Exhibit 10.1


 


Execution Version


 


DEAL CUSIP NUMBER: 08161FAJ3


REVOLVER CUSIP NUMBER: 08161FAK0


TERM CUSIP NUMBER: 08161FAL8


 





 






 


CREDIT AGREEMENT


 


Dated as of
JULY 20, 2018


 


among


 


BENCHMARK ELECTRONICS,
INC.,


 


as the COMPANY,


 


CERTAIN SUBSIDIARIES
OF THE COMPANY,


 


as Designated
Borrowers,


 


BANK OF AMERICA,
N.A.,


as Administrative
Agent, Swingline Lender and


AN L/C Issuer,


 


BANK OF THE
WEST, AS SYNDICATION AGENT,






BRANCH BANKING
AND TRUST COMPANY, AS DOCUMENTATION AGENT,






and






THE LENDERS
PARTY HERETO


 


MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED


AND BANK OF
THE WEST,


as JOINT Lead
ArrangerS and JOINT BookrunnerS


 





 



 




     


     


    

  


table of contents





 


	 	 	Page
	 	 	 
	ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	1.01	Defined Terms	1
	 	 	 
	1.02	Other Interpretive Provisions	45
	 	 	 
	1.03	Accounting Terms	46
	 	 	
	1.04	Rounding	46
	 	 	 
	1.05	Times of Day	46
	 	 	 
	1.06	Letter of Credit Amounts	46
	 	 	 
	1.07	UCC Terms	47
	 	 	 
	1.08	Exchange Rates; Currency Equivalents	47
	 	 	 
	1.09	Additional Alternative Currencies	47
	 	 	 
	1.10	Change of Currency	48
	 	 	 
	ARTICLE II	COMMITMENTS AND CREDIT EXTENSIONS	49
	 	 	 
	2.01	Loans	49
	 	 	 
	2.02	Borrowings, Conversions and Continuations of Loans	50
	 	 	 
	2.03	Letters of Credit	52
	 	 	 
	2.04	Swingline Loans	63
	 	 	 
	2.05	Prepayments	66
	 	 	 
	2.06	Termination or Reduction of Commitments	67
	 	 	 
	2.07	Repayment of Loans	68
	 	 	 
	2.08	Interