Effective Date, the Revolving Credit Lenders
after giving effect to such Additional Revolving Credit Commitments shall make such Revolving Credit Loans in accordance with Section
2.01(b).


 


(c)  
Any other terms of and documentation entered into in respect of any Additional Term Commitments shall be on terms and pursuant
to documentation agreed between the Borrower and the Additional Term Lenders, other than as contemplated by Section 2.14(a)(iii), (iv),
(viii) or (ix) above; provided that to the extent such other terms and documentation in respect of any Additional Term Loans are not
consistent with those of the Tranche A Term Loans (except to the extent permitted by Section 2.14(a)(iii), (iv), (viii) or (ix) above)
they shall be reasonably satisfactory to the Administrative Agent.


 


(d)  
The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Revolving
Credit Commitment Lender and/or Additional Term Lender providing the Additional Commitments (and the other Persons specified in the definition
of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for
such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative
Agent and the Borrower, to effect the provisions of this Section 2.14.


 


(e)  
This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.


 


2.15  
Cash Collateral.


 


(a)  
Certain Credit Support Events. At any time that there shall exist a Defaulting Lender, upon the request of the Administrative
Agent or the L/C Issuer, the Borrower shall promptly deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover
all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender).


 


(b)  
Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall
be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent pursuant to arrangement reasonably satisfactory
to the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the
control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain,
a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as
collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may
be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to
any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral
is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will,
promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount
sufficient to eliminate such deficiency.


 






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(c)  
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of
this Section 2.15 or Section 2.03, 2.05, 2.06, 2.16 or 8.02 in respect of Letters of Credit
shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including,
as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation), related fees, costs, and customary processing
charges and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be
provided for herein.


 


(d)  
Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations
shall be released promptly (i) following the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance
with Section 10.13)) or (ii) to the extent the aggregate amount of Cash Collateral exceeds the Fronting Exposure; provided,
however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a
Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance
with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be
released but instead held to support future anticipated Fronting Exposure or other obligations.


 


2.16  
Defaulting Lenders.


 


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


 


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


 


(ii)    
Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent
for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise,
and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall
be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts
owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment of any amounts owing by that Defaulting
Lender to the L/C Issuer hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such
Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event
of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower,
to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that Defaulting
Lender to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to
such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15;
sixth, to the payment of any amounts owing to the Lenders or the L/C Issuer as a result of any judgment of a court of competent


 






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jurisdiction obtained by any Lender or the L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach
of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts
owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting
Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such
Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably
consents hereto.


 


(iii)    
Certain Fees. That Defaulting Lender (x) shall be limited in its right to receive commitment fees as provided in Section
2.09(a) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(i).


 


(iv)    
Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender,
for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in
Letters of Credit pursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed
without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect
only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate
obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive
difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount
of the Revolving Credit Loans of that Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party
hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting
Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)    
Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower
shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the L/C Issuer’s Fronting
Exposure in accordance with the procedures set forth in Section 2.15.


 


(b)  
Defaulting Lender Cure. If the Borrower, the Administrative Agent and the L/C Issuer agree in writing in their sole discretion
that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements
with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other
Lenders or take such other actions as the Administrative


 






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Agent
may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata
basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon
that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


(c)  
New Letters of Credit. So long as any Lender is a Defaulting Lender, no L/C Issuer shall be required to issue, extend,
renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.


 


2.17  
Discounted Voluntary Prepayments.


 


(a)  
Notwithstanding anything to the contrary contained in Section 2.05 or any other provision of this Agreement, subject to
the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, prepay Term Loans (each,
a “Discounted Prepayment Offer”), each such Discounted Prepayment Offer to be managed exclusively by the Lead Arrangers
or another investment bank of recognized standing selected by the Borrower (in such capacity, the “Auction Manager”),
so long as the following conditions are satisfied:


 


(i)    
each Discounted Prepayment Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this
Section 2.17 and the Auction Procedures;


 


(ii)    
no Default or Event of Default shall have occurred and be continuing on the date of the delivery of any Auction Notice and at
the time of prepayment of any Term Loans in connection with any Discounted Prepayment Offer;


 


(iii)    
the maximum principal amount (calculated on the face amount thereof) of all Term Loans of any Class that the Borrower shall offer
to prepay in any such Discounted Prepayment Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative
Agent);


 


(iv)    
the aggregate principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans so prepaid by the
Borrower shall automatically be cancelled and retired by the Borrower on the applicable settlement date (and, for the avoidance of doubt,
may not be reborrowed or resold), and in no event shall the Borrower be entitled to vote hereunder in connection with such Term Loans;


 


(v)    
no more than one Discounted Prepayment Offer may be ongoing at any one time and no more than four Discounted Prepayment Offers
may be made in any one fiscal year;


 


(vi)    
[reserved];


 


(vii)    
the Borrower shall be in compliance with Section 7.07 on a Pro Forma Basis after giving effect to the Discounted Prepayment
Offer;


 






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(viii)    
at the time of the consummation of each purchase of Term Loans through a Discounted Prepayment Offer, the Borrower shall have
delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer certifying as to
compliance with preceding clauses (ii) and (vii);


 


(ix)    
no purchase of any Term Loans shall be made from the proceeds of any Revolving Credit Loan; and


 


(x)    
any Discounted Prepayment Offer with respect to any Class of Term Loans shall be offered to all Term Lenders holdings Term Loans
of such Class on a pro rata basis (and, for the avoidance of doubt, no Term Lender shall be required to participate in any such Discounted
Prepayment Offer).


 


Each Lender
that accepts any Discounted Prepayment Offer shall deliver to the Administrative Agent, the Auction Manager and the Borrower a customary
Big Boy Letter.


 


(b)  
The Borrower must terminate any Discounted Prepayment Offer if it fails to satisfy one or more of the conditions set forth above
which are required to be met at the time at which the Term Loans would have been prepaid pursuant to such Discounted Prepayment Offer.
If the Borrower commences any Discounted Prepayment Offer (and all relevant requirements set forth above which are required to be satisfied
at the time of the commencement of such Discounted Prepayment Offer have in fact been satisfied), and if at such time of commencement
the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation
of such Discounted Prepayment Offer shall be satisfied, then the Borrower shall have no liability to any Term Lender or any other Person
for any termination of such Discounted Prepayment Offer as a result of its failure to satisfy one or more of the conditions set forth
above which are required to be met at the time which otherwise would have been the time of consummation of such Discounted Prepayment
Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all prepayments of Term Loans
made by the Borrower pursuant to this Section 2.17, the Borrower shall pay on the settlement date of each such prepayment all
accrued and unpaid interest (except to the extent otherwise set forth in the relevant Auction Procedures), if any, on the prepaid Term
Loans up to the settlement date of such prepayment.


 


(c)  
Any loan prepayments conducted pursuant to Discounted Prepayment Offers shall not constitute voluntary or mandatory prepayments
for purposes of Section 2.05 hereof, but Term Loans of any Class prepaid pursuant to this Section 2.17 shall reduce scheduled
principal repayments installments on a pro rata basis.


 


(d)  
The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article
IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference
to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction
Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Prepayment Offer.


 






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2.18  
Extended Revolving Credit Commitments and Extended Term Loans.


 


(I)  Extended
Revolving Credit Commitments.


 


(a)  
At least 30 days but not more than 60 days prior to each anniversary of the Amendment No. 5 Effective Date (any such applicable
anniversary of the Amendment No. 5 Effective Date, the “Revolving Credit Extension Date”), but not more than once
after the Amendment No. 5 Effective Date, the Borrower, by written notice to the Administrative Agent, may request that each Revolving
Credit Lender extend the Maturity Date of the Revolving Credit Commitments for an additional one-year period as set forth in such notice
from the Borrower (a “Revolving Credit Extension Request”, and any Revolving Credit Commitments so modified, the “Extended
Revolving Credit Commitment”).


 


(b)  
The Administrative Agent shall promptly notify each Revolving Credit Lender of such Revolving Credit Extension Request, and each
such Revolving Credit Lender shall then, in its sole discretion, notify the Borrower and the Administrative Agent in writing no later
than 20 days prior to the Revolving Credit Extension Date whether such Revolving Credit Lender will consent to the extension (each such
Revolving Credit Lender consenting to the extension, an “Extending Revolving Credit Lender”). The failure of any Revolving
Credit Lender to notify the Administrative Agent of its intent to consent to any Revolving Credit Extension Request shall be deemed a
rejection by such Lender of such Revolving Credit Extension Request. A Lender that does not agree to a Revolving Credit Extension Request
is referred to as a “Non-Extending Revolving Credit Lender.”


 


(c)  
Subject to satisfaction of the conditions in Section 4.02(a) and (b) as of the Revolving Credit Extension Date,
on the Revolving Credit Extension Date, (i) the Maturity Date of Revolving Credit Commitments in effect at such time shall be extended
for an additional one-year period as requested (a “Revolving Credit Maturity Extension”), (ii) the Maturity Date with
respect to Revolving Credit Commitments following any such extension shall not be a date that is more than five (5) years after the applicable
Revolving Credit Extension Date and (iii) the Revolving Credit Commitment of each Non-Extending Revolving Credit Lender that is not replaced
pursuant to Section 2.18(e) shall terminate and the Revolving Credit Loans made by such Revolving Credit Lender shall be prepaid,
and any other amounts owing to such Revolving Credit Lender hereunder shall be paid.


 


(d)  
To the extent that there are Non-Extending Revolving Credit Lenders, the Administrative Agent shall promptly so notify the Extending
Revolving Credit Lenders, and each Extending Revolving Credit Lender may, in its sole discretion, give written notice to the Borrower
and the Administrative Agent no later than 15 days prior to the Revolving Credit Extension Date of the amount of the Revolving Credit
Commitments of the Non-Extending Revolving Credit Lenders that it is willing to assume.


 


(e)  
The Borrower shall be permitted to require that any Non-Extending Revolving Credit Lender assign its Revolving Credit Commitment
to an Extending Revolving Credit Lender or to replace any Revolving Credit Lender that is a Non-Extending Revolving Credit Lender with
a replacement financial institution or other entity (each, a “New Revolving Credit Lender”); provided that
(A) the New Revolving Credit Lender shall assume the Revolving Credit Commitment of the Non-Extending Revolving Credit Lender and purchase
all Revolving Credit Loans of the Non-Extending Revolving Credit Lender at 100% of the principal amount thereof, together with all accrued
interest and


 






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all
fees on such Revolving Credit Loans and Revolving Credit Commitment and all other amounts owing to such replaced Revolving Credit Lender
on or prior to the date of replacement, (B) the Borrower shall be liable to such replaced Revolving Credit Lender under Section 3.05
if any Revolving Credit Loan owing to such replaced Revolving Credit Lender shall be purchased other than on the last day of the
Interest Period relating thereto, (C) the replaced Revolving Credit Lender shall be obligated to assign its Revolving Credit Commitment,
Revolving Credit Loans and L/C Obligations to the applicable replacement Revolving Credit Lender or Revolving Credit Lenders in accordance
with the provisions of Section 10.06 (it being understood that the Borrower or the New Revolving Credit Lender shall be obligated
to pay the processing and recordation fee referred to therein) and (D) until such time as such replacement shall be consummated, the
Borrower shall pay all additional amounts (if any) required pursuant to Section 3.01 or 3.04, as the case may be.


 


(f)   
If the Extending Revolving Credit Lenders and the New Revolving Credit Lenders are willing to commit amounts that, in an aggregate,
exceed the amount of the Revolving Credit Commitments of the Non-Extending Revolving Credit Lenders, the Borrower and the Administrative
Agent shall allocate the Revolving Credit Commitments of the Non-Extending Revolving Credit Lenders among them.


 


(g)  
If any financial institution or other entity becomes a New Revolving Credit Lender or any Extending Revolving Credit Lender’s
Revolving Credit Commitment is increased pursuant to this Section 2.18, (i) Loans made on or after the applicable Revolving Credit
Extension Date shall be made in accordance with the pro rata provisions of Section 2.01 based on the respective Revolving Credit
Commitments in effect on and after the applicable Revolving Credit Extension Date and (ii) if, on the date of such joinder or increase,
there are any Revolving Credit Loans outstanding, such Revolving Credit Loan shall on or prior to such date be prepaid from the proceeds
of new Revolving Credit Loans made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by
accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with
Section 3.05.


 


(II)  Extended
Tem A Loans.


 


(a)  
At least 30 days but not more than 60 days prior to each anniversary of the Amendment No. 5 Effective Date (any such applicable
anniversary of the Amendment No. 5 Effective Date, the “Term A Loan Extension Date”), but not more than twice after
the Amendment and Restatement Effective Date, the Borrower, by written notice to the Administrative Agent, may request that each Term
Lender extend the Maturity Date of the Tranche A Term Loans to a date (the “Extended Term A Maturity Date”) that is
at least one year after the Maturity Date for the Tranche A Term Loans as set forth in such notice from the Borrower (a “Term
A Loan Extension Request” and, any Tranche A Term Loans so modified, the “Extended Term A Loans”).


 


(b)  
The Administrative Agent shall promptly notify each Term Lender of such Term A Loan Extension Request, and each such Term Lender
shall then, in its sole discretion, notify the Borrower and the Administrative Agent in writing no later than 20 days prior to the Term
A Loan Extension Date whether such Term Lender will consent to the extension (each such Term Lender consenting to the extension, an “Extending
Term A Lender”). The failure of any Term Lender to notify the Administrative Agent of its intent to consent to any Term A Loan
Extension Request shall be deemed


 






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a
rejection by such Term Lender of such Term A Loan Extension Request. A Lender that does not agree to a Term A Loan Extension Request
is referred to as a “Non-Extending Term A Lender.”


 


(c)  
Subject to satisfaction of the conditions in Section 4.02(a) and (b) as of the Term A Loan Extension Date, on the
Term A Loan Extension Date, the Maturity Date of the Tranche A Term Loans in effect at such time shall be extended to the Extended Term
A Maturity Date as to the Extending Term A Lenders (a “Term A Loan Maturity Extension”); provided that the proposed
terms of the Extended Term A Loans shall be identical to those applicable to the existing Tranche A Term Loans (the “Existing
Term A Loans”) except:


 


(i)    
the scheduled final maturity shall be the Extended Term A Maturity Date, which shall be later than the Latest Maturity Date of
the Existing Term A Loans;


 


(ii)    
all or any of the scheduled amortization payments of principal of the Extended Term A Loans may be delayed to later dates than
the scheduled amortization payments of principal of the Existing Term A Loans;


 


(iii)    
(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts,
original issue discounts and premiums with respect to the Extended Term A Loans may be different than those for the Existing Term A Loans
and (B) additional fees and/or premiums may be payable to the Extending Term A Lenders providing such Extended Term A Loans in addition
to any of the items contemplated by the preceding clause (A);


 


(iv)    
the Extended Term A Loans may have optional prepayment terms (including call protection and prepayment premiums) as may be agreed
between the Borrower and the Extending Term A Lenders, in an amount greater than, equal to or less than its pro rata share of voluntary
prepayments made to all Classes of Tranche A Term Loans; and


 


(v)    
the Loan Parties may be subject to covenants and other terms for the benefit of the Extending Term A Lenders that apply only after
the Latest Maturity Date.


 


(d)  
The Borrower shall have the right, but shall not be obliged, to arrange for one or more Extending Term A Lenders or other Eligible
Assignees to assume, pursuant to Assignments and Assumptions, effective as of the Maturity Date for the Existing Term A Loans in effect
immediately prior to the Term A Loan Extension Date, any Non-Extending Term A Lender’s Tranche A Term Loan and all of the obligations
of such Non-Extending Term A Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such
Non-Extending Term A Lender.


 


(III)  Omnibus
Maturity Extension Provisions.


 


(e)  
 In connection herewith, the Administrative Agent shall enter in the Register, (i) in the case of a Revolving Credit Maturity
Extension, (x) the names of any New Revolving Credit Lenders (if any) and (y) the respective allocations of any Extending Revolving
Credit Lenders and New Revolving Credit Lenders effective as of each Revolving Credit Extension Date and (ii) in the case of a Term A
Loan Maturity Extension, the respective allocations of any Extending Term A Lenders and any Non-Extending Term A Lenders.


 






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(f)   
An Extended Revolving Credit Commitment and/or an Extended Term A Loan shall be established pursuant to an Additional Credit Extension
Amendment executed by (x) in the case of a Revolving Credit Maturity Extension, the Extending Revolving Credit Lenders, including any
New Revolving Credit Lender (and the other Persons specified in the definition of Additional Credit Extension Amendment but not any Non-Extending
Revolving Credit Lender) and (y) in the case of a Term A Loan Maturity Extension, the Extending Term A Lenders (and the other Persons
specified in the definition of Additional Credit Extension Amendment but not any Non-Extending Term A Lender). No Additional Credit Extension
Amendment shall provide for any Extended Term A Loans in an aggregate principal amount that is less than $10,000,000. An Additional Credit
Extension Amendment consented to by the Required Lenders and the Administrative Agent may establish Extended Revolving Credit Commitments
and/or Extended Term A Loans in a manner that varies from this Section 2.18; provided that no Lender shall be required
to extend the Maturity Date of its Revolving Credit Commitment and/or its Tranche A Term Loans without its written consent. In addition
to any terms and changes required or permitted by Section 2.18(II)(c), an Additional Credit Extension Amendment for a Term A Loan
Maturity Extension shall amend the scheduled amortization payments pursuant to Section 2.07 with respect to the Existing Term
A Loans from which the Extended Term A Loans were converted to reduce each scheduled principal repayment amount for the Existing Term
A Loans in the same proportion as the amount of Existing Term A Loans to be converted into Extended Term A Loans. Following the effective
date of any Additional Credit Extension Amendment to extend the Maturity Date of any Revolving Credit Commitment and/or a Tranche A Term
Loan, the Borrower, any Non-Extending Revolving Credit Lender (in the case of Revolving Credit Maturity Extension), any Non-Extending
Term A Lender (in the case of a Term A Loan Maturity Extension) and the Administrative Agent (without the consent of any other Person)
may enter into a supplement to such Additional Credit Extension Amendment to extend the Maturity Date of such Non-Extending Revolving
Credit Lender and/or Non-Extending Term A Lender to be the same as the extended Maturity Date effected by such Additional Credit Extension
Amendment; provided that such Lender shall not be paid any fee to extend the Maturity Date of its Revolving Credit Commitment
and/or Tranche A Term Loans other than the fee (if any) paid to the Revolving Credit Lenders and/or Term Lenders pursuant to such Additional
Credit Extension Amendment in consideration for such extension.


 


(g)  
This Section 2.18 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.


 


2.19  
Refinancing Term Loans.


 


(a)  
The Borrower may at any time and from time to time, by written notice to the Administrative Agent, request the establishment of
one or more additional Classes of term loans under this Agreement or an increase to an existing Class of term loans under this Agreement
(“Refinancing Term Loans”); provided that:


 


(i)    
the proceeds of such Refinancing Term Loans shall be used, concurrently or substantially concurrently with the incurrence thereof,
solely to refinance all or any portion of any outstanding Term Loans;


 


(ii)    
each Class of Refinancing Term Loans shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess
thereof (or such other amount necessary to repay any Class of outstanding Term Loans in full);


 






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(iii)    
such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount of Term
Loans to be refinanced plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or
upfront fees);


 


(iv)    
the final maturity date of such Refinancing Term Loans shall be later than the Latest Maturity Date, and the Weighted Average
Life to Maturity of such Refinancing Term Loans shall be longer than the then remaining Weighted Average Life to Maturity of each Class
of Term Loans being refinanced;


 


(v)    
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Refinancing
Term Loans shall be as agreed between the Borrower and the Refinancing Term Lenders, (B) such Refinancing Term Loans shall not have any
mandatory prepayment or redemption provisions unless this Agreement is amended or otherwise modified to have such mandatory prepayment
terms apply equally for the benefit of the Tranche A Term Lenders and so long as such Refinancing Term Loans do not participate on a
greater than pro rata basis in any such mandatory prepayments as compared to Tranche A Term Lenders (it being understood that such amendments
or modifications to this Agreement as are necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower,
to add mandatory prepayment terms for the benefit of the Tranche A Term Lenders may be effected with the consent of the Borrower, the
Administrative Agent and the Refinancing Term Lenders, without the consent of any other Person), and (C) the covenants and other
terms applicable to such Refinancing Term Loans (excluding those terms described in the immediately preceding clause (A) and (B)), which
shall be as agreed between the Borrower and the Refinancing Term Lenders, shall not be materially more favorable (when taken as a whole)
to the Refinancing Term Lenders than those applicable to any Class of Term Loans then outstanding under this Agreement (as determined
by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity
Date then-applicable to any term loan facility hereunder or such covenants or other terms apply equally for the benefit of the other
Lenders; and


 


(vi)    
no existing Lender shall be required to provide any Refinancing Term Loans.


 


(b)  
Each such notice shall specify (x) the date (each, a “Refinancing Term Loan Effective Date”) on which the Borrower
proposes that the Refinancing Term Loans be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) the
identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Refinancing Term Loans as
if it were an assignee)) whom the Borrower proposes would provide the Refinancing Term Loans and the portion of the Refinancing Term
Loans to be provided by each such Person. On each Refinancing Term Loan Effective Date, each Person with a commitment for a Refinancing
Term Loan (each such Person, a “Refinancing Term Lender”) shall make a Refinancing Term Loan to the Borrower in a
principal amount equal to such Person’s Commitment therefor.


 


(c)  
This Section 2.19 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. The Refinancing
Term Loans shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Refinancing Term Loans
(and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and


 






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the
Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary
or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19.


 


ARTICLE
III

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01  
Taxes.


 


(a)  
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any
other Loan Document shall be made free and clear of and without reduction or withholding for any Taxes, provided that if a Loan
Party or other applicable withholding agent shall be required by applicable law to deduct any Taxes from such payments, then (i) the
Loan Party or other applicable withholding agent shall make such deductions, (ii) the Loan Party or other applicable withholding agent
shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iii) in the
case of Indemnified Taxes or Other Taxes, the sum payable shall be increased by the applicable Loan Party as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Lender
(or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal
to the sum it would have received had no such deductions been made.


 


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


 


(c)  
Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and the L/C Issuer,
within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and, without duplication, any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender
or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender
or the L/C Issuer, shall be conclusive absent manifest error. After the Administrative Agent, any Lender or the L/C Issuer (as the case
may be) learns of the imposition of any Indemnified Taxes or Other Taxes, the Administrative Agent, any Lender or the L/C Issuer (as
the case may be) will act in good faith to promptly notify the Borrower of its obligations hereunder; provided, however,
that the failure to provide Borrower with such notice shall not release the Borrower of its indemnification obligation under this Section
3.01(c).


 


(d)  
Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party or other
applicable withholding agent to a Governmental Authority, the 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.


 






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(e)  
Status of Lenders. Any Lender entitled to an exemption from or reduction of withholding tax with respect to payments under
this Agreement shall deliver to the Borrower (and the Administrative Agent) at any time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or otherwise reasonably
requested by the Borrower or the Administrative Agent to permit such payments to be made without such withholding Tax 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.


 


Without limiting the
foregoing, each Foreign Lender shall, to the extent it is legally eligible to do so, (i) on or prior to the date it becomes a Foreign
Lender, (ii) on or prior to the date on which any applicable form or certification expires or becomes obsolete or incorrect, (iii) after
the occurrence of any event involving such Foreign Lender that requires a change in the most recent form or certification previously
delivered by it to Borrower and the Administrative Agent, and (iv) from time to time if reasonably requested by the Borrower or
the Administrative Agent, provide the Administrative Agent and the Borrower whichever of the following is applicable:


 


(i)    
duly completed copies of IRS Form W-8BEN or W-8BEN-E (or any successor form) claiming eligibility for benefits of an income tax
treaty to which the United States is a party and which provides for an exemption from or reduction in United States Federal withholding
tax,


 


(ii)    
duly completed copies of IRS Form W-8ECI (or any successor form),


 


(iii)    
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code,
(A) a certificate substantially in the form of Exhibit F (any such certificate a “United States Tax Compliance Certificate”)
to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a
“10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, (3) a “controlled
foreign corporation” described in section 881(c)(3)(C) of the Code and (4) or was not engaged in the conduct of a trade or business
within the United States to which the interest payment is effectively connected and (B) duly completed copies of IRS Form W-8BEN or W-8BEN-E
(or any successor form),


 


(iv)    
to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating
Lender granting a typical participation), a complete and executed IRS Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E,
a United States Tax Compliance Certificate, IRS Form W-9, and/or other certification documents or successor forms from each beneficial
owner, as applicable; provided that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more partners
of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender shall provide a United States Tax Compliance
Certificate, on behalf of such beneficial owner(s) in lieu of requiring each beneficial owner to provide its own certificate, or


 


(v)    
any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding
tax duly completed together with such


 






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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.


 


Without limiting
the foregoing, each Lender and L/C Issuer that is a “United States person” within the meaning of Section 7701(a)(30) of the
Code that lends to the Borrower (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower
two duly signed, properly completed copies of IRS Form W-9 on or prior to the Amendment and Restatement Effective Date (or on or prior
to the date it becomes a party to this Agreement), certifying that such U.S. Lender is entitled to an exemption from United States backup
withholding, or any successor form.


 


If a payment made
to a Lender under any Loan Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the
applicable reporting requirements of FATCA (including those contained in Sections 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 FATCA obligations, to determine whether such Lender has
or has not complied with such Lender’s FATCA obligations and, if necessary, to determine the amount to deduct and withhold from
such payment. Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the date of
this Agreement.


 


Each Lender authorizes
the Administrative Agent to deliver to the Borrower and to any successor Administrative Agent any documentation provided by the Lender
to the Administrative Agent pursuant to this Section 3.01(e).


 


Notwithstanding
anything to the contrary in this Section 3.01(e), no Lender shall be required to deliver any documentation pursuant to this Section
3.01(e) that such Lender is not legally eligible to deliver.


 


(f)   
Treatment of Certain Refunds. If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion,
which shall be applied in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified
by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section, it shall pay to the Loan
Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party
under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket
expenses (including Taxes) of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such refund), provided that a Loan Party, upon the
request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to a Loan Party (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or
the L/C Issuer if the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority.
This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns
(or any other information relating to its taxes that it deems confidential) to a Loan Party or any other Person.


 






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3.02  
Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by
reference to the Term SOFR Rate, or to determine or charge interest rates based upon the Term SOFR Rate, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable
offshore interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation
of such Lender to make or continue Term Benchmark Loans or to convert Base Rate Loans to Term Benchmark Loans shall be suspended and
(ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined
by reference to the Adjusted Term SOFR Rate component of the Alternate Base Rate, the interest rate on such Base Rate Loans of such Lender
shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR Rate
component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay or, if applicable, convert all Term Benchmark Loans of such Lender to Base Rate Loans
(the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the Adjusted Term SOFR Rate component of the Alternate Base Rate), either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such Term Benchmark Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such Term Benchmark Loans, and (y) if such notice asserts the illegality of such Lender determining
or charging interest rates based upon the Term SOFR Rate, the Administrative Agent shall during the period of such suspension compute
the Alternate Base Rate applicable to such Lender without reference to the Adjusted Term SOFR Rate component thereof until the Administrative
Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon
the Term SOFR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or
converted.


 


3.03  
Alternate Rate of Interest.


 


(a)  
Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, 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 or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis),
for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted
Daily Simple SOFR or Daily Simple SOFR; or


 


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


 






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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 Committed Loan Notice requesting the conversion or continuation
of interest in accordance with the terms of Section 2.02 or a Committed Loan Notice for a new Borrowing in accordance with the
terms of Section 2.02, any Committed Loan Notice that requests the conversion of any Borrowing to, or continuation of any
Borrowing as, a Term Benchmark Borrowing and any Committed Loan Notice that requests a Term Benchmark Borrowing shall instead be deemed
to be an interest election request or a Borrowing request, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple
SOFR is not also the subject of Section 3.03(a)(i) or (ii) above or (y) a Base Rate Borrowing if the Adjusted Daily
Simple SOFR also is the subject of Section 3.03(a)(i) or (ii) above; provided that if the circumstances giving rise
to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark
Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in
this Section 3.03(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 Committed Loan Notice for an interest election request in accordance with the terms of Section
2.02 or a Committed Loan Notice for a new Borrowing request in accordance with the terms of Section 2.02, 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 so long as the Adjusted Daily Simple SOFR
is not also the subject of Section 3.03(a)(i) or (ii) above or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR also
is the subject of Section 3.03(a)(i) or (ii) above, on such day.


 


(b)   
Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be
a “Loan Document” for purposes of this Section 3.03), if a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement
is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date,
such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark
setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder
and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time,
written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(c)  
Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to
make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other
Loan Document, any


 






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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 (f) 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 3.03, 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 3.03.


 


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


 


(f)  
Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke
any request for a Term Benchmark Borrowing or RFR Borrowing or of conversion to or continuation of Term Benchmark Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request
for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as the Adjusted Daily
Simple SOFR is not the subject of a Benchmark Transition Event or (B) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the
subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such
Benchmark, as applicable, will not be used in any determination of Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR
Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with
respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented
pursuant to this Section 3.03, 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 so long as the Adjusted Daily Simple SOFR is not the


 






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subject
of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event,
on such day.


 


3.04  
Increased Costs; Capital and Liquidity Requirements.


 


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


 


(i)    
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement
taken into account in determining the Adjusted Term SOFR Rate) or the L/C Issuer; or


 


(ii)    
impose on any Lender or the L/C Issuer or the applicable offshore interbank market any other condition, cost or expense affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein (other than with respect to (x) any Indemnified
Taxes and Other Taxes indemnified under Section 3.01, (y) any Taxes described in clauses (b) through (d) of the definition of
“Excluded Taxes” or (z) any Connection Income Taxes);


 


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


 


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


 


(c)  
Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary
to compensate such Lender or the L/C Issuer or its holding


 






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company,
as the case may be, as specified in subsection (a) or (b) of this Section 3.04 or in Section 3.05 and specifying in reasonable
detail the basis for such compensation and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay
such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)  
Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such
compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than six months prior to the date
that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended
to include the period of retroactive effect thereof).


 


(e)  
[Reserved].


 


3.05  
Compensation for Losses.


 


(a)  
With respect to Loans that are not RFR Loans, upon demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by
it as a result of:


 


i.any
continuation, conversion, payment or prepayment of any Term Benchmark Loan on a day other than the last day of the Interest Period for
such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or any payment of any Term Benchmark Loan
on the Maturity Date of the Commitment under which such Loan was made if the Interest Period for such Loan does not end on such Maturity
Date;


 


ii.any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Term Benchmark Loan on the date or in the amount notified by the Borrower; or


 


iii.any
assignment of a Term Benchmark Loan on a day other than the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.13;


 


including any loss of anticipated profits
(excluding the Applicable Rate) and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain
such Loan or from fees payable to terminate the deposits from which such funds were obtained.


 


3.06  
Mitigation Obligations; Replacement of Lenders.


 


(a)  
Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different


 






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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 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section
3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be materially 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)  
Replacement of Lenders. If any Lender requests compensation under Section 3.04 or delivers a notice described
in Section 3.02, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.


 


3.07  
Survival. All of the Borrower’s obligations under this Article III, as well as the Lenders’ obligations
under Section 3.01(e), shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.


 


ARTICLE
IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01  
Conditions to Effectiveness of the Amendment and Restatement.. The effectiveness of this Agreement is subject to the prior
or concurrent satisfaction of the following conditions (the date on which such conditions are satisfied, the “Amendment and Restatement
Effective Date”):


 


(a)Loan
Documents and Corporate Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing
Loan Party (if applicable), each dated the Amendment and Restatement Effective Date (or, in the case of certificates of governmental
officials, a recent date before the Amendment and Restatement Effective Date) and each in form and substance reasonably satisfactory
to the Administrative Agent:


 


(i)    
executed counterparts of this Agreement and the Guaranty Reaffirmation in such number as the Administrative Agent may reasonably
request;


 


(ii)    
a Tranche A Note and/or Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Tranche A
Note and/or Revolving Credit Note at least two Business Days in advance of the Amendment and Restatement Effective Date;


 


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


 






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this Agreement and the other Loan Documents to which such
Loan Party is a party or is to be a party;


 


(iv)    
such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly
organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization;


 


(v)    
a favorable opinion of Davis Polk & Wardwell LLP, special New York counsel to the Loan Parties (A) dated as of the Amendment
and Restatement Effective Date, (B) addressed to each L/C Issuer on the Amendment and Restatement Effective Date, the Administrative
Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent; and


 


(vi)    
a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in clauses (a) and (b)
of Section 4.02 are satisfied.


 


(b)Fees
and Expenses. All fees due to the Administrative Agent, the Lead Arranger and the Lenders shall have been paid, and all expenses
to be paid or reimbursed to the Administrative Agent and the Lead Arranger that have been invoiced a reasonable period of time prior
to the Amendment and Restatement Effective Date shall have been paid, in each case, from the proceeds of the initial funding under the
Tranche A Term Facility plus such additional amounts of such fees, charges and disbursements of counsel as shall constitute its
reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Amendment and Restatement Effective
Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative
Agent of additional amounts actually incurred and invoiced by the Administrative Agent or its counsel to the Borrower promptly after
the Amendment and Restatement Effective Date).


 


(c)USA
Patriot Act. The Borrower and each of the Guarantors shall have provided, (i) at least three (3) Business Days prior to the Amendment
and Restatement Effective Date, the documentation and other information to the Administrative Agent and Lenders that are required by
regulatory authorities under applicable “know-your-customer” rules and regulations, including the USA Patriot Act, to the
extent the Borrower shall have received written requests therefor at least seven (7) Business Days prior to the Amendment and Restatement
Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation, at least five days prior to the Amendment and Restatement Effective Date, a Beneficial Ownership Certification in relation
to the Borrower.


 


Without limiting the
generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or approved by or acceptable or


 






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satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment and Restatement
Effective Date specifying its objection thereto.


 


4.02  
Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than
a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term Benchmark Loans) (including
on the Amendment and Restatement Effective Date) is subject to the satisfaction (or waiver) of the following conditions precedent:


 


(a)The
representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or
which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in
all material respects (or in all respects, if such representation and warranty is qualified by materiality or “Material Adverse
Effect”) on and as of the date of such Credit Extension, 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 (or in all respects, if such representation
and warranty is qualified by materiality or “Material Adverse Effect”) as of such earlier date, and except that for purposes
of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to
refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (it being understood that
if any Additional Commitment is being provided in connection with a Limited Condition Transaction, then the provisions of Section
1.08(b) shall apply and this clause (a) shall be limited to customary SunGard “specified representations” and, if applicable,
those representations of the seller or the target company (as applicable) included in the acquisition agreement related to such Limited
Condition Transaction that are material to the interests of the Lenders and only to the extent that the Borrower or its applicable Subsidiary
has the right to terminate its obligations under such acquisition agreement as a result of a failure of such representations to be accurate).


 


(b)No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof (it being understood
that if any Additional Commitment is being provided in connection with a Limited Condition Transaction, then the provisions of Section
1.08(b) shall apply and no Event of Default under Section 8.01(a), Section 8.01(f) and Section 8.01(g)(i) shall
exist, or would result from such proposed Additional Commitment or from the application of the proceeds thereof).


 


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


 


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


 


ARTICLE
V

REPRESENTATIONS AND WARRANTIES


 


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


 






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


 


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


 


5.03  
Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery
or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the
ARCA Transaction, except for such items which the failure to make or obtain could not reasonably be expected to have a Material Adverse
Effect.


 


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


 


5.05  
Financial Statements; No Material Adverse Effect.


 


(a)  
The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with
GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.


 






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(b)  
The unaudited financial statements of the Borrower for the three months ended March 31, 2021 and 2022 (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present
in all material respects the financial condition and results of operations of the entities to which they relate as of the dates and for
the periods covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.


 


(c)  
Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either
individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.


 


5.06  
Litigation. Except as disclosed on Schedule 5.06, there are no Proceedings pending or, to the knowledge of the Borrower,
threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any
of its Subsidiaries or against any of their properties or revenues that (a) purport to restrain or contest entry into or performance
under this Agreement or any other Loan Document or the consummation of the ARCA Transaction or (b) either individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect.


 


5.07  
Ownership of Property. Each Loan Party and each of its Subsidiaries owns, or has valid leasehold interests in, or other
rights to use, all property necessary in the ordinary conduct of its business, except for such property the failure to own or have valid
interest in, or such defects in title or interests, or rights, as could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


5.08  
Environmental Compliance. Except with respect to any matters that could not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect or as set forth on Schedule 5.08, none of the Loan Parties nor any of their
respective Subsidiaries (a) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Environmental Permit
or to provide any notification required under any Environmental Law or has become subject to any Environmental Liability or is conducting
or financing any investigation, response or corrective action pursuant to any Environmental Law at any location; or (b) knows of any
basis for Environmental Liability.


 


5.09  
Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates
(as determined in the good faith judgment of the Borrower).


 


5.10  
Taxes. The Borrower and its Subsidiaries have filed, or have caused to be filed, all Federal, state and other tax returns
and reports required to be filed, and have paid, or have caused to be paid, all Federal, state and other taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (i) those
which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided
in accordance with GAAP or (ii) to the extent the failure to do any of the foregoing could not reasonably be expected to have a Material
Adverse Effect. There is no proposed tax assessment against the Borrower or any of its Subsidiaries that would, if made, have a


 






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Material
Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement other than one or more tax sharing
agreements between or among Loan Parties and other Domestic Subsidiaries and the tax sharing agreement between the Borrower and Morgan
Stanley.


 


5.11  
ERISA Compliance.


 


(a)  
Except with respect to any matter that could not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, (i) each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other Federal or
state laws and (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable
determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust
related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application
for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has
occurred which would prevent, or cause the loss of, such tax qualified status.


 


(b)  
There are no pending or, to the best knowledge of the Borrower, threatened Proceedings by any Governmental Authority, with respect
to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material
Adverse Effect.


 


(c)  
Except as would not reasonably be expected to have a Material Adverse Effect: (i) No ERISA Event has occurred, and neither the
Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result
in an ERISA Event with respect to any Pension Plan and (ii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction
that could be subject to Section 4069 or Section 4212(c) of ERISA.


 


(d)  
Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to,
or liability under, any active or terminated Pension Plan other than (A) on the Amendment and Restatement Effective Date, those listed
on Schedule 5.11(d) hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.


 


5.12  
Subsidiaries. Schedule 5.12 sets forth a complete list of each Subsidiary of the Borrower as of the Amendment and
Restatement Effective Date, the jurisdiction of organization of such Subsidiary, the percentage of the Equity Interests of such Subsidiary
owned by the Borrower or a Subsidiary of the Borrower and whether such Subsidiary is a Loan Party.


 


5.13  
Margin Regulations; Investment Company Act.


 


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


 


(b)  
None of the Loan Parties is required to register as an “investment company” as such term is defined under the Investment
Company Act of 1940.


 






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5.14  
Disclosure. No report, financial statement, certificate or other information furnished in writing by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this
Agreement or delivered hereunder or under any other Loan Document, taken as a whole with all such reports, financial statements, certificates
or other information previously furnished, contains, when furnished, any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading;
provided that (i) with respect to projected, pro forma or budgeted financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time such information was prepared (it
being recognized by the Administrative Agent and the Lenders that such information is subject to significant uncertainties and contingencies
and that no assurance can be given that any particular projection will be realized and that actual results during the period or periods
covered thereby may vary and such variances may be material) and (ii) the Borrower makes no representation or warranty with respect to
information of a general economic or general industry nature.


 


5.15  
Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all respects with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted
or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


5.16  
Intellectual Property; Licenses, Etc. Except as set forth on Schedule 5.16 or would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect, (i) each Loan Party and each of its Subsidiaries own, or possess
the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights and other intellectual property
rights (collectively “IP Rights”) that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person, (ii) to the knowledge of the Borrower, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any of its
Subsidiaries infringes upon any rights held by any other Person and (iii) no claim or litigation regarding any of the material IP Rights
owned by any Loan Party or any of its Subsidiaries is pending or, to the knowledge of the Borrower, threatened.


 


5.17  
Anti-Money-Laundering Laws; Anti-Corruption Laws; Sanctions. The Borrower has implemented and maintains in effect policies
and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers,
employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries
and, to the knowledge of the Borrower, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption
Laws, Anti-Money Laundering 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, 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.


 






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ARTICLE
VI

AFFIRMATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation (other than any Unmatured Surviving Obligations) hereunder shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless cash collateralized in a manner reasonably satisfactory
to the L/C Issuer), the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02,
6.03 and 6.11) cause each Subsidiary to:


 


6.01  
Financial Statements. Deliver to the Administrative Agent (which shall deliver to each Lender), in form and detail reasonably
satisfactory to the Administrative Agent:


 


(a)as
soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated statement of financial
condition of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income,
shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP
or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in
accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such audit; and


 


(b)as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the
Borrower (commencing with the fiscal quarter ending June 30, 2022), a consolidated statement of financial condition of the Borrower and
its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income and cash flows for such fiscal
quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures
for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable
detail, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results
of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments
and the absence of footnotes.


 


Notwithstanding anything
to the contrary herein, it is understood and agreed that delivery of the Borrower’s (i) annual report and Form 10-K for any fiscal
year and (ii) quarterly report on Form 10-Q for any fiscal quarter, in each case containing the information and report and opinion required
by Section 6.01(a) and 6.01(b), respectively, and filed with the SEC pursuant to the Securities Exchange Act of 1934, as
amended, and are publicly available for review within the time period specified in Section 6.01(a) and 6.01(b) will satisfy
the delivery requirements of Section 6.01(a) and 6.01(b), respectively, without any further requirement to deliver paper
or other electronic copies thereof.


 


6.02  
Certificates; Other Information. Deliver to the Administrative Agent (which shall deliver to each Lender), in form and
detail reasonably satisfactory to the Administrative Agent:


 






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(a)starting
with the fiscal quarter ending June 30, 2022 and concurrently with the delivery of the financial statements referred to in Sections 6.01(a)
and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which delivery may, unless
the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be
deemed to be an original authentic counterpart thereof for all purposes);


 


(b)promptly
after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party, in each case, prepared by independent
accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them;


 


(c)promptly
after the same are available, copies of each annual report, proxy or financial statement or other material report or communication sent
to the stockholders of the Borrower, and copies of all material annual, regular, periodic and special reports and registration statements
which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934
(other than registration statements on Form S-8 or exhibits to any of the foregoing), or with any national securities exchange, and in
any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(d)promptly
after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of any Loan Party
or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement involving Indebtedness then
outstanding in an aggregate principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders
pursuant to Section 6.01 or any other clause of this Section 6.02;


 


(e)promptly,
and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each material
notice or other material 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 such agency regarding financial or other operational results of any Loan
Party or any of its Subsidiaries; provided that the Borrower shall not be required to provide a copy of any such communication
if the Borrower is prohibited or restricted by any applicable law or by the terms of such communication from providing such copy; and


 


(f)(x)
subject to the proviso to clause (e), promptly, such additional information regarding the business, financial, legal or corporate
affairs of any Loan Party or any of its Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent
or any Lender may from time to time 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.


 


Notwithstanding anything
to the contrary herein, it is understood and agreed that the Borrower’s filing of any of the reports, proxies, financial statements,
other material reports or


 






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communications,
and registration statements described in Section 6.02(c) with the SEC pursuant to the Securities Exchange Act of 1934, as amended,
and are publicly available for review will satisfy the delivery requirements of Section 6.02(c) without any further requirement
to deliver paper or other electronic copies thereof.


 


Documents or notices
required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically
(including by email) and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 10.02, (ii)
on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and
the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), (iii)
on which any such email is delivered to the Administrative Agent or (iv) such documents are filed with the SEC and are publicly available
for review; provided that: unless such documents are filed with the SEC and are publicly available for review, (x) the Borrower
shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper
copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower
shall notify the Administrative Agent, which shall notify 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 or to maintain 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 for delivery, and each Lender shall
be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


The Borrower hereby
acknowledges that the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”).


 


6.03  
Notices. Promptly notify the Administrative Agent (which shall deliver such notices to each Lender):


 


(a)of
the occurrence of any Default;


 


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


 


(c)of
the occurrence of any ERISA Event that could reasonably be expected to result in a Material Adverse Effect.


 






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Each notice pursuant
to this Section 6.03 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under
Section 6.03 of the MSCI A&R Credit Agreement, dated as of June 9, 2022 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time)” and (iii) shall be accompanied by a statement of a Responsible Officer of the Borrower
setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with
respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement
and any other Loan Document that have been breached.


 


6.04  
Payment of Taxes. Pay and discharge as the same shall become due and payable, all its obligations and liabilities in respect
of all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, except (i) to the extent
the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Borrower or such Subsidiary or (ii) to the extent the failure to pay or discharge the same could not reasonably
be expected to have a Material Adverse Effect.


 


6.05  
Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03, (ii) in
respect of an Immaterial Subsidiary or (iii) other than in the case of the legal existence and good standing (in the jurisdiction of
organization) of the Borrower, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(b) take all commercially reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal
conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
and (c) take all action in its good faith business judgment to preserve or renew all of its material registered patents, trademarks,
trade names and service marks, in each case to the extent that the failure to do so could reasonably be expected to have a Material Adverse
Effect.


 


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


 


6.07  
Maintenance of Insurance. Maintain or cause to be maintained with financially sound and reputable insurance companies not
Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons.


 


6.08  
Compliance with Laws.


 


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


 






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(b)  
Maintain in effect policies and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their
respective directors, officers, employees and agents with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable
Sanctions.


 


6.09  
Books and Records. Maintain proper books of record and account (in which full, true and correct, in all material respects,
entries shall be made of all material financial transactions and matters involving the assets and business of the Borrower and its Subsidiaries)
in a manner that permits the preparation of financial statements in accordance with GAAP.


 


6.10  
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent to visit and inspect
any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and
to discuss its affairs, finances and accounts with its directors, officers responsible for financial matters, and independent public
accountants (at which authorized representatives of the Borrower shall be entitled to be present), all at the reasonable expense of the
Borrower and at such reasonable times during normal business hours and, subject to the first proviso below, as often as may be reasonably
desired, upon at least three (3) Business Days’ notice to the Borrower; provided that excluding any such visits and inspections
during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this
Section 6.10 and the Administrative Agent shall not exercise such rights more often than one (1) time during any calendar year
absent the existence and continuation of an Event of Default; provided, further, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing
at the reasonable expense of the Borrower at any time during normal business hours.


 


6.11  
Use of Proceeds.


 


(a)  
Use the proceeds of the Credit Extensions (i) in the case of the Tranche A Term Loans made on the Amendment and Restatement Effective
Date, for general corporate purposes of the Borrower and its Subsidiaries (including to pay fees and expenses incurred in connection
with the ARCA Transaction) not in contravention of any Law or of any Loan Document, (ii) in the case of Revolving Credit Loans, for general
corporate purposes of the Borrower and its Subsidiaries (including working capital and acquisitions) not in contravention of any Law
or of any Loan Document, (iii) in the case of any Additional Term Loans, as specified in the Additional Credit Extension Amendment related
thereto and (iv) in the case of any Refinancing Term Loan, to repay the Term Loans relating to such Refinancing Term Loan, and pay fees
and expenses in connection therewith.


 


(b)  
Not to use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately,
to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing
or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each case, in violation of such Regulation
U of the FRB.


 


(c)  
Not request any Borrowing or Letter of Credit, and the Borrower 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


 






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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.


 


6.12  
Additional Guarantors. Unless the next succeeding sentence applies, within 45 days following the date on which annual financial
statements were, or were required to be, delivered pursuant to Section 6.01(a) (which date may be extended by the Administrative
Agent in its reasonable discretion), the Borrower shall cause any Material Domestic Subsidiary that is not already a Guarantor to execute
the Guaranty and deliver it to the Administrative Agent. In addition, by no later than the earlier of 75 days following (x) the formation
or acquisition of any Person that is a Material Domestic Subsidiary and (y) the first date on which annual or quarterly financial statements
that included such Material Domestic Subsidiaries were, or were required to be, delivered pursuant to Section 6.01(a) or (b)
(which date may be extended by the Administrative Agent in its reasonable discretion), the Borrower shall cause such Person to execute
the Guaranty and deliver it to the Administrative Agent. Any such Guaranty shall be accompanied by an opinion of counsel covering the
due authorization, execution, delivery and enforceability of such Guaranty.


 


6.13  
Compliance with Environmental Laws. Except to the extent that the failure to do any of the following could not, individually
or in the aggregate, be reasonably likely to result in a Material Adverse Effect, (i) comply and use commercially reasonable efforts
to cause all lessees and other Persons operating or occupying its properties to comply in all material respects with all applicable Environmental
Laws and Environmental Permits; (ii) obtain and renew all Environmental Permits necessary for its operations and properties; and (iii)
conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove
and clean up all Hazardous Materials from any of its properties, as required by applicable Environmental Laws; provided, however,
that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action
to the extent that its obligation to do so is being contested in good faith and appropriate reserves are being maintained with respect
to such circumstances in accordance with GAAP.


 


ARTICLE
VII

NEGATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation (other than any Unmatured Surviving Obligations) hereunder shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless cash collateralized in a manner reasonably satisfactory
to the L/C Issuer), the Borrower agrees to, and agrees to cause its Subsidiaries to, comply with the following covenants:


 


7.01  
Liens.


 


(a)  
Except as provided in clauses (i) through (xxviii) below, neither the Borrower nor any Guarantor may create, incur, assume or
otherwise have outstanding or suffer to exist any Lien upon any asset or property belonging to the Borrower or any Guarantor, whether
such asset or property is owned by the Borrower or any Guarantor on the Amendment and Restatement Effective Date or acquired in the future,
other than the following:


 






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(i)    
Liens in favor of (x) the Administrative Agent to secure the Obligations or (y) any L/C Issuer to Cash Collateralize any Defaulting
Lender’s participation in Obligations hereunder;


 


(ii)    
Liens in favor of the Borrower or any Guarantor;


 


(iii)    
Liens on property to secure all or part of the cost of acquiring, substantially repairing or altering, constructing, developing
or substantially improving such property, or to secure Indebtedness incurred to provide funds for any such purpose or for reimbursement
of funds previously expended for any such purpose; provided (A) the commitment of the creditor to extend the credit secured by
any such Lien shall have been obtained not later than twelve months after the later of (x) the completion of the acquisition, substantial
repair or alteration, construction, development or substantial improvement of such property or (y) the placing in operation of such property
or of such property as so substantially repaired or altered, constructed, developed or substantially improved and (B) such Liens shall
not apply to any other property or assets of the Borrower or any Subsidiary (other than improvements, accessions, proceeds or dividends
or distributions in respect thereof);


 


(iv)    
Liens existing on property at the time of its acquisition or existing on property of a Person at the time such Person is merged
into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary of the Borrower; provided that such Liens were
not created in contemplation of such acquisition, merger, consolidation or investment and do not extend to any assets other than such
acquired property or those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower
or such Subsidiary (plus improvements, accessions, proceeds or dividends or distributions in respect thereof);


 


(v)    
any Lien required to be given or granted by any Subsidiary pursuant to the terms of any agreement entered into by such Subsidiary
prior to the date on which it became a Subsidiary; provided that any such Lien does not extend to any other property or asset,
other than improvements to the property or asset subject to such Lien;


 


(vi)    
Liens existing as of the Amendment and Restatement Effective Date and listed on Schedule 7.01;


 


(vii)    
extensions, renewals, alterations, refinancings or replacements of any Lien referred to in the preceding clauses (iii) through
(vi) above; provided, however, that (A) the amount of obligations secured thereby shall not exceed the amount of obligations
so secured at the time of such extension, renewal, alteration or replacement, plus accrued and unpaid interest thereon together
with any reasonable fees, premiums (including tender premiums) and expenses relating to such extension, renewal, alteration or replacement
and (B) such extension, renewal, alteration, refinancing or replacement shall be limited to all or a part of the property or assets which
secured the Lien so extended, renewed, altered or replaced (plus improvements on such property or assets);


 


(viii)    
landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 60 days or which
are being contested in good faith and by


 






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appropriate proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person to the extent required under GAAP;


 


(ix)    
Liens attaching to cash earnest money deposits in connection with any letter of intent or purchase agreement permitted hereunder
and Liens on cash deposits held in escrow accounts pursuant to the terms of any purchase agreement permitted hereunder;


 


(x)    
Liens on cash and Cash Equivalents (A) securing Swap Contracts not entered into for speculative purposes and (B) securing letters
of credit entered into in the ordinary course of business; provided, that the aggregate amount of such cash and Cash Equivalents
shall at no time exceed $100.0 million;


 


(xi)    
banker’s liens, rights of setoff and other similar Liens that are customary in the banking industry and existing solely
with respect to cash and other amounts on deposit in one or more accounts (including securities accounts) maintained by the Borrower
or its Subsidiaries;


 


(xii)    
pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other social security legislation;


 


(xiii)    
deposits to secure the performance of tenders, bids, trade contracts and leases, statutory or regulatory obligations, surety bonds,
insurance obligations, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(xiv)    
minor defects or minor imperfections in title, and zoning, land use and similar restrictions and easements, rights-of-way, restrictions
and other similar encumbrances affecting real property which, in the aggregate, do not materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;


 


(xv)    
Liens securing judgments not constituting an Event of Default under Section 8.01(h), or securing appeal or other surety
bonds related to such judgments;


 


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


 


(xvii)   
leases, licenses, subleases or sublicenses (including with respect to IP Rights) granted to other Persons in the ordinary course
of business which do not (A) interfere in any material respect with the business of the Borrower and its Subsidiaries or (B) secure any
Indebtedness for borrowed money;


 


(xviii)   
any interest or title of (A) a lessor or sublessor under any lease or sublease or (B) a licensor or sublicensor under any
license or sublicense, in each case entered into in the ordinary course of business, so long as such interest or title relate solely
to the assets subject thereto;


 






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(xix)    
Liens of a collecting bank arising under Section 4-208 (or its equivalent) of the Uniform Commercial Code of any applicable jurisdiction
on items in the course of collection and documents and proceeds related thereto;


 


(xx)    
Liens arising from precautionary filings of financing statements under the Uniform Commercial Code of any applicable jurisdiction
in respect of operating leases or consignments entered into by the Borrower or its Subsidiaries in the ordinary course of business;


 


(xxi)    
Liens in the nature of trustee’s Liens granted pursuant to any indenture governing any permitted Indebtedness for borrowed
money, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to
reimburse its expenses and to indemnify it under the terms thereof;


 


(xxii)   
Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(xxiii)   
assignments of accounts or other rights to receive income to the extent constituting a Sale/Leaseback Transaction permitted under
Section 7.04;


 


(xxiv)    
escrow deposits of source code in the ordinary course of business in connection with the licensing of IP Rights by the Borrower
or any of its Subsidiaries to their customers;


 


(xxv)    
Liens arising out of conditional sale, title retention, consignment or similar arrangements for sales of goods entered into by
the Borrower or its Subsidiaries in the ordinary course of business;


 


(xxvi)    
Liens 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;


 


(xxvii)    
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; and


 


(xxviii)    
a Lien (including successive extensions, renewals, alterations or replacements thereof) not excepted by clauses (i) through (xxvii)
above; provided that after giving effect thereto, Exempted Debt does not exceed the greater of (A) $100.0 million and (B) 12.5%
of Consolidated EBITDA for the Measurement Period, determined on a Pro Forma Basis, in each case, measured at the date of any Incurrence
of Exempted Debt.


 


(b)  
In the event that a Lien meets the criteria of more than one of clauses of (i) through (xxviii) above, the Borrower, in its sole
discretion, will be permitted to classify such Lien (or portion thereof) at the time of its Incurrence in any manner that complies with
this Section 7.01. In addition, any Lien (or portion thereof) originally classified as Incurred pursuant to any of clauses (i)
through (xxviii) above may later be reclassified by the Borrower, in its sole discretion, such that it (or any portion thereof) will
be deemed to be Incurred pursuant to any other of such clauses to the extent that such reclassified Lien (or portion thereof) could be
Incurred pursuant to such clause at the time of such reclassification.


 






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(c)  
For purposes of this covenant:


 


(i)  accrual
of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and
the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of the indebtedness secured by
the relevant Lien;


 


(ii)  in
determining compliance with any U.S. dollar-denominated restriction on the securing of Indebtedness, the U.S. dollar-equivalent principal
amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect
on the date such indebtedness was Incurred; and


 


(iii)  the
maximum amount of Indebtedness that the Borrower and its Subsidiaries may secure shall not be deemed to be exceeded solely as a result
of fluctuations in the exchange rate of currencies.


 


7.02  
Subsidiary Indebtedness.


 


(a)  
The Borrower will not cause or permit any Subsidiary that is not a Guarantor to Incur any Indebtedness.


 


(b)  
Section 7.02(a) shall not apply to the following items of Indebtedness:


 


(i)    
(A) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into,
a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so
long as such indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and (B) Refinancing
Indebtedness thereof, so long as such Refinancing Indebtedness is Incurred by the same Person(s) as the indebtedness being refinanced
or replaced;


 


(ii)    
(A) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such indebtedness was not Incurred
in anticipation of such Person becoming a Subsidiary, and (B) Refinancing Indebtedness thereof, so long as such Refinancing Indebtedness
is Incurred by the same Person(s) as the indebtedness being refinanced or replaced;


 


(iii)    
(A) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets,
including Capitalized Leases, purchase money 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; provided that the amount of such Indebtedness
does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; and (B) Refinancing Indebtedness thereof,
so long as such Refinancing Indebtedness is Incurred by the same Person(s) as the indebtedness being refinanced or replaced;


 


(iv)    
Indebtedness of the Borrower owing to and held by any Subsidiary or indebtedness of a Subsidiary owing to and held by the Borrower
or any other Subsidiary;


 






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(v)    
Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million;


 


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


 


(vii)    
Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary
in the ordinary course of business supporting obligations under (A) workers’ compensation, unemployment insurance and other social
security legislation and (B) tenders, bids, trade contracts, leases (other than capitalized lease obligations or Synthetic Lease Obligations),
statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds, appeal bonds and other obligations of a
like nature;


 


(viii)    
Swap Contracts entered into other than for speculative purposes;


 


(ix)    
Indebtedness consisting of the financing of insurance premiums;


 


(x)    
Indebtedness outstanding on the Amendment and Restatement Effective Date and listed on Schedule 7.02 and any Refinancing
Indebtedness thereof;


 


(xi)    
Indebtedness representing deferred compensation to employees incurred in the ordinary course of business;


 


(xii)    
Indebtedness incurred in any acquisition or other transaction permitted hereunder, in each case to the extent constituting indemnification
obligations, incentive, non-compete or other similar arrangements, or obligations in respect of purchase price (including earn-outs)
or other similar adjustments;


 


(xiii)    
obligations in respect of any agreement to provide cash management services, including credit or debit card, electronic funds
transfer, credit card or purchase card services and other cash management arrangements;


 


(xiv)    
Indebtedness on account of or in respect of letters of credit obtained in the ordinary course of business in connection with foreign
operations or branches in an aggregate principal amount not exceeding $10,000,000 at any time outstanding; and


 


(xv)    
Indebtedness not excepted by clauses (i) through (xiv) above; provided that after giving effect thereto, Exempted Debt
does not exceed $250.0 million in the aggregate at any time outstanding.


 


(c)  
In the event that Indebtedness meets the criteria of more than one of clauses of (i) through (xv) above, the Borrower, in its
sole discretion, will be permitted to classify such indebtedness (or portion thereof) at the time of its Incurrence in any manner that
complies with this covenant. In addition, any indebtedness (or portion thereof) originally classified as Incurred pursuant to any of
clauses (i) through (xv) above may later be reclassified by the Borrower, in its sole discretion, such that it (or any


 






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portion
thereof) will be deemed to be Incurred pursuant to any other of such clauses to the extent that such reclassified indebtedness (or portion
thereof) could be Incurred pursuant to such clause at the time of such reclassification.


 


(d)  
Indebtedness Incurred under any of clauses (i) through (xv) above by a Subsidiary that subsequently becomes a Guarantor will cease
to be outstanding under such clause at such time as such Subsidiary becomes a Guarantor until such time, if any, that the Borrower, in
its sole discretion, elects to classify or re-classify such indebtedness as Incurred under any of such clauses to permit the release
of such Subsidiary from the Guaranty as permitted under Section 9.10.


 


(e)  
For purposes of this covenant:


 


(i)    
accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt
discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness;


 


(ii)    
in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate
in effect on the date such Indebtedness was Incurred; provided, however, that if such indebtedness is Incurred to refinance
or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing
or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of
such refinancing or replacement indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced;
and


 


(iii)    
the maximum amount of Indebtedness that the Borrower and its Subsidiaries may Incur shall not be deemed to be exceeded solely
as a result of fluctuations in the exchange rate of currencies.


 


7.03  
Fundamental Changes.


 


(a)  
The Borrower will not consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise Dispose
of its properties and assets substantially as an entirety, in one transaction or a series of related transactions, directly or indirectly,
to any Person, and will not permit any Person to consolidate with or merge with or into the Borrower, unless:


 


(i)the
Borrower will be the surviving company in any merger or consolidation, or, if the Borrower consolidates with or merges into another Person
or conveys or transfers or leases its properties and assets substantially as an entirety, in one transaction or a series of related transactions,
directly or indirectly, to any Person, such successor Person is an entity organized and validly existing under the laws of the United
States of America or any state thereof or the District of Columbia;


 






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(ii)the
successor Person, if other than the Borrower, expressly assumes all of the Borrower’s Obligations under the Loan Documents;


 


(iii)each
Guarantor (unless it is the other party to the transactions above) shall have confirmed that its Guarantee shall apply to such successor
Person’s obligations in respect of this Agreement;


 


(iv)immediately
after giving effect to the consolidation, merger, conveyance, transfer or lease, there exists no Default or Event of Default; and


 


(v)the
Borrower has delivered to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower and an opinion of counsel,
each in form and substance reasonably satisfactory to the Administrative Agent.


 


For purposes of this covenant, the Disposition
of all or substantially all of the properties and assets of one or more of the Subsidiaries, which properties and assets, if held by
the Borrower instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Borrower on
a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Borrower.


 


(b)  
No Guarantor will consolidate with or merge with or into any other Subsidiary or convey, transfer, lease or otherwise Dispose
of its properties and assets substantially as an entirety, in one transaction or a series of related transactions, directly or indirectly,
to any other Subsidiary, or permit any Subsidiary to consolidate with or merge with or into such Guarantor, unless


 


(i)  a
Guarantor will be the surviving Person in such merger or consolidation, or, if such Guarantor consolidates with or merges into another
Subsidiary or conveys or transfers or leases its properties and assets substantially as an entirety, in one transaction or a series of
related transactions, directly or indirectly, to any other Subsidiary, such successor Person is an entity organized and validly existing
under the laws of the United States of America or any state thereof or the District of Columbia;


 


(ii)  the
successor Person, if not already a Guarantor, expressly assumes such Guarantor’s Guarantee under the Guaranty;


 


(iii)  immediately
after giving effect to the consolidation, merger, conveyance, transfer or lease, there exists no Default or Event of Default; and


 


(iv)  the
Borrower has delivered to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower and an opinion of counsel,
each in form and substance reasonably satisfactory to the Administrative Agent.


 


(c)  
Notwithstanding the foregoing clause (b), any Guarantor (other than a Material Domestic Subsidiary) may liquidate or dissolve
if the Borrower reasonably 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.


 






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(d)  
This covenant shall not apply to the direct or indirect conveyance, transfer, lease or disposition of all or any portion of the
stock, assets or liabilities of any Loan Party to any other Loan Party.


 


7.04  
Sale/Leaseback Transactions.


 


(a)  
Neither the Borrower nor any Guarantor may engage in a transaction with any Person (other than the Borrower or a Guarantor) providing
for the leasing by the Borrower or any Guarantor of any property of the Borrower or a Guarantor, except for transactions (i) involving
a lease which will not exceed three years, including renewals (or which may be terminated by the Borrower or the applicable Guarantor
within a period of not more than three years), (ii) involving a lease of property executed by the time of, or within 12 months after,
the latest of the acquisition, completion of construction, or commencement of operations of such property, (iii) that were for the sale
and leasing back to the Borrower or a Subsidiary of any property, and (iv) that were entered into prior to, or within 12 months of, the
Amendment and Restatement Effective Date (a “Sale/Leaseback Transaction”), unless the net proceeds of the sale or
transfer of the property to be leased are at least equal to the fair market value of such property and unless:


 


(b)  
(i) this Agreement would have allowed the Borrower or any of the Subsidiaries to create a Lien on such property to secure debt
in an amount at least equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction without securing the Obligations
pursuant to Section 7.01; or


 


(ii)    
within 360 days, the Borrower or any Guarantor applies an amount equal to the net proceeds of such sale or transfer to:


 


(A)the
voluntary retirement of any indebtedness of the Borrower or its Subsidiaries maturing by its terms more than one year from the date of
issuance, assumption or guarantee thereof, or which is extendible or renewable at the sole option of the obligor in such manner that
it may become payable more than one year from the date of issuance, assumption or guarantee, which ranks equally with the Loans in right
of payment and owing to a Person other than the Borrower or any Affiliate of the Borrower; or


 


(B)the
purchase of additional property that will constitute or form a part of property or other assets used or useful in a business permitted
by Section 7.06, and which has a fair market value at least equal to the net proceeds of such sale or transfer.


 


(c)  
Notwithstanding the provisions of the immediately preceding paragraph, the Borrower or any Guarantor may enter into a Sale/Leaseback
Transaction which would otherwise be subject to Section 7.04(a) so as to create an aggregate amount of Attributable Indebtedness
after giving effect thereto that does not, together with all Exempted Debt, exceed the greater of (A) $100.0 million and (B) 12.5% of
Consolidated EBITDA for the Measurement Period, determined on a Pro Forma Basis, in each case measured at the date of any Incurrence
of Exempted Debt.


 


(d)  
For purposes of this covenant:


 






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(i)    
in determining compliance with any U.S. dollar-denominated restriction on the entering into of any Sale/Leaseback Transaction,
the U.S. dollar-equivalent principal amount of Attributable Indebtedness denominated in a foreign currency shall be calculated based
upon the relevant currency exchange rate in effect on the date such Attributable Indebtedness in respect of such Sale/Leaseback Transaction
was Incurred; and


 


(ii)    
the maximum amount of Attributable Indebtedness the Borrower or any Guarantor may Incur in respect of any Sale/Leaseback Transaction
shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.


 


7.05  
Restricted Payments. The Borrower shall not, nor shall it permit any Subsidiary to, declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:


 


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


 


(b)any
Loan Party may make Restricted Payments to, or issue or sell any Equity Interests to, or accept any capital contribution from, any other
Loan Party;


 


(c)the
Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other
common Equity Interests of such Person;


 


(d)the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Qualified Equity Interests with the proceeds received from
the substantially concurrent issue of new Qualified Equity Interests;


 


(e)the
Borrower may repurchase its Equity Interests from current or former directors, officers or employees of the Borrower or any of its Subsidiaries,
their estates, spouses or former spouses or make payments to such persons upon termination of employment or directorship, in connection
with stock options, stock appreciation rights or other equity or equity-based incentives pursuant to incentive plans or in connection
with the death or disability of such persons in an aggregate amount not to exceed $5,000,000 in any fiscal year;


 


(f)the
Borrower may repurchase, cancel or withhold Equity Interests to the extent (i) such repurchase is deemed to occur upon or in connection
with the exercise or vesting of any options, warrants or other equity awards and (ii) such Equity Interests (A) represent a portion of
the purchase price of such options, warrants or other equity awards or (B) are repurchased, cancelled or withheld to facilitate
the satisfaction of any tax liabilities incurred upon or in connection with the exercise or vesting of any options, warrants or other
equity awards;


 


(g)the
Borrower may make cash payments in lieu of issuing fractional or “odd lot” Equity Interests in connection with acquisitions;


 






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(h)the
payment of any dividend within 60 days after the date of declaration thereof, so long as (A) at the time of payment, no Event of Default
exists and (B) at the time of declaration of such dividend, such dividend could have been made pursuant to clause (i) below; and


 


(i)in
addition to the foregoing Restricted Payments, the Borrower and each Subsidiary may make additional Restricted Payments so long as no
Default or Event of Default shall have occurred and be continuing or would result therefrom and the Borrower shall be in compliance,
on a Pro Forma Basis, with the financial covenants set forth in Section 7.07.


 


7.06  
Change in Nature of Business. Engage in any material line of business substantially different from those lines of business
conducted by the Borrower and its Subsidiaries on the Amendment and Restatement Effective Date or any business substantially related,
incidental or complementary thereto (as determined in good faith by the Borrower).


 


7.07  
Financial Covenants.


 


(a)  
Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter
of the Borrower to be less than 4.00:1.00.


 


(b)  
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower
to be greater than 4.25:1.00; provided that, if the Borrower or one or more of its Subsidiaries consummates a Material Acquisition,
the Borrower may elect, by written notice delivered to the Administrative Agent within thirty (30) days following the consummation of
such Material Acquisition (a “Leverage Increase Election”), to increase the maximum permitted Consolidated Leverage
Ratio to 4.50 to 1.00 in respect of the two (2) fiscal quarters ended immediately following the consummation of such Material Acquisition
(including the fiscal quarter in which such Material Acquisition occurs) (the period during which any such increase in the maximum permitted
Consolidated Leverage Ratio shall be in effect being called a “Leverage Increase Period”). For the avoidance of doubt,
a Leverage Increase Election made after the end of a fiscal quarter, but within thirty (30) days following the consummation during such
fiscal quarter of a Material Acquisition, will have retroactive effect as of the end of such fiscal quarter and, so long as the maximum
permitted Consolidated Leverage Ratio in effect following such Leverage Increase Election is not exceeded, will not result in the occurrence
of a Default or Event of Default under this Section as of the end of such fiscal quarter. There may be no more than two Leverage Increase
Periods during the term of the Facilities hereunder.


 


ARTICLE
VIII

EVENTS OF DEFAULT AND REMEDIES


 


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


 


(a)  Non-Payment.
The Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of principal of any Loan or
any L/C Obligation, or (ii) pay within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation
or any fee due hereunder, or (iii) pay any other amount payable hereunder or under any other Loan Document within five Business Days
after (x) written request therefor or


 






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(y) in the case of reimbursement of expenses, receipt of invoice therefor, or (iv) deposit any
funds as Cash Collateral in respect of L/C Obligations when required; or


 


(b)  Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05(a)
(with respect to the legal existence of the Borrower only), 6.11, 6.12, or Article VII; or


 


(c)  Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or
(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after
notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders; or


 


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


 


(e)  Cross-Default.
(i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such payment is not made within any applicable grace period in respect of any Indebtedness (other
than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount of more than the Threshold Amount,
or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause,
or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving
effect to any applicable grace period, with the giving of notice if required, such Indebtedness to be demanded or to become due or to
be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, provided that this clause (i)(B) shall not apply to secured Indebtedness
of a Loan Party or a Subsidiary that becomes due upon the sale or transfer by such Loan Party or Subsidiary of the property or assets
securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness,
or unsecured Indebtedness of a Loan Party or a Subsidiary that does not become due but contains an obligation to offer to purchase such
Indebtedness following an asset sale in the event the proceeds of such sale are not reinvested in the business or used to repay a category
of Indebtedness that includes the Loans (it being understood that this clause (i)(B) shall apply if such offer to purchase is actually
made or required to be made); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party
or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party
or such Subsidiary as a result thereof is greater than the Threshold Amount; or


 


(f)  Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary (other than an Immaterial Subsidiary) thereof institutes or consents to the institution
of any proceeding under


 






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


 


(g)  Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days
after its issue or levy; or


 


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


 


(i)  ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan
in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or


 


(j)  Invalidity
of Loan Documents. 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 the Obligations (other than any Unmatured Surviving
Obligations), ceases to be in full force and effect; or any Loan Party or any Subsidiary of any Loan Party contests in writing the validity
or enforceability of any material provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability
or obligation under any material provision of any Loan Document, or purports to revoke, terminate or rescind any material provision of
any Loan Document; or


 


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


 



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


 


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


 


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


 


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


 


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


 


provided, however,
that if an Event of Default described in Section 8.01(f) occurs with respect to the Borrower, the obligation of each Lender to
make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount
of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation
of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further
act of the Administrative Agent or any Lender.


 


8.03  
Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically
become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in
the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections
2.15 and 2.16, be applied by the Administrative Agent in the following order:


 


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


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described
in this clause Second payable to them;


 


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


 



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


 


Fifth,
to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections
2.03 and 2.15; and


 


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


 


Subject to Section 2.03(e) and
Section 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,
if any, in the order set forth above, and thereafter applied as provided in clause “Last” above.


 


ARTICLE
IX

ADMINISTRATIVE AGENT


 


9.01  
Appointment and Authority.


 


(a)Each of the
Lenders and the L/C Issuer hereby irrevocably appoints JPMCB to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
Without limiting the foregoing, each Lender and the L/C Issuer 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. The provisions of this Article are solely for the
benefit of the Administrative Agent, the Lenders and the L/C Issuer, and solely in the case of Sections 9.06 and 9.10,
the Borrower and the other Loan Parties, and the Borrower shall not have rights as a third party beneficiary of any of such provisions
other than Sections 9.06 and 9.10.


 


(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 L/C Issuer; 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 L/C Issuer with respect to such action or
(ii) is contrary to this Agreement or any other






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


 


(ii)    
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.


 


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


 



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9.03  
Administrative Agent’s Reliance, Limitation of Liability, Etc..


 


(a)Neither the
Administrative Agent nor any of its Related Parties shall be (i) liable to any Lender for any action taken or omitted to be taken by
such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents
(x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary,
or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents)
or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a
court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any
other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document (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
6.03 unless and until written notice thereof stating that it is a “notice under Section 6.03” 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 L/C Issuer. 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, or (v) the satisfaction of any condition set forth
in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such
items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters
described therein being acceptable or satisfactory to the Administrative Agent.


 


(c)Without limiting
the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been
assigned in accordance with Section 10.06, (ii) may rely on the Register to the extent set forth in Section 10.06(c), (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 L/C Issuer and shall not be responsible to any Lender
or L/C Issuer 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







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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 L/C Issuer, may presume that such condition is satisfactory to such Lender or L/C Issuer unless the Administrative Agent shall have
received notice to the contrary from such Lender or L/C Issuer 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).


 


9.04  
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 L/C
Issuer 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 Amendment and Restatement 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 L/C Issuer 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 L/C Issuer 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 LEAD ARRANGER, ANY CO-DOCUMENTATION AGENT, OR ANY
OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY
LENDER, THE L/C ISSUER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL,






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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, EXCEPT TO THE EXTENT THAT SUCH
LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NONAPPEALABLE JUDGMENT
TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH APPLICABLE PARTY.


 


“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 L/C Issuer by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


(d)Each Lender
and the L/C Issuer 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 L/C Issuer 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 L/C Issuer’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 L/C Issuer 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 L/C Issuer to give any notice or other communication pursuant
to any Loan Document in any other manner specified in such Loan Document.


 


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


 


9.06  
Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders,
the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint
a successor, which shall be a


 






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bank
with an office in the United States or an Affiliate of any such bank with an office in the United States and which shall, unless an Event
of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing at such time, be reasonably acceptable to the
Borrower (which acceptance shall not be unreasonably delayed). If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting
the qualifications (including such acceptance by the Borrower) set forth above; provided that if the Administrative Agent shall
notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be
made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time
as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while the retiring Administrative Agent was acting as Administrative Agent.


 


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


 


9.07  
Non-Reliance on Administrative Agent and Other Lenders.


 


(a)  
Each Lender and the L/C Issuer 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 to the L/C Issuer, 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 L/C Issuer agrees not to assert a claim in contravention
of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any Co-Documentation
Agent or any other Lender or the L/C Issuer, or any of their respective 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


 






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decision
to enter into this Agreement as a Lender or the L/C Issuer, 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 L/C Issuer, 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 L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative
Agent, any Lead Arranger, any Co-Documentation Agent, or any other Lender or the L/C Issuer, or any of their respective Related Parties
of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning
of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.


 


(b)  
Each Lender, by delivering its signature page to this Agreement on the Amendment and Restatement 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 Amendment and Restatement Effective Date.


 


(c)  
Certain Payments.


 


(i)    
Each Lender and the L/C Issuer hereby agrees that (x) if the Administrative Agent notifies such Lender or L/C Issuer that the
Administrative Agent has determined in its sole discretion that any funds received by such Lender or L/C Issuer 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 or L/C Issuer (whether or not known to
such Lender or L/C Issuer), and demands the return of such Payment (or a portion thereof), such Lender or L/C Issuer shall promptly,
but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion
thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including
the date such Payment (or portion thereof) was received by such Lender or L/C Issuer 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 or L/C Issuer 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
or the L/C Issuer under this Section 9.07(c) shall be conclusive, absent manifest error.


 


(ii)    
Each Lender and the L/C Issuer 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


 






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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
and the L/C Issuer 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 or L/C Issuer shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative
Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any
such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of
each day from and including the date such Payment (or portion thereof) was received by such Lender or L/C Issuer to the date such amount
is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect.


 


(iii)    
The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender or L/C Issuer that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated
to all the rights of such Lender or L/C Issuer with respect to such amount to the maximum extent permitted by law and (y) an erroneous
Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided
that this clause (iii) shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or
accelerating the due date for), the Obligations of the Loan Parties relative to the amount (and/or timing for payment) of the Obligations
that would have been payable had such erroneous Payment not been made by the Administrative Agent; provided, further, that
for the avoidance of doubt, the foregoing clauses (x) and (y) shall not apply to the extent any such Payment is, and solely with respect
to the amount of such Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party
for the purpose of making such Payment.


 


(iv)    
Each party’s obligations under this Section 9.07(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 or the L/C Issuer, the termination of the Commitments
or the repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


9.08  
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Lead Arrangers or Co-Documentation Agents
listed on the cover page hereof shall have no powers, duties or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.


 


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


 



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(a)to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04)
allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the
L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent
under Sections 2.09 and 10.04.


 


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


 


9.10  
Guaranty Matters.


 


(a)  If
any Guarantor ceases to be a Subsidiary as a result of a transaction permitted hereunder, such Guarantor shall be automatically released
from its obligations under the Guaranty pursuant to this Section 9.10. Upon such automatic release and at the Administrative Agent’s
reasonable written request, the Borrower shall deliver to the Administrative Agent an officer’s certificate certifying that such
Guarantor has ceased to be a Subsidiary.


 


(b)  If
any Guarantor ceases to be a Material Domestic Subsidiary, the Borrower may give written notice thereof to the Administrative Agent requesting
the release of such Guarantor from the Guaranty. Such request shall be accompanied by (i) an officer’s certificate certifying that
such Guarantor has ceased to be a Material Domestic Subsidiary and (ii) information reasonably satisfactory to the Administrative Agent
to evidence that such Guarantor is not a Material Domestic Subsidiary. The Lenders and the L/C Issuers irrevocably authorize the Administrative
Agent to release any such Guarantor from its obligations under the Guaranty and the other Loan Documents.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case specified in this Section
9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents
as such Loan Party may reasonably request to evidence the release of such Guarantor 



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from its obligations under the Guaranty and the other
Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10.


 


9.11  
Withholding Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from any payment
to any Lender (which shall, for purposes of this Section 9.11, include any L/C Issuer) an amount equivalent to any applicable
withholding tax. Without limiting or expanding the provisions of Section 3.01, each Lender shall, and does hereby, indemnify the
Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any
and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative
Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure
of the Administrative Agent to properly withhold tax from amounts paid to or for the account of such Lender for any reason (including,
without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify
the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective).
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 this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.11.
The agreements in this Section 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment
of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all
other Obligations.


 


9.12  
Certain ERISA Matters(a).


 


(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, the Lead Arrangers 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 



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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, the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that none of the Administrative Agent, the Lead Arrangers, the Co-Documentation Agents or any of their respective
Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any
rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 


(c)  Each
of the Administrative Agent, the Lead Arrangers and the Co-Documentation Agents hereby informs the Lenders that each such Person is not
undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated
hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof
(i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, 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, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or
fees similar to the foregoing.


 


ARTICLE
X

MISCELLANEOUS


 


10.01  
Amendments, Etc. Subject to Section 3.03(b), (c) and (e), no amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall
be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders)
and the 



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Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


 


(a)(i)
extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the
written consent of such Lender (it being understood that a waiver of any condition precedent in Section 4.01 or 4.02, or
the waiver of any Default or Event of Default or any mandatory prepayment, shall not constitute an extension or increase of any Commitment)
or (ii) extend the final expiration of any Letter of Credit beyond the Maturity Date without the written consent of each Lender directly
affected thereby;


 


(b)postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of
each Lender entitled to such payment;


 


(c)reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso
to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent
of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary
(i) to waive the application of Section 2.08(b) or the last sentence of Section 2.03(i), (ii) to amend any financial covenant
hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan
or L/C Borrowing or to reduce any fee payable hereunder, or (iii) to waive any obligation of the Borrower to pay interest, commitment
fees or Letter of Credit Fees at the highest grid rate upon the occurrence and continuance of any Event of Default;


 


(d)change
(i) Section 8.03 without the written consent of each Lender directly affected thereby or (ii) Section 2.12(a) or Section
2.13 in a manner that would alter the pro rata sharing of payments required thereby, or any change to the definition of “Applicable
Percentage” or “Applicable Revolving Credit Percentage” that would alter such pro rata sharing of payments, without
the written consent of each Lender directly affected thereby;


 


(e)change
(i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant
any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(e)), without the written consent
of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required Tranche Term Lenders” without
the written consent of each Lender under the applicable Facility;


 


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


 


(g)   release
all or substantially all of the value of the Guarantors (measured by value of the Guarantors, not by number) from the Guaranty, without
the written consent of each Lender, 



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except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section
9.10 (in which case such release may be made by the Administrative Agent acting alone); or


 


(h)  impose
any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the
written consent of (i) if such Facility is a Class of Term Loans, the Required Tranche Term Lenders with respect to such Class and (ii)
if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;


 


and provided, further, that without
limiting any requirement that the same be signed or executed by the Borrower or any other applicable Loan Party, as the case may be,
(i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or
to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition
to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document,
(iii) the Fee Letter and the Agency Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only
by the respective parties thereto and (iv) any waiver, amendment or modification of any Loan Document that by its terms affects the rights
or duties under such Loan Document of the Lenders under a Facility (but not the Lenders under any other Facility) may be effected by
an agreement or agreements in writing entered into solely by the Borrower and if such affected Facility is (x) a Class of Term Loans,
the Required Tranche Term Lenders with respect to such Class and (y) the Revolving Credit Facility, the Required Revolving Lenders. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be
effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting
Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders
shall require the consent of such Defaulting Lender.


 


Notwithstanding the
foregoing, any amendment or waiver of any representation or warranty set forth in Article V or any existing Default or Event of
Default, in each case, in connection with the satisfaction of the conditions set forth in Section 4.02 for any Credit Extension
with respect to a Facility after the Amendment and Restatement Effective Date shall be ineffective with respect to the satisfaction of
such conditions without the written consent of the Required Revolving Lenders or the Required Tranche Term Lenders, as the context may
require (it being understood that an amendment or waiver of any representation or warranty for which the condition set forth in Section
4.02(a) is met at the time of such amendment or waiver (without giving effect to such amendment or waiver), or any amendment or waiver
of any covenant under which no Default or Event of Default exists at the time of such amendment or waiver (without giving effect to such
amendment or waiver), shall not require the separate written consent of the Required Revolving Lenders or the Required Tranche Term Lenders,
as the context may require as a condition to the satisfaction of the conditions set forth in Section 4.02; provided that
any waiver for the purpose of waiving a condition to borrowing shall require the consent of the Required Revolving Lenders or the Required
Tranche Term Lenders, as the context may require).


 



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Notwithstanding anything
herein to the contrary, the Borrower and the Administrative Agent may, without the input or consent of any other Lender, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent
to effect the provisions of Section 2.14, 2.18 and 2.19.


 


If any Lender does
not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender
(or all of the Lenders under any Facility) and that has been approved by the Required Lenders (or the Required Revolving Lenders or the
Required Tranche Term Lenders, as the case may be), the Borrower may replace such non-consenting Lender in accordance with Section
10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated
by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).


 


Notwithstanding the
foregoing, 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, so long as such
amendment, modification, or supplement is not adverse to the interests of any Lender or L/C Issuer.


 


10.02  
Notices; Effectiveness; Electronic Communications.


 


(a)  
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices
and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as
follows:


 


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


 


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


 


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 telecopier 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 subsection (b) below shall be effective as provided in such subsection (b).


 



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(b)  
Electronic Communications. Notices and other communications to the Borrower, any Loan Party, the Lenders and the L/C Issuer
hereunder may be delivered or furnished by Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender
or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article
by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications.


 


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


 


(c)  
[Reserved].


 


(d)  
Change of Address, Etc. Each of the Borrower, the Administrative Agent and the L/C Issuer may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change
its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative
Agent and the L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative
Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire instructions for such Lender.


 


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


 


10.03  
No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other 



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or
further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


 


10.04  
Expenses; Indemnity; Limitation of Liability, Etc. 


 


(a)  
Costs and Expenses. The Borrower shall pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred
by the Administrative Agent and the Lead Arrangers and their respective Affiliates (including the reasonable and documented fees, charges
and disbursements of one counsel (together with one local counsel, if necessary, in each relevant jurisdiction for the Lead Arrangers
and the Administrative Agent)), in connection with the syndication of the Facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including
proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable
and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer and their respective Affiliates
(including, without limitation, the reasonable fees and disbursements of one counsel (together with one local counsel, if necessary,
in each relevant jurisdiction and another counsel if an actual conflict of interest exists among the Administrative Agent, the L/C Issuer,
the Lenders and their respective Affiliates) for the Administrative Agent, the Lenders, the L/C Issuer and their respective Affiliates
taken together), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 


(b)  
Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the
Lead Arrangers, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called
an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related reasonable and
documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees and disbursements of one
counsel (together with one local counsel, if necessary, in each relevant jurisdiction) for all Indemnitees taken as a whole; provided
that if there is a conflict of interest, the Borrower shall so indemnify for expenses of one additional counsel to the affected Indemnitees
taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan
Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document
or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative
Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii)
any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a
demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit) or (iii) any actual or prospective Proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory, whether brought by a third party or by the 



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Borrower or any other Loan Party or any of the Borrower’s
or such Loan Party’s directors, shareholders or creditors, 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 (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee (and, upon any such determination pursuant to this clause (x), any indemnification payments with respect
to such Liabilities or related expenses previously received by such Indemnitee shall be subject to reimbursement by such Indemnitee),
(y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s
obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment
in its favor on such claim as determined by a court of competent jurisdiction or (z) result from claims of any of the Indemnitees against
any other Indemnitee (and not by one or more Indemnitees against the Administrative Agent, the Lead Arrangers or the L/C Issuer in such
capacity) that have not resulted from the action, inaction, participation or contribution of the Borrower or its Subsidiaries or any
of their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors.


 


(c)  
Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required
under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C
Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),
the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified Liabilities or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any
such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent) or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c)
are subject to the provisions of Section 2.12(d).


 


(d)  
Limitation of Liability, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each
party hereto hereby waives, any claim against any other party hereto or against any Lender-Related Person, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with,
or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this sentence shall affect
the Borrower’s indemnity and reimbursement obligations pursuant to Section 10.04(c). No Lender-Related Person shall be liable
for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such
Lender-Related Person as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 


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


 



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


 


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


 


10.06  
Successors and Assigns.


 


(a)  
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder (other than pursuant to Section 7.03) without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee
in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section
10.06(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement.


 


(b)  
Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b),
participations in L/C Obligations) at the time owing to it); provided that except in the case of an assignment to a Lender, an
Affiliate of the assigning Lender or the Borrower in connection with acquisitions or repurchases of Term Loans by the Borrower pursuant
to Discounted Prepayment Offers under Section 2.17, any such assignment shall be subject to the following conditions:


 


(i)    
Minimum Amounts. (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment
under any Facility and the Loans at the time 



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owing to it under any Facility or in the case of an assignment to a Lender or an Affiliate
of a Lender, no minimum amount need be assigned; and


 


(B)   
in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of
the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000, unless (x) such assignment is in connection with the primary syndication of the Facilities hereunder
or (y) each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a), Section 8.01(f) (with
respect to the Borrower) or Section 8.01(g)(i) (with respect to the Borrower) has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments
to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an
Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such
minimum amount has been met;


 


(ii)    
Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause
(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro
rata basis;


 


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


 


(A)the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under
Section 8.01(a), Section 8.01(f) (with respect to the Borrower) or Section 8.01(g)(i) (with respect to the Borrower)
has occurred and is continuing at the time of such assignment, (2) such assignment is to a Lender, an Affiliate of a Lender, an Approved
Fund, JPMCB or an Affiliate of JPMCB or (3) such assignment is in connection with the primary syndication of the Facilities hereunder;
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 fifteen (15) Business Days after having received notice thereof;


 


(B)the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect
of (1) any Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in
respect of the applicable Facility, an Affiliate of such Lender, an Approved Fund with respect to such Lender, JPMCB or an Affiliate
of JPMCB or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender, an Approved Fund, JPMCB or an Affiliate of
JPMCB; and


 



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


 


(iv)    
Assignment and Assumption.


 


(A)   
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, in either case, together with
a processing and recordation fee of $3,500;


 


(B)   
The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;


 


(v)    
No Assignment to Borrower. No such assignment shall be made to (A) the Borrower or any of its Subsidiaries, or any of the
Borrower’s Affiliates other than Morgan Stanley and its Affiliates, excluding the Borrower and its Subsidiaries, or (B) to any
Defaulting Lender; and


 


(vi)    
No Assignment to Natural Persons. No such assignment shall be made to a natural person.


 


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


 


Subject to acceptance
and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of 



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an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.
Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this Section 10.06(b) 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 Section 10.06(d).


 


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


 


Upon its receipt of
a duly completed Assignment and Assumption executed by the assigning Lender and an 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 the parties to the Assignment and Assumption are participants, together with any Note or Notes subject to such assignment, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), any applicable tax forms and any written
consent to such assignment required by paragraph (b) of this Section 10.06, the Administrative Agent shall accept such Assignment
and Assumption and record the information contained therein in the Register.


 


(d)  
Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent
or the L/C Issuer, sell participations to any Person (other than a natural person, a Defaulting Lender, or the Borrower or any of its
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations)
owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section
10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein,




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including the requirement to provide any applicable forms under Section 3.01) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to Section 10.06(b) (provided that any documentation required to be delivered pursuant
to Section 3.01(e) shall be delivered solely to the participating Lender). To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to
be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation with respect to a Commitment or
Loan to the Borrower 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 related interest amounts) of each Participant’s
interest in the Commitment and/or Loan (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments,
loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, absent manifest error, and such
Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary.


 


(e)  
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section
3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation
sold to such Participant, except to the extent such entitlement to a greater payment results from a Change in Law after the Participant
acquired such participation.


 


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


 


(g)  
Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB
assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), JPMCB may, upon 30 days’
notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall
be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of JPMCB as L/C Issuer. If JPMCB resigns as L/C Issuer, it shall
retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(e)). Upon the appointment
of a successor L/C Issuer, (a) such successor L/C Issuer shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring L/C Issuer and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters
of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively
assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.


 



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10.07  
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees
to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a confidential
and need-to-know basis to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents,
advisors and representatives who need to know such information in connection with the transactions contemplated hereby (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and will be subject
to customary confidentiality obligations of professional practice or will agree (which agreement may be oral or pursuant to company policy)
to be bound by the terms of this Section 10.07 (or language substantially similar to this Section 10.07), (b) to
the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such
as the National Association of Insurance Commissioners) (in which case such Person, to the extent permitted by law and except where such
disclosure is made in the course of routine audits or reviews by regulatory or self-regulatory authorities, shall inform the Borrower
promptly) or to any Federal Reserve Bank or central bank in connection with a pledge or assignment pursuant to Section 10.06(f),
(c) to the extent required pursuant to the order of any court or administrative agency or in any pending legal or administrative
proceeding, or by applicable laws (including for purposes of establishing a “due diligence” defense) or regulations or by
any subpoena or similar legal process (in which case such Person, to the extent permitted by law, shall inform the Borrower promptly),
(d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f)
subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any permitted
assignee of or Participant in, or any prospective permitted assignee of or Participant in, any of its rights or obligations under this
Agreement, any Additional Commitment Lender or any potential Additional Commitment Lender, any New Revolving Credit Lender or any potential
New Revolving Credit Lender, any Refinancing Term Lender or any potential Refinancing Term Lender or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, (ii) becomes
available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a basis that to its knowledge
is nonconfidential from a source other than the Borrower or (iii) is independently developed by such Person. In addition, the Administrative
Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry and service providers to the agents and the Lenders in connection with the administration of
this Agreement, the other Loan Documents and the Commitments; provided that such disclosure shall in no event include information
beyond the scope of information publicly filed with the SEC without the consent of the Borrower.


 


For purposes of this
Section, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any
Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative
Agent, any Lender or the L/C Issuer on a basis that to its knowledge is nonconfidential prior to disclosure by any Loan Party or any
Subsidiary thereof, provided that, in the case of information received from a Loan Party or any such Subsidiary after the Amendment
and Restatement Effective Date, such information is clearly identified at the time of delivery as confidential or is delivered pursuant
to Section 6.01, 6.02 or 6.03 hereof. 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 



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same degree of care
to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


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


 


10.08  
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of
their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law,
to setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time
held and other obligations (in whatever currency) at any time owing by such Lender, each L/C Issuer 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 owing under this Agreement or any other
Loan Document to such Lender, such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer
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 or office or Affiliate of such Lender or the L/C Issuer different from the branch
or 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 2.16 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 L/C Issuer and the Lenders,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, each
L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity
of such setoff and application.


 


10.09  
Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the
“Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, 



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refunded to the Borrower.
In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense,
fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


10.10  
Counterparts; Integration; Effectiveness.


 


(a)  
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.


 


(b)  
Electronic Execution. 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 10.02), 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 and to the
maximum extent permitted by applicable law, the Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without
limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative
Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document
and/or any Ancillary Document shall have the same legal effect, 



    133 


     


    

validity and enforceability as any paper original, (ii) the Administrative
Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary
Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and
shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest
the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on
the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including
with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely
from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising
as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution,
delivery or transmission of any Electronic Signature.


 


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


 


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


 


10.13  
Replacement of Lenders. If any Lender requests compensation under Section 3.04 or delivers a notice described in
Section 3.02, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder
that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations
under this Agreement and the related Loan Documents (or, in the case of a consent which requires the consent of all Lenders under a particular




    134 


     


    

Facility, all of its interests, rights and obligations under such Facility) to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


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


 


(b)such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Disbursements,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts) (or, in the case of a consent which requires the consent of all Lenders under a particular
Facility, such amounts solely with respect to such Facility);


 


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


 


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


 


A Lender shall not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.


 


Any Lender being replaced
pursuant to this Section 10.13 shall promptly (i) execute and deliver an Assignment and Assumption with respect to such Lender’s
Commitment and outstanding Loans and participations in L/C Obligations, and (ii) deliver any Notes evidencing such Loans to the Borrower
or Administrative Agent.


 


10.14  
Governing Law; Jurisdiction; Etc. 


 


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


 


(b)  
SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
SITTING IN NEW YORK COUNTY, 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 TO WHICH IT IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT, TO THE FULLEST EXTENT 



    135 


     


    

PERMITTED BY APPLICABLE LAW, 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 ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OTHER PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


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


 


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


 


10.15  
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 


10.16  
No Advisory or Fiduciary Responsibility.


 


(a)  
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or
other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’
understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lead
Arrangers are arm’s-length commercial transactions between the Borrower and its Subsidiaries, on the one hand, and the Administrative
Agent and the Lead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks




    136 


     


    

and conditions of the transactions contemplated hereby and by the other Loan Documents; and (ii) (A) each of the Administrative Agent
and each Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other
Person and (B) neither the Administrative Agent nor any Lead Arranger has any obligation to the Borrower or any of its Subsidiaries with
respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents.
The Borrower agrees that it will not assert any claim against the Administrative Agent, any Lead Arranger, any Lender or the L/C Issuer
based on an alleged breach of fiduciary duty by Administrative Agent, any Lead Arranger, any Lender or the L/C Issuer in connection with
this Agreement and the transactions contemplated hereby.


 


(b)  
The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender 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 Lender Party may provide investment
banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt
and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with
which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by
any Lender 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 Lender 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 may have conflicting interests regarding the transactions described herein and otherwise.
No Lender 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 Lender Party of services for other companies,
and no Lender Party will furnish any such information to other companies. The Borrower also acknowledges that no Lender Party has any
obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential
information obtained from other companies.


 


10.17  
USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify
and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the
USA Patriot Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation
and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.


 



    137 


     


    




10.18  
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.


 


10.19  
Acknowledgement Regarding Any Supported QFCs.


 


(a)  
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).


 


(b)  
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 



    138 


     


    

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.


 


[Signature Pages
Follow]


 




    139 


     


    

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


 


	 	MSCI INC., as Borrower
	 	 	 	 
	 	By:	/s/ Andrew C. Wiechmann	 
	 	 	Name: Andrew C. Wiechmann	 
	 	 	Title: Chief Financial Officer 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 








 


 


[Signature
Page to Amended and Restated Credit Agreement] 




     


     


    




	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent and L/C Issuer
	 	 	 	 
	 	By:	 /s/ Jennifer M. Dunneback	 
	 	 	Name: Jennifer M. Dunneback	 
	 	 	Title: Executive Director 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 





 


 


 


[Signature
Page to Amended and Restated Credit Agreement] 




     


     


    




 


 


 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as Revolving Credit Lender
	 	 	 	 
	 	By:	 /s/ Jennifer M. Dunneback	 
	 	 	Name: Jennifer M. Dunneback	 
	 	 	Title: Executive Director 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 








[Signature
Page to Amended and Restated Credit Agreement] 




     


     


    




 



	 	Bank of America, N.A.
	 	___________________________,
	 	as a Revolving Credit Lender (print name of institution)
	 	 	 	 
	 	By:	/s/ Maryanne Fitzmaurice	 
	 	 	Name: Maryanne Fitzmaurice	 
	 	 	Title: Director 	 
	 	 	 	 



 





[Signature
Page to MSCI Amended and Restated Credit Agreement] 




     


     


    




 


	 	Goldman Sachs Bank USA, as a Revolving Credit Lender
	 	 	 	 
	 	By:	/s/ Dan Martis	 
	 	 	Name: Dan Martis	 
	 	 	Title: Authorized Signatory	 
	 	 	 	 
	 	 	 	 
	 	 	 	 





 


 


 


[Signature
Page to MSCI Amended and Restated Credit Agreement] 




     


     


    

 


 


	 	Citibank, N.A.,
	 	as a Revolving Credit Lender
	 	 	 	 
	 	By:	/s/ Ciaran Small	 
	 	 	Name: Ciaran Small	 
	 	 	Title: Vice President	 
	 	 	 	 



 





 


[Signature
Page to MSCI Amended and Restated Credit Agreement] 




     


     


    

 


 


	 	Citizens Bank, N.A., as a Revolving Credit Lender
	 	 	 	 
	 	By:	/s/ Angela Reilly	 
	 	 	Name: Angela Reilly	 
	 	 	Title: Vice President	 



 






 


[Signature
Page to MSCI Amended and Restated Credit Agreement] 






     


     


    

 


	 	TD Bank, N.A.,

                    as a Revolving Credit Lender

	 	 	 	 
	 	By:	/s/ Steve Levi	 
	 	 	Name: Steve Levi	 
	 	 	Title: Senior Vice President	 









 


[Signature
Page to MSCI Amended and Restated Credit Agreement] 






     


     


    

 



 


 


 


	 	MORGAN STANLEY BANK, N.A., as a Revolving 

                    Credit Lender

	 	 	 	 
	 	By:	/s/ Michael King	 
	 	 	Name: Michael King	 
	 	 	Title: Authorized Signatory	 






 


[Signature
Page to MSCI Amended and Restated Credit Agreement] 






     


     


    

 



 





	 	MUFG Bank, Ltd.,

                    as a Revolving Credit Lender

	 	 	 	 
	 	By:	/s/ Rajiv Ranjan	 
	 	 	Name: Rajiv Ranjan	 
	 	 	Title: Director	 






 


[Signature
Page to MSCI Amended and Restated Credit Agreement] 






     


     


    

 



 





	 	JPMORGAN CHASE BANK, N.A.,

                    as Tranche A Term Lender

	 	 	 	 
	 	By:	/s/ Jennifer M. Dunneback	 
	 	 	Name: Jennifer M. Dunneback	 
	 	 	Title: Executive Director	 






 


[Signature
Page to Amended and Restated Credit Agreement] 






     


     


    

 



 





	 	Bank of America, N.A.
	 	___________________________,
	 	as Tranche A Term Lender
	 	 	 	 
	 	By:	/s/ Maryanne Fitzmaurice	 
	 	 	Name: Maryanne Fitzmaurice	 
	 	 	Title: Director 	 
	 	 	 	 


 






[Signature
Page to MSCI Amended and Restated Credit Agreement] 






     


     


    

 



	 	Citizens Bank, N.A., as Tranche A Term Lender
	 	 	 	 
	 	By:	/s/ Angela Reilly	 
	 	 	Name: Angela Reilly	 
	 	 	Title: Vice President	 


 


 






[Signature
Page to MSCI Amended and Restated Credit Agreement] 






     


     


    

 









	 	TD Bank, N.A.,

                    as Tranche A Term Lender

	 	 	 	 
	 	By:	/s/ Steve Levi	 
	 	 	Name: Steve Levi	 
	 	 	Title: Senior Vice President	 


 










[Signature
Page to MSCI Amended and Restated Credit Agreement] 






     


     


    

 






	 	Fifth Third Bank, National Association

                    as a Revolving Credit Lender

	 	 	 	 
	 	By:	/s/ Sam Schuessler	 
	 	 	Name: Sam Schuessler	 
	 	 	Title: Associate	 


 


 


	 	Fifth Third Bank, National Association

                    as Tranche A Term Lender

	 	 	 	 
	 	By:	/s/ Sam Schuessler	 
	 	 	Name: Sam Schuessler	 
	 	 	Title: Associate	 





 





 


 
















[Signature
Page to Amended and Restated Credit Agreement] 






     


     


    

 


SCHEDULE 2.01A


 


COMMITMENTS AND APPLICABLE PERCENTAGES


 


Revolving Credit Commitments


 


	

Lender	

Revolving Credit Commitment	Applicable 

Percentage
	JPMorgan Chase Bank, N.A.	$90,000,000.00	18.00%
	Bank of America, N.A	$70,000,000.00	14.00%
	Goldman Sachs Bank USA	$70,000,000.00	14.00%
	Citibank, N.A.	$49,000,000.00	9.80%
	Citizens Bank, N.A. 	$47,000,000.00	9.40%
	Fifth Third Bank, National Association	$47,000,000.00	9.40%
	TD Bank, N.A.	$47,000,000.00	9.40%
	Morgan Stanley Bank, N.A.	$40,000,000.00	8.00%
	MUFG Bank, Ltd.	$40,000,000.00	8.00%
	 	 	 
	Total:	$500,000,000	100.00%


 


Tranche A Term Loan Commitments


 


	

Lender	

Tranche A Term Loan Commitment	Applicable 

Percentage
	JPMorgan Chase Bank, N.A.	$95,000,000.00	27.14%
	Bank of America, N.A	$90,000,000.00	25.71%
	Citizens Bank, N.A. 	$65,000,000.00	18.57%
	TD Bank, N.A.	$65,000,000.00	18.57%
	Fifth Third Bank, National Association	$35,000,000.00	10.00%
	Total:	$350,000,000	100.00%




     


     


    




EXHIBIT A


 


FORM OF COMMITTED LOAN NOTICE


 


Date: ___________, 20[ ]


 


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


 


Ladies and Gentlemen:


 


Reference is made to that certain
Amended and Restated Credit Agreement, dated as of June 9, 2022 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among
MSCI Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent and L/C Issuer.


 


The undersigned hereby requests (select one):


 


☐       A Borrowing
of [Revolving Credit][Tranche A Term] Loans


 


☐       A conversion
or continuation of [Revolving Credit][Tranche A Term] Loans


 


	 	1.	On                                               (a Business Day)
	 	 	 
	 	2.	In the amount of $                            
	 	 	 


	 	3.	Comprised of	                                               
	 	 	 	[Type of Loan requested]
	 	 	 	 


	 	4.	For Term Benchmark Loans:  with an Interest Period of       months.
	 	 	 


 


 


[The Revolving Credit Borrowing
requested herein complies with the proviso to the first sentence of Section 2.01(b) of the Agreement.] 1


 


 


 






		1	Include this sentence in the case of a Revolving Credit Borrowing.





 




    A-140
Form of Committed Loan Notice


     


    

[The Borrower hereby represents
and warrants that the conditions specified in Sections 4.02(a), (b) and (c) of the Agreement shall be satisfied on
and as of the date of the applicable Credit Extension.]1


 


	 	MSCI INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


 





 






		1	This provision only applies to notices relating to a Borrowing of Loans and should be deleted in notices relating to a conversion
of Loans to other Type or a continuation of Term Benchmark Loans.


 



    A-141
Form of Committed Loan Notice


     


    

EXHIBIT B-1


 


FORM OF REVOLVING CREDIT NOTE


 


___________, 20[__]


 


FOR VALUE RECEIVED, the undersigned
(the “Borrower”) hereby promises to pay to _____________________ or registered assigns (the “Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of [          ]
Dollars ($[         ]) or such lesser aggregate principal amount of Revolving Credit Loans from
time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of June 9, 2022 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the
terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent and L/C Issuer.


 


The Borrower promises to pay
interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and
interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds, pursuant to
the terms of the Agreement.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to
be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the
per annum rate set forth in the Agreement.


 


This Revolving Credit Note is
one of the Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in
part subject to the terms and conditions provided therein.  This Revolving Credit Note is also entitled to the benefits of the
Guaranty.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts
then remaining unpaid on this Revolving Credit Note shall in certain circumstances become, or may be declared to be, immediately due and
payable all as provided in the Agreement.  Revolving Credit Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business.  The Lender may also attach schedules to this
Revolving Credit Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.


 


The Borrower, for itself, its
successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment
of this Revolving Credit Note.


 




    B-1-1



     


    

THIS REVOLVING CREDIT NOTE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


 





	 	MSCI INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    B-1-2



     


    

LOANS AND PAYMENTS WITH RESPECT THERETO


 


	Date	 	Type of Loan Made	 	Amount of Loan Made	 	End of Interest Period	 	Amount of Principal or Interest Paid This Date	 	Outstanding Principal Balance This Date	 	Notation
Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 




    B-1-3



     


    

EXHIBIT B-2


 


FORM OF TERM NOTE


 


______________, 20[__]


 


FOR VALUE RECEIVED, the undersigned
(the “Borrower”) hereby promises to pay to _____________________ or registered assigns (the “Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of its Tranche A Term Loan made by the
Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of June 9, 2022 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used
herein as therein defined), among the Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent and L/C Issuer.


 


The Borrower promises to pay
interest on the unpaid principal amount of the Tranche A Term Loan made by the Lender from the date of such Tranche A Term Loan until
such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments
of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available
funds, pursuant to the terms of the Agreement.  If any amount is not paid in full when due hereunder, such unpaid amount shall
bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Agreement.


 


This Term Note is one of the
Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein.  This Term Note is also entitled to the benefits of the Guaranty.  Upon the occurrence
and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note
shall in certain circumstances become, or may be declared to be, immediately due and payable all as provided in the Agreement.  The
Tranche A Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary
course of business.  The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity
of its Loan and payments with respect thereto.


 


The Borrower, for itself, its
successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment
of this Term Note.


 




    B-2-1



     


    

THIS TERM NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	 	MSCI INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







    B-2-2



     


    

LOANS AND PAYMENTS WITH RESPECT THERETO


 


 





	Date	 	Type of Loan Made	 	Amount of Loan Made	 	End of Interest Period	 	Amount of Principal or Interest Paid This Date	 	Outstanding Principal Balance This Date	 	Notation
Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    B-2-3



     


    

EXHIBIT C


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date:  ________, ____


 


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


 


Ladies and Gentlemen:


 


Reference is made to that certain
Amended and Restated Credit Agreement, dated as of June 9, 2022 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among
MSCI Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent and L/C Issuer.


 


The undersigned Responsible
Officer3 hereby certifies as of the date
hereof in his/her capacity as ___________________________________ of the Borrower and not in his/her personal capacity, that he/she is
authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:


 


[Use following paragraph 1 for fiscal year-end financial statements]


 


1.       The
Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year
of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required
by such section.


 


[Use following paragraph 1 for fiscal quarter-end financial
statements]


 


1.       The
Borrower has delivered the unaudited consolidated financial statements required by Section 6.01(b) of the Agreement for the fiscal
quarter of the Borrower ended as of the above date.  Such consolidated financial statements fairly present in all material respects
the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such
date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.


 


2.       The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision,
a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such
financial statements.


 





 






		1	This certificate should be from the chief executive officer, chief financial officer, principal accounting officer, treasurer or controller
of the Borrower.


 


 




    C-1



     


    

3.       A
review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view
to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and


 


[select one:]


 


[to the best knowledge of the
undersigned, no Default has occurred and is continuing.]


 


--or--


 


[to the best knowledge of the
undersigned, the following is a list of each such Default that has occurred and is continuing:]


 


4.       The
financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and
as of the date of this Certificate.


 


IN WITNESS WHEREOF, the
undersigned has executed this Certificate as
of          ,          .


 


 





	 	MSCI INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    C-2



     


    

For the Quarter/Year ended ___________________, ____(“Statement
Date”)


 


SCHEDULE 1
to the Compliance Certificate1
($ in 000’s)


 


	I.	Section 7.07(a) – Consolidated Interest Coverage Ratio.
	 	 	 	 	 
	 	A.	Consolidated EBITDA for the Measurement Period ending on above date (“Subject Period”):	 
	 	 	 	 	 
	 	 	1.	Consolidated Net Income for Subject Period:	$______
	 	 	 	 	 
	 	Plus the following items 2 through 12 to the extent deducted (and not added back) in calculating such Consolidated Net Income (without duplication)	 
	 	 	 	 	 
	 	 	2.	Consolidated Interest Charges2 for Subject Period:	$______
	 	 	 	 	 
	 	 	3.	Provision for Federal, state, local and foreign income taxes and for foreign withholding taxes payable for Subject Period:	$______
	 	 	 	 	 
	 	 	4.	Depreciation and amortization expense, including any amortization of intangibles, for Subject Period:	$______
	 	 	 	 	 
	 	 	5.	Non-cash charges (including non-cash charges related to employee benefit or other management or stock compensation plans or expense, but excluding write-offs, write-downs or reserves with respect to accounts receivable or inventory (which write-offs, write-downs or reserves shall not be added back under any clause of the definition of Consolidated EBITDA (other than Line I.A.14 below))) (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent, and excluding amortization of a prepaid cash item that was in a prior period) for Subject Period:	$______



 


 


 


 









		1	In the event of any inconsistency between this Exhibit and the Amended and Restated Credit Agreement
itself, the terms of the Amended and Restated Credit Agreement shall govern and control.



 


		2	For purposes of the determining the amount of Consolidated Interest Charges, interest expense shall
be determined after giving effect to any net payments made or received by the Borrower or any Subsidiary with respect to interest rate
Swap Contracts.



 




    C-3



     


    

	 	 	6.	Unusual or non-recurring losses or expenses (including severance and relocation costs, one-time compensation charges, restructuring charges, integration costs and reserves), including such items related to acquisitions and to closure/consolidation of facilities, in an amount not to exceed, in the aggregate under this Line I.A.6, for the Subject Period, 5.0% of Consolidated EBITDA for the Subject Period:	$______
	 	 	 	 	 
	 	 	7.	Transaction costs, fees and expenses (including swap breakage costs) in connection with the ARCA Transactions, any sale of Equity Interests, any acquisition or other investment, any disposition, the incurrence of, or any refinancing of, any Indebtedness or any Applicable Additional Credit Extension Transaction (in each case whether or not successful) for Subject Period:	$______
	 	 	 	 	 
	 	 	8.	Any net after-tax loss from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments for Subject Period:	$______
	 	 	 	 	 
	 	 	9.	Costs of surety bonds incurred in connection with financing activities for Subject Period:	$______
	 	 	 	 	 
	 	 	10.	Mark-to-market losses recognized pursuant to FASB ASC Topic 815 or any successor thereof for Subject Period:	$______
	 	 	 	 	 
	 	 	11.	To the extent reimbursement therefor is actually received by the Borrower or a Subsidiary, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with any acquisition for Subject Period:	$______
	 	 	 	 	 
	 	 	12.	Cash expenses incurred during such period in connection with casualty events to the extent such expenses are reimbursed in cash by insurance during such period for Subject Period:	$______
	 	 	 	 	 
	 	Minus, the following items 13 through 17 to the extent included in calculating such Consolidated Net Income (without duplication):	 
	 	 	 	 	 
	 	 	13.	Federal, state, local and foreign income tax credits for Subject Period:	$______
	 	 	 	 	 
	 	 	14.	All non-cash items increasing Consolidated Net Income (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash items in any prior period or reversal of a reserve with respect to accounts receivable or inventory which reduced Consolidated EBITDA under the Agreement in a prior period) for Subject Period:	$______
	 	 	 	 	 
	 	 	15.	Unusual or non-recurring gains or income for Subject Period:	 




    C-4



     


    

	 	 	 	 	 
	 	 	16.	Any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments for Subject Period:	$______
	 	 	 	 	 
	 	 	17.	Mark-to-market gains recognized pursuant to FASB ASC Topic 815 or any successor thereof (in each case of or by the Borrower and its Subsidiaries) for Subject Period:	$______
	 	 	 	 	 
	 	 	18.	Consolidated EBITDA6 (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 + 11 + 12 – 13 – 14 – 15 – 16 – 17):	$______
	 	 	 	 	 
	 	 	19.	Adjustment to exclude non-operating currency transaction (gains)/losses (including the net loss or gain resulting from Swap Contracts for currency exchange risk):	 
	 	 	 	 	 
	 	B.	Consolidated Interest Charges for Subject Period paid in cash:	$______
	 	 	 	 	 
	 	C.	Consolidated Interest Coverage Ratio (Line I.A.18  ̧ Line I.B):	____ to 1
	 	 	 	 	 
	 	 	Minimum required:	4.00:1.00
	 	 	 	 


	II.	Section 7.07(b) – Consolidated Leverage Ratio.
	 	 	 	 	 
	 	A.	Consolidated Funded Indebtedness at Statement Date	$______
	 	 	 	 
	 	B.	Unrestricted cash and cash equivalents of the Borrower and its Subsidiaries as of the Statement Date7	 
	 	 	 	 
	 	C.	Consolidated EBITDA for Subject Period (Line I.A.18 above):	$______
	 	 	 	 	 
	 	D.	Consolidated Leverage Ratio ((Line II.A-Line II.B)  ̧ Line II.C):	____ to 1
	 	 	 	 	 



 


 


 


 






		1	For purposes of determining the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio,
Consolidated EBITDA shall be determined on a Pro Forma Basis. The calculation of Consolidated EBITDA shall exclude any non-cash impact
attributable to the reduction in deferred revenue or reduction in deferred costs to balance sheet accounts as a result of the fair value
exercise undertaken as required by purchase method of accounting for any acquisition permitted under the Agreement, in accordance with
GAAP (such exclusion to be reflected in the period in which such revenues or costs would have been recorded had such reduction not been
required).



 


		2	Such amount shall not exceed $250.0 million.



 



 



    C-5



     


    




 





 


	 	 	Maximum permitted:	4.25:1.001








 


 





 






		1	Or, solely during a Leverage Increase
Period, 4.50 to 1.00 if a Leverage Increase Election is made in accordance with the proviso under Section 7.07(b) of the Amended and
Restated Credit Agreement.





 


 



    C-6



     


    

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)


 


Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)


 


	
    Consolidated
    EBITDA

     
	
Quarter
Ended
__________	
Quarter
Ended
__________	
Quarter
Ended
__________	
Quarter
Ended
__________	Twelve
Months
Ended
__________
	Consolidated
Net Income	 	 	 	 	 
	+Consolidated Interest Charges	 	 	 	 	 
	+Provision for Federal, state, local and foreign income taxes and for foreign withholding taxes payable 	 	 	 	 	 
	+Depreciation and amortization expense, including any amortization of intangibles	 	 	 	 	 




    C-7



     


    

	+Non-cash charges (including non-cash charges related to employee benefit or other management or stock compensation plans or expense but excluding write-offs, write-downs or reserves with respect to accounts receivable or inventory (which write-offs, write-downs or reserves shall not be added back under any clause of the definition of Consolidated EBITDA (other than all non-cash items increasing Consolidated Net Income (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash items in any prior period or reversal of a reserve with respect to accounts receivable or inventory which reduced Consolidated EBITDA under the Agreement in a prior period)))) (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent, and excluding amortization of a prepaid cash item that was in a prior period)	 	 	 	 	 




    C-8



     


    

	+Unusual or non-recurring losses or expenses (including severance and relocation costs, one-time compensation charges, restructuring charges, integration costs and reserves), including such items related to acquisitions and to closure/consolidation of facilities, in an amount not to exceed, in the aggregate under this item for the Subject Period, 5.0% of Consolidated EBITDA	 	 	 	 	 
	+Transaction costs, fees and expenses (including swap breakage costs) in connection with the ARCA Transactions, any sale of Equity Interests, any acquisition or other investment, any disposition, the incurrence of, or any refinancing of, any Indebtedness or any Applicable Additional Credit Extension Transaction (in each case whether or not successful)	 	 	 	 	 
	+Any net after-tax loss from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments 	 	 	 	 	 
	+Costs of surety bonds incurred in connection with financing activities	 	 	 	 	 
	+Mark-to-market losses recognized pursuant to FASB ASC Topic 815 or any successor thereof	 	 	 	 	 




    C-9



     


    

	+To the extent reimbursement therefor is actually received by the Borrower or a Subsidiary, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with any acquisition 	 	 	 	 	 
	+Cash expenses incurred during such period in connection with casualty events to the extent such expenses are reimbursed in cash by insurance during such period	 	 	 	 	 
	-Federal, state, local and foreign income tax credits	 	 	 	 	 
	-All non-cash items increasing Consolidated Net Income (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash items in any prior period or reversal of a reserve with respect to accounts receivable or inventory which reduced Consolidated EBITDA under the Agreement in a prior period)	 	 	 	 	 
	
    -Unusual or non-recurring gains or
    income

     
	 	 	 	 	 
	-Any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments	 	 	 	 	 




    C-10



     


    

	-Mark-to-market gains recognized pursuant to FASB ASC Topic 815 or any successor thereof (in each case of or by the Borrower and its subsidiaries 	 	 	 	 	 
	+Adjustment to exclude non-operating currency transaction (gains)/losses (including the net loss or gain resulting from Swap Contracts for currency exchange risk):	 	 	 	 	 
	=Consolidated EBITDA1	 	 	 	 	 



 


 


 


 





 






		1	For purposes of determining the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio,
Consolidated EBITDA shall be determined on a Pro Forma Basis. The calculation of Consolidated EBITDA shall exclude any non-cash impact
attributable to the reduction in deferred revenue or reduction in deferred costs to balance sheet accounts as a result of the fair value
exercise undertaken as required by purchase method of accounting for any acquisition permitted under the Agreement, in accordance with
GAAP (such exclusion to be reflected in the period in which such revenues or costs would have been recorded had such reduction not been
required).


 



    C-11



     


    

EXHIBIT D


 


ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and
is entered into by and between [the][each]1
Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee
identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]2
hereunder are several and not joint.]3  Capitalized
terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below
(the “Amended and Restated 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][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Amended and Restated Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Amended and Restated 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][the respective Assignors] under the respective facilities identified below (including, without limitation,
the Letters of Credit included in such facilities4)
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)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether
known or unknown, arising under or in connection with the Amended and Restated 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, but not
limited to, 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


 





 






		1	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose
the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.



 


		2	Select as appropriate.



 


		3	Include bracketed language if there are either multiple Assignors or multiple Assignees.



 


		4	Include all applicable subfacilities.



 



 






    D-1



     


    

 


 


assigned
pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to
clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.


 


	1.	Assignor[s]:	 	 
	 	 	 	 
	 	 	 	 
	2.	Assignee[s]:	 	 
	 	 	 	 


 


[for each Assignee, indicate [Affiliate][Approved Fund]
of [identify Lender]]


 


	3.	Borrower:	MSCI Inc.	 
	 	 	 	 


		4.	Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative agent under the Amended and Restated Credit Agreement



 


		5.	Amended and Restated Credit Agreement:Amended and Restated  Credit Agreement, dated as of June 9, 2022, among
MSCI Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer.



 


		6.	Assigned Interest:



 


	Assignor[s]1	Assignee[s]2	
    Facility


    Assigned3

	Aggregat Amount of Commitment/ Loans

                                                                                 for All Lenders4
	 Assigned
	Percentage Assigned of Commitment/ 

                                                                                Loans5
	CUSIP
Number
	 	 	 	 	 	 	 
	 	 	 	$_______________	$_________	__________%	 
	 	 	 	$_______________	$_________	__________%	 
	 	 	 	$_______________	$_________	__________%	 




    D-2



     


    

		[7.	Trade Date:__________________]6



 


 


 









		1	List each Assignor, as appropriate.



 


		2	List each Assignee, as appropriate.



 


		3	Fill in the appropriate terminology for the types of facilities under the Amended and Restated Credit
Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Tranche A Term Loan Commitment”,
etc.).



 


		4	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments
or prepayments made between the Trade Date and the Effective Date.



 


		5	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.



 


		6	To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.



 



 






    D-3



     


    

 


 


Effective Date:  __________________, 20__ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 




    D-4



     


    

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:
	 	 	 



 


 


 

	[Consented to and]1 Accepted:	 
	JPMORGAN CHASE BANK, N.A., as	 
	  Administrative Agent	 
	 	 
	By:	_________________________________	 
	 	Title:	 
	 	 	 
	 	 	 
	[Consented to:
	 
	By:	_________________________________	 
	 	Title:]2	 



 


 


 


 









		1	To be added only if the consent of the Administrative Agent is required by the terms of the Amended and Restated Credit Agreement.



 


		2	To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Amended
and Restated Credit Agreement.



 



 



    D-5



     


    

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION


 


1.       Representations
and Warranties.


 


1.1.       Assignor.  [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such]
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
Amended and Restated 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 or (iv) 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][Each]
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 Amended
and Restated Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii), (v)
and (vi) of the Amended and Restated Credit Agreement (subject to such consents, if any, as
may be required under Section 10.06(b)(iii) of the Amended and Restated Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Amended and Restated
Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] 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][such] Assigned Interest
and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Amended and Restated Credit Agreement,
and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to
Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest,
and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the
Amended and Restated Credit Agreement, duly completed and executed by [the][such] Assignee; and (b)
agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor 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 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.


 




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2.       Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] 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.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy 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.


 




    D-7



     


    


EXHIBIT E


 


FORM
GUARANTY


[See Attached] 


 


 


 


 


 


 


 


 


 






    E-1 


     


    




 


GUARANTY


 


Dated as of November
20, 2014


 


From


 


THE GUARANTORS NAMED
HEREIN


 


and


 


THE ADDITIONAL GUARANTORS
REFERRED TO HEREIN


 


as Guarantors


 


in favor of


 


THE LENDER PARTIES
REFERRED TO HEREIN


 




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TABLE OF CONTENTS


 


Page


 


	Section 1.	Guaranty; Limitation of Liability	1
	Section 2.	Guaranty Absolute	2
	Section 3.	Waivers and Acknowledgments	3
	Section 4.	Subrogation	4
	Section 5.	[Intentionally Omitted]	4
	Section 6.	Representations and Warranties	4
	Section 7.	Covenants	5
	Section 8.	Amendments, Guaranty Supplements, Etc.	5
	Section 9.	Notices, Etc.	5
	Section 10.	No Waiver; Remedies	6
	Section 11.	Right of Set-off	6
	Section 12.	Indemnification	6
	Section 13.	Subordination	7
	Section 14.	Continuing Guaranty; Assignments under the Credit Agreement	8
	Section 15.	Execution in Counterparts	8
	Section 16.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	8



 




Exhibit A
- Guaranty Supplement


 




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GUARANTY


 


GUARANTY (this “Guaranty”)
dated as of November 20, 2014 made by the Persons listed on the signature pages hereof under the caption “Guarantors” and
the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively,
the “Guarantors” and, individually, each a “Guarantor”) in favor of the Lenders,
the Administrative Agent and the L/C Issuer (collectively, the “Lender Parties”) under the Credit Agreement
(as defined below).


 


PRELIMINARY STATEMENT.
MSCI Inc., a Delaware corporation (the “Borrower”), is party to a Revolving Credit Agreement dated as of even
date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with certain Lenders party
thereto and JPMorgan Chase Bank, N.A. as Administrative Agent and L/C Issuer. Each Guarantor will derive substantial direct and indirect
benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the effectiveness of the Credit Agreement
that each Guarantor shall have executed and delivered this Guaranty.


 


NOW, THEREFORE, in
consideration of the premises and in order to induce the Lender Parties to make Loans and to issue Letters of Credit under the Credit
Agreement from time to time, each Guarantor, jointly and severally with each other Guarantor, hereby agrees as follows:


 


Section 1.               
Guaranty; Limitation of Liability.


 


(a)              
Each Guarantor hereby (i) absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party
now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions,
amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for
principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the
“Guaranteed Obligations”) and (ii) agrees to pay any and all reasonable and documented expenses (including,
without limitation, reasonable and documented fees and expenses of counsel) incurred by the Administrative Agent or any other Lender
Party in enforcing any rights against such Guarantor under this Guaranty or any other Loan Document; provided that no Guarantor
shall be required to reimburse the legal fees and expenses of more than one counsel (and up to one local counsel in each applicable local
jurisdiction) for all Lender Parties (which shall be selected by the Administrative Agent) unless, in the reasonable opinion of the Administrative
Agent, representation of all such Lender Parties would be inappropriate due to the existence of an actual or potential conflict of interest.
Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of
the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents, but
for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding
involving such other Loan Party.


 




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(b)              
Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender Party, hereby confirms
that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent
transfer or conveyance for purposes of any Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder.
To effectuate the foregoing intention, the Administrative Agent, the other Lender Parties and the Guarantors hereby irrevocably agree
that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations
of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.


 


(c)              
Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any
Lender Party under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such
amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lender Parties under or in
respect of the Loan Documents.


 


Section 2.               
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the
terms of the Loan Documents, regardless of any law, regulation or order now in effect in any jurisdiction affecting any of such terms
or the rights of any Lender Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent
of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate
action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is
brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or
actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each
Guarantor hereby, to the fullest extent permitted under applicable law, irrevocably waives any defenses it may now have or hereafter
acquire in any way relating to, any or all of the following:


 


(a)              
any lack of validity or enforceability of any Loan Document or any agreements or instruments relating thereto;


 


(b)              
any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any
other Obligations of any other Loan Party under or in respect of the Loan Documents or any other amendment or waiver of or any consent
to departure from any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the
extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;


 


(c)              
any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;


 


(d)              
any failure of any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Lender Party (each
Guarantor waiving any duty on the part of the Lender Parties to disclose such information);


 




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(e)              
the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other
guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed
Obligations; or


 


(f)               
any other circumstance (including, without limitation, to the fullest extent permitted under applicable law, any statute of limitations)
or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or
a discharge of, any Loan Party or any other guarantor or surety (other than, subject to the next sentence, payment in full of the Guaranteed
Obligations).


 


This Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise
be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan
Party or otherwise, all as though such payment had not been made.


 


Section 3.               
Waivers and Acknowledgments.


 


(a)              
Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand
for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the
Guaranteed Obligations and this Guaranty and any requirement that any Lender Party protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right or take any action against any Loan Party or any other Person.


 


(b)              
Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty
is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.


 


(c)              
Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based
upon an election of remedies by any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against
any of the other Loan Parties, any other guarantor or any other Person and (ii) any defense based on any right of set-off or other
right against or in respect of the Obligations of such Guarantor hereunder; provided that nothing in this Section 3 shall
prevent the assertion of any such claim by separate suit or compulsory counterclaim.


 


(d)              
Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Lender Party to disclose to such Guarantor
any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects
of any other Loan Party or any of its Subsidiaries now or hereafter known by such Lender Party.


 


(e)              
Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated
by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation
of such benefits.


 




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Section 4.               
Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have
or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment,
performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty or any other Loan Document, including,
without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate
in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor, whether or not
such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take
or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property
or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed
Obligations and all other amounts payable under this Guaranty (other than Unmatured Surviving Obligations) shall have been paid in full
in immediately available funds, all Letters of Credit (unless cash collateralized in a manner reasonably satisfactory to the L/C Issuer)
shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor
in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in immediately available
funds of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than Unmatured Surviving Obligations), (b)
the Maturity Date of the Revolving Credit Facility, and (c) the latest date of expiration or termination of all Letters of Credit (unless
cash collateralized in a manner reasonably satisfactory to the L/C Issuer), such amount shall be received and held in trust for the benefit
of the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to
the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to
the Guaranteed Obligations and all other amounts payable by such Guarantor under this Guaranty, whether matured or unmatured, in accordance
with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and all other amounts (other than Unmatured Surviving Obligations) payable under
this Guaranty shall have been paid in full in immediately available funds, (iii) the Maturity Date of the Revolving Credit Facility
shall have occurred, and (iv) all Letters of Credit (unless cash collateralized in a manner reasonably satisfactory to the L/C Issuer)
shall have expired or been terminated, the Administrative Agent, on behalf of the Lender Parties will, at such Guarantor’s request
and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made
by such Guarantor pursuant to this Guaranty.


 


Section 5.               
[Intentionally Omitted].


 


Section 6.               
Representations and Warranties. Each Guarantor hereby makes each representation and warranty made in the Loan Documents
by the Borrower with respect to such Guarantor, and each Guarantor hereby further represents and warrants as to itself as follows:


 




    E-7 


     


    

(a)              
There are no conditions precedent to the effectiveness of this Guaranty as against such Guarantor that have not been satisfied
or waived.


 


(b)              
Such Guarantor has, independently and without reliance upon any Lender Party and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it
is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis
information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial
or otherwise), operations, performance, properties and prospects of such other Loan Party.


 


Section 7.               
Covenants. Each Guarantor covenants and agrees that, so long as any part of the Guaranteed Obligations shall remain unpaid
(other than Unmatured Surviving Obligations), any Letter of Credit shall be outstanding (unless cash collateralized in a manner reasonably
satisfactory to the L/C Issuer), or any Lender Party shall have any Commitment, such Guarantor will perform and observe, and cause each
of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their
part to be performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or observe.


 


Section 8.               
Amendments, Guaranty Supplements, Etc. 


 


(a)              
No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any
event be effective unless the same shall be in writing and approved as provided in Section 10.01 of the Credit Agreement.


 


(a)              
Upon a Guarantor ceasing to be (i) a Subsidiary as a result of a transaction not prohibited by the Loan Documents, or (ii) a Material
Domestic Subsidiary, such Guarantor shall be released from this Guaranty in accordance with the requirements of Section 9.10 of the Credit
Agreement and the Administrative Agent shall, upon request by any Loan Party, execute and deliver to such Loan Party such appropriate
documents, without recourse and without representation or warranty, necessary to evidence such release.


 


(b)              
Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a
“Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor”
and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also
mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor”
shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”,
“hereunder”, “hereof” or words of like import referring to this Guaranty, and each
reference in any other Loan Document to the “Guaranty”, “thereunder”, “thereof”
or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.


 




    E-8 


     


    

Section 9.               
Notices, Etc. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing
and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given
to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.


 


Section 10.           
No Waiver; Remedies. No failure on the part of any Lender Party to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.


 


Section 11.           
Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, each Lender Party 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 set off
and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender Party or any such Affiliate to or for the credit or the account of any Guarantor against any and all of
the Obligations of such Guarantor then due under the Loan Documents, irrespective of whether or not such Lender Party shall have made
any demand under this Guaranty or any other Loan Document and although such Obligations may be contingent or unmatured. Each Lender Party
agrees promptly to notify such Guarantor after any such set-off and application; provided, however, that the failure to
give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender
and their respective Affiliates under this Section 11 are in addition to other rights and remedies (including, without limitation,
other rights of set-off) that the Administrative Agent, such Lender and their respective Affiliates may have.


 


Section 12.           
Indemnification.


 


(a)              
Without limitation on any other Obligations of any Guarantor or remedies of the Lender Parties under this Guaranty, each Guarantor
shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Lender Party and each Related Party
(each, an “Indemnified Party”) from and against, without duplication, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable and documented fees and expenses of one counsel (together with one
local counsel, if necessary, in each relevant jurisdiction) for all Indemnified Parties; provided that such Guarantor shall so
indemnify for expenses of additional counsel if an actual conflict of interest exists between the Indemnified Parties) that may be incurred
by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations
to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms.


 




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(b)              
Each Guarantor hereby also agrees, to the fullest extent permitted by law, that none of the Indemnified Parties shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any Related Parties, and each Guarantor
hereby agrees, to the fullest extent permitted by law, not to assert any claim against any Indemnified Party on any theory of liability
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of or otherwise relating
to the Facilities, the actual or proposed use of the proceeds of the Loans or the Letters of Credit, the Loan Documents or any of the
transactions contemplated by the Loan Documents. No Guarantor, to the fullest extent permitted by law, shall have any liability (whether
direct or indirect, in contract, tort or otherwise) to any of the Indemnified Parties, and no Indemnified Party, to the fullest extent
permitted by law, shall assert any claim against any Guarantor on any theory of liability for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of or otherwise relating to the Facilities, the actual or proposed use of
the proceeds of the Loans or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents;
provided that nothing in this sentence shall affect any Guarantor’s indemnity and reimbursement obligations pursuant to
Sections 1(a) and 12(a).


 


(c)              
Without prejudice to the survival of any of the other agreements of any Guarantor under this Guaranty or any of the other Loan
Documents, the agreements and obligations of each Guarantor contained in Section 1(a) (with respect to enforcement expenses),
the last sentence of Section 2 and this Section 12 shall survive the payment in full of the Guaranteed Obligations
and all of the other amounts payable under this Guaranty.


 


Section 13.           
Subordination. Each Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to such Guarantor
by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in
the manner hereinafter set forth in this Section 13:


 


(a)              
Prohibited Payments, Etc. Except during the continuance of an Event of Default under Section 8.01(a) or (f) of the Credit
Agreement and subject to the next sentence of this Section 13(a), each Guarantor may receive payments from any other Loan Party
on account of the Subordinated Obligations held by it. After the occurrence and during the continuance of any Event of Default and following
notice by the Administrative Agent to such Guarantor to such effect (provided that such notice shall not be required for an Event of
Default under Section 8.01(a) or (f) of the Credit Agreement), unless the Administrative Agent otherwise agrees, no Guarantor shall demand,
accept or take any action to collect any payment on account of the Subordinated Obligations held by it.


 


(b)              
Prior Payment of Guaranteed Obligations. In any proceeding under any Debtor Relief Laws relating to any other Loan Party,
each Guarantor agrees that the Lender Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including
all interest and expenses accruing after the commencement of a proceeding under any Debtor Relief Laws, whether or not constituting an
allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any
Subordinated Obligations held by it.


 


(c)              
Turn-Over. Upon the occurrence and continuance of any Event of Default, each Guarantor shall, if the Administrative Agent
so requests, collect, enforce and receive payments on account of the Subordinated Obligations held by it as trustee for the Lender Parties
and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest),
together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability
of such Guarantor under the other provisions of this Guaranty.


 




    E-10 


     


    

(d)              
Administrative Agent Authorization. Upon the occurrence and continuance
of any Event of Default, the Administrative Agent is authorized and empowered (but not obligated), in its discretion, (i) in the
name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations held by such Guarantor and
to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require
each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations held by it and (B) to pay any
amounts received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all
Post Petition Interest).


 


Section 14.           
Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain
in full force and effect until the latest of (i) the payment in full in immediately available funds of the Guaranteed Obligations and
all other amounts payable under this Guaranty (other than Unmatured Surviving Obligations), (ii) the termination or expiration of all
of the Commitments of the Lenders and (iii) the latest date of expiration or termination of all Letters of Credit (unless cash collateralized
in a manner reasonably satisfactory to the L/C Issuer), (b) be binding upon each Guarantor, its successors and permitted assigns
and (c) inure to the benefit of and be enforceable by the Lender Parties and their successors, permitted transferees and permitted
assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender Party may assign or otherwise
transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion
of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall
thereupon become vested with all the benefits and obligations in respect thereof granted or pertaining to such Lender Party herein or
otherwise, in each case as and to the extent provided in Section 10.06 of the Credit Agreement. No Guarantor shall have the right
to assign its rights hereunder or any interest herein without the prior written consent of the Lender Parties.


 


Section 15.           
Execution in Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed in
any number of counterparts and by different parties thereto 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 agreement. Delivery by telecopier or in .pdf or similar
format by electronic mail of an executed counterpart of a signature page to this Guaranty or to any amendment or waiver of any provision
of this Guaranty or to any Guaranty Supplement to be executed and delivered hereunder shall be effective as delivery of an original executed
counterpart hereof and thereof.


 


Section 16.           
Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 


 


(a)              
This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.


 




    E-11 


     


    

(b)              
EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT SITTING IN NEW YORK COUNTY, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT TO WHICH IT
IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GUARANTOR HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH GUARANTOR HERETO AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, 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 GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY
PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENTS AGAINST ANY OTHER PARTY
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


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


 


(d)              
EACH GUARANTOR HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


 


[Signature Page
to Follow]


 




    E-12 


     


    

IN WITNESS WHEREOF,
each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first
above written.


 


	 	GUARANTORS:
	 	BARRA, LLC
	 	 	 	 
	 	 	 	 
	 	By:  	 
	 	 	Name:	Robert Qutub
	 	 	Title:	Chief Financial Officer and Treasurer


 


 


	 	RISKMETRICS SOLUTIONS, LLC
	 	 	 	 
	 	 	 	 
	 	By:  	 
	 	 	Name:	Robert Qutub
	 	 	Title:	Chief Financial Officer and Treasurer


 


 


	 	RISKMETRICS GROUP, LLC
	 	 	 	 
	 	 	 	 
	 	By:  	 
	 	 	Name:	Robert Qutub
	 	 	Title:	Chief Financial Officer and Treasurer


 


 


	 	RISKMETRICS GROUP HOLDINGS, LLC
	 	 	 	 
	 	 	 	 
	 	By:  	 
	 	 	Name:	Robert Qutub
	 	 	Title:	Chief Financial Officer and Treasurer




    E-13 


     


    

 


Exhibit A to the

Guaranty


 




 


FORM OF GUARANTY
SUPPLEMENT


 


[___________], [____]


 


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

April Yebd





10 S. Dearborn L2





Chicago, IL 60603


 


Attention: Agency Services


 


Revolving Credit Agreement dated as
of November 20, 2014 among MSCI Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer (the “Credit Agreement”).


 


Ladies and Gentlemen:


 


We refer to the Credit
Agreement and to the Guaranty referred to therein (such Guaranty, as in effect on the date hereof and as it may hereafter be amended,
supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”).
The capitalized terms defined in the Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein
defined.


 


Section 1.Guaranty;
Limitation of Liability.


 


(a)       The
undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity
or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter
existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, interest,
premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed
Obligations”), and agrees to pay any and all reasonable and documented expenses (including, without limitation, reasonable
and documented fees and expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights against
such Guarantor under this Guaranty Supplement, the Guaranty or any other Loan Document; provided that no Guarantor shall be required
to reimburse the legal fees and expenses of more than one counsel (and up to one local counsel in each applicable local jurisdiction)
for all Lender Parties (which shall be selected by the Administrative Agent) unless, in the reasonable opinion of the Administrative
Agent, representation of all such Lender Parties would be inappropriate due to the existence of any actual or potential conflict of interest.
Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part
of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents
but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding
involving such other Loan Party.


 




    E-14 


     


    

(b)       The
undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and each other Lender Party, hereby confirms
that it is the intention of all such Persons that this Guaranty Supplement, the Guaranty and the Obligations of the undersigned hereunder
and thereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement,
the Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative
Agent, the other Lender Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty
Supplement and the Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under
this Guaranty Supplement and the Guaranty not constituting a fraudulent transfer or conveyance.


 


(c)       The
undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender Party
under this Guaranty Supplement, the Guaranty, or any other guaranty, the undersigned will contribute, to the maximum extent permitted
by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lender
Parties under or in respect of the Loan Documents.


 


Section 2.Obligations
Under the Guaranty. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms
and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the
date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor”
shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor”
or a “Loan Party” shall also mean and be a reference to the undersigned.


 


Section 3.Representations
and Warranties. The undersigned hereby makes each representation and warranty set forth in Section 6 of the Guaranty to the
same extent as each other Guarantor.


 


Section 4.Delivery
by Telecopier. Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier or in .pdf electronic
copy shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.


 


Section 5.Governing
Law; Jurisdiction; Waiver of Jury Trial, Etc.


 


(a)       This
Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 




    E-15 


     


    

(b)       THE
UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH
IT IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE UNDERSIGNED HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. THE UNDERSIGNED HERETO AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, 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 GUARANTY SUPPLEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENTS
AGAINST ANY OTHER PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


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


 


(d)       THE
UNDERSIGNED HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


 





	 	Very truly yours,
	 	 
	 	[NAME OF ADDITIONAL GUARANTOR]
	 	 	 	 
	 	By:  	 
	 	 	Title:	 


 


 






    E-16 


     


    

 


EXHIBIT F-1


 


FORM OF
UNITED STATES TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to the Amended and Restated Credit
Agreement dated as of June 9, 2022 (the “Amended and Restated Credit Agreement”), among MSCI Inc., a Delaware corporation
(the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually,
a “Lender”) and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used herein but
not otherwise defined shall have the meaning given to such term in the Amended and Restated Credit Agreement.


 


Pursuant to the provisions of Section 3.01(e)
of the Amended and Restated Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in
Section 881(c)(3)(C) of the Code, and (v) no payments under any Loan Document are effectively connected with the undersigned’s conduct
of a U.S. trade or business.


 


The undersigned has furnished the Administrative
Agent and the Borrower with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable.  By
executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in
time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned
shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative
Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower
or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do
so,  and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate and Form W-8BEN or W-8BEN-E, as applicable, 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 each such payment.


 


[Signature Page Follows]


 




    F-1-1



     


    

 





	 	[Lender or L/C Issuer, as applicable]	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	[Address]	 


 


 


 



 


 


 

Dated:______________________, 20[●]


 




    F-1-2



     


    

EXHIBIT F-2


 


FORM OF
UNITED STATES TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to the Amended and Restated Credit
Agreement dated as of June 9, 2022 (the “Amended and Restated Credit Agreement”), among MSCI Inc., a Delaware corporation
(the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually,
a “Lender”) and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used herein but
not otherwise defined shall have the meaning given to such term in the Amended and Restated Credit Agreement.


 


Pursuant to the provisions of Section 3.01(e)
of the Amended and Restated Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any
of its direct or indirect partners/members claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners
is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members claiming
the portfolio interest exemption on its own behalf is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code, (v) none of its direct or indirect partners/members claiming the portfolio interest exemption on its own behalf is a “controlled
foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments under any Loan
Document are effectively connected with a U.S. trade or business conducted by the undersigned or its direct or indirect partners/members
claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners.


 


The undersigned has furnished the Administrative
Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8IMY, W-8BEN or W-8BEN-E,
as applicable, from each of its direct or indirect partners/members claiming the portfolio interest exemption on behalf of itself or any
of its beneficial owners. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate
in any respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to
the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably
requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its
legal ineligibility to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with
a properly completed and currently effective certificate and Form W-8IMY and accompanying Forms W-8BEN or W-8BEN-E, as applicable, either
the calendar year in which each payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of
the two calendar years preceding each such payment.


 


[Signature Page Follows]


 




    F-2-1



     


    

	 	[Lender or L/C Issuer, as applicable]	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	[Address]	 


 


 


Dated:______________________, 20[●]


 




    F-2-2



     


    

EXHIBIT F-3


 


FORM OF
UNITED STATES TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to the Amended and Restated Credit
Agreement dated as of June 9, 2022 (the “Amended and Restated Credit Agreement”), among MSCI Inc., a Delaware corporation
(the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually,
a “Lender”)and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used herein but
not otherwise defined shall have the meaning given to such term in the Amended and Restated Credit Agreement.


 


Pursuant to the provisions of Section 3.01(e)
of the Amended and Restated 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 881(c)(3)(B) of the
Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the
Code, and (v) no payments under any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.


 


The undersigned has furnished its participating Foreign
Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable.  By
executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in
time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned
shall promptly so inform such Foreign Lender in writing and deliver promptly to such Foreign Lender an updated certificate or other appropriate
documentation (including any new documentation reasonably requested by such Foreign Lender) or promptly notify such Foreign Lender in
writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such Foreign Lender with a properly
completed and currently effective certificate and Form W-8BEN or W-8BEN-E, as applicable, 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 each such payment.


 


[Signature Page Follows]


 




    F-3-1



     


    

 





	 	[Participant]	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	[Address]	 


 


 


Dated:______________________, 20[●]


 




    F-3-2



     


    

EXHIBIT F-4


 


FORM OF
UNITED STATES TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to the Amended and Restated Credit
Agreement dated as of June 9, 2022 (the “Amended and Restated Credit Agreement”), among MSCI Inc., a Delaware corporation
(the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually,
a “Lender”)and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used herein but
not otherwise defined shall have the meaning given to such term in the Amended and Restated Credit Agreement.


 


Pursuant to the provisions of Section 3.01(e)
of the Amended and Restated 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) neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption
on behalf of itself or any of its beneficial owners is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv)
none of its direct or indirect partners/members claiming the portfolio interest exemption on its own behalf is a ten percent shareholder
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its direct or indirect partners/members claiming the
portfolio interest exemption on its own behalf is a “controlled foreign corporation” related to the Borrower as described
in Section 881(c)(3)(C) of the Code, and (vi) no payments under any Loan Document are effectively connected with a U.S. trade or business
conducted by the undersigned or its direct or indirect partners/members claiming the portfolio interest exemption on behalf of itself
or any of its beneficial owners.


 


The undersigned has furnished its participating Foreign
Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8IMY, W-8BEN or W-8BEN-E, as applicable,
from each of its direct or indirect partners/members claiming the portfolio interest exemption on behalf of itself or any of its beneficial
owners. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if
a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect,
the undersigned shall promptly so inform such Foreign Lender in writing and deliver promptly to such Foreign Lender an updated certificate
or other appropriate documentation (including any new documentation reasonably requested by such Foreign Lender) or promptly notify such
Foreign Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such Foreign
Lender with a properly completed and currently effective certificate and Form W-8IMY and accompanying Forms W-8BEN or W-8BEN-E, as applicable,
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 each
such payment.


 


[Signature Page Follows]


 




    F-4-1



     


    




	 	[Participant]	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	[Address]	 


 


 


 


Dated:______________________, 20[●]


 




    F-4-2



     


    

EXHIBIT G


 


FORM OF
LOAN AUCTION PROCEDURES


 


This Exhibit G is intended to summarize certain basic terms
of the modified Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 2.17 of the Amended
and Restated Credit Agreement, of which this Exhibit G is a part.  It is not intended to be a definitive statement of
all of the terms and conditions of a modified Dutch auction, the definitive terms and conditions for which shall be set forth in the Auction
Notice (as defined below).  None of the Administrative Agent, the Auction Manager, or any of its Affiliates makes any recommendation
pursuant to any Auction Notice as to whether or not any Lender should participate in a Discounted Prepayment Offer, nor shall the decision
by the Administrative Agent or the Auction Manager (or any of their Affiliates) in its capacity as a Lender to participate in a Discounted
Prepayment Offer be deemed to constitute such a recommendation.  Each Lender should make its own decision as to whether to participate
in a Discounted Prepayment Offer and as to the price to be sought for such Term Loans.  In addition, each Lender should consult
its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Discounted Prepayment
Offer and the Auction Notice.  Capitalized terms not otherwise defined in this Exhibit G have the meanings assigned to
them in the Amended and Restated Credit Agreement.


 


(a)       Notice
Procedures.  In connection with each Discounted Prepayment Offer, the Borrower will provide notification to the Auction
Manager for distribution to the Lenders of the Term Loans (each, an “Auction Notice”).  Each Auction Notice
shall contain (i) the maximum principal amount (calculated on the face amount thereof) of the Term Loans that the Borrower offers to prepay
in such Discounted Prepayment Offer (the “Auction Amount”), which (A) shall be no less than $10,000,000 (unless another
amount is agreed to by the Administrative Agent) and (B) may be increased (but not decreased) at the option of the Borrower; (ii) the
range of discounts to par (the “Discount Range”), expressed as a range of prices (in increments of $5) per $1,000,
at which the Borrower would be willing to prepay Term Loans in such Discounted Prepayment Offer; and (iii) the date on which such Discounted
Prepayment Offer will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m., New York time (as such date and
time may be extended by the Auction Manager, the “Expiration Time”); and (iv) any other conditions specified by the
Borrower that must be satisfied for the Borrower to be obligated to consummate such Discounted Prepayment Offer.  Such Expiration
Time may be extended for a period not exceeding three Business Days upon notice by the Borrower to the Auction Manager received not less
than 24 hours before the original Expiration Time; provided that only two extensions per offer shall be permitted.  The terms
of the Auction Notice may be amended upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original
Expiration Time so long as no Qualifying Bids have been received with respect to such Auction Notice at the time notice of such amendment
is delivered to the Auction Manager.  A Discounted Prepayment Offer shall be regarded as a “failed discounted prepayment
offer” in the event that either (x) the Borrower withdraws such Discounted Prepayment Offer in accordance with the terms hereof
or as set forth in Section 2.17(b) of the Amended and Restated Credit Agreement or (y) the Expiration Time occurs with no Qualifying
Bids (as defined below) having been received.  In the event of a failed discounted prepayment offer, the Borrower shall not
be permitted to deliver a new Auction Notice prior to the date occurring three Business Days after such withdrawal or Expiration Time,
as the case may be.  Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Discounted
Prepayment Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the
previous Discounted Prepayment Offer (if any), whether such conclusion occurs by withdrawal of such previous Discounted Prepayment Offer
or the occurrence of the Expiration Time of such previous Discounted Prepayment Offer.


 




    G-1



     


    

(b)       Reply
Procedures.  In connection with any Discounted Prepayment Offer, each Lender wishing to participate in such Discounted Prepayment
Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the Auction
Notice (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments
of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of each Class within the Discount Range and
(ii) the principal amount of Term Loans of each Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess
thereof, that such Lender accepts for prepayment at its Reply Price (the “Reply Amount”).  In addition, such
Lender shall deliver to the Auction Manager a customary Big Boy Letter.  A Lender may submit a Reply Amount for Term Loans of
any Class that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises
the entire amount of the Term Loans of such Class held by such Lender.  Lenders may only submit one Return Bid per Class per
Discounted Prepayment Offer, but each Return Bid may contain up to three component bids (or such larger number of component bids as may
be specified in the Auction Notice), each of which may result in a separate Qualifying Bid and each of which will not be contingent on
any other component bid submitted by such Lender resulting in a Qualifying Bid.  In addition to the Return Bid, the participating
Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance in the form included in the
Auction Notice (each, an “Auction Assignment and Assumption”).  The Borrower will not prepay any Term Loans
at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein)
submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price
(as defined below).


 


(c)       Acceptance
Procedures.  Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation
with the Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Discounted
Prepayment Offer within the Discount Range for such Discounted Prepayment Offer that will allow the Borrower to complete the Discounted
Prepayment Offer by prepaying the full Auction Amount (or such lesser amount of Term Loans for which the Borrower has received Qualifying
Bids).  The Borrower shall prepay Term Loans of each Lender whose Return Bid is within the Discount Range and contains a Reply
Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”).  All Term
Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply
Price lower than the Applicable Threshold Price will be prepaid at the Applicable Threshold Price, subject to proration as set forth in
paragraph (d) below.  Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but
in no case later than five Business Days from the date of the Expiration Time.


 


(d)       Proration
Procedures.  If the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given
Discounted Prepayment Offer at or below the Applicable Threshold Price would exceed the remaining portion of the Auction Amount, the Borrower
shall prepay such Loans ratably based on the relative principal amounts offered by each Lender in an aggregate amount equal to the amount
necessary to complete the prepayment of the Auction Amount.  No Return Bids or any component thereof will be accepted above
the Applicable Threshold Price.


 


(e)       Notification
Procedures.  The Auction Manager will calculate the Applicable Threshold Price and post the Applicable Threshold Price and
proration factor onto an internet or intranet site (including an IntraLinks, SyndTrak or other electronic workspace) in accordance with
the Auction Manager’s standard dissemination practices by 4:00 p.m., New York time, on the Business Day after which the Expiration
Time occurs; provided that the failure to post such Applicable Threshold Price and proration factor by such time shall not affect
the validity of such Discounted Prepayment Offer.  The Auction Manager will insert the principal amount of Term Loans of the
applicable Class to be prepaid and the applicable settlement date.


 




    G-2



     


    

(f)       Prepayment
Notice.  Each Auction Notice shall contain the following representations and warranties by the Borrower:


 


“No Default or Event of Default has occurred and is continuing
on the date of the delivery of this Auction Notice and at the time of prepayment of any Term Loans pursuant hereto or would result from
this Discounted Prepayment Offer or from the application of the proceeds thereof.


 


The representations and warranties of the Borrower and each other
Loan Party contained in Article V of the Amended and Restated Credit Agreement or any other Loan Document, or which are contained
in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and
as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case
they were true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations
and warranties contained in Sections 5.05(a) and (b) of the Amended and Restated Credit Agreement shall be deemed to refer
to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b) of the Amended and Restated Credit
Agreement.


 


The Borrower is in compliance with Section 7.07 on a Pro Forma
Basis after giving effect to the Discounted Prepayment Offer”.


 


(g)       Additional
Procedures.  Once initiated by an Auction Notice, the Borrower (i) may withdraw a Discounted Prepayment Offer only if no
Qualifying Bid has been received by the Auction Manager at the time of withdrawal and (ii) must, in accordance with Section 2.17(b)
of the Amended and Restated Credit Agreement, terminate any Discounted Prepayment Offer if it reasonably believes that it will fail to
satisfy one or more of the conditions set forth in Section 2.17(a) of the Amended and Restated Credit Agreement which are required
to be met at the time which otherwise would have been the time of prepayment of Term Loans pursuant to such Discounted Prepayment Offer.  Any
Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated
or cancelled by a Lender.  However, a Discounted Prepayment Offer may become void if the conditions to the prepayment set forth
in Section 2.17 of the Amended and Restated Credit Agreement are not met.  The Borrower shall pay the aggregate purchase price
in respect of all Qualifying Bids for which prepayment by the Borrower is required in accordance with the foregoing provisions to the
Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by
the Borrower and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due).  All
questions as to the form of documents and eligibility of Term Loans that are the subject of a Discounted Prepayment Offer will be determined
by the Auction Manager, in consultation with the Borrower, and their determination will be final and binding so long as such determination
is not inconsistent with the terms of Section 2.17 of the Amended and Restated Credit Agreement or this Exhibit G.  The
Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the Borrower, will be final
and binding so long as such interpretation is not inconsistent with the terms of Section 2.17 of the Amended and Restated Credit
Agreement or this Exhibit G.  None of the Administrative Agent, the Auction Manager or any of its Affiliates assumes
any responsibility for the accuracy or completeness of the information concerning the Borrower, the Loan Parties, or any of their Affiliates
(whether contained in an Auction Notice or otherwise) or for any failure to disclose events that may have occurred and may affect the
significance or accuracy of such information.  This Exhibit G shall not require the Borrower to initiate any Discounted
Prepayment Offer.


 


 






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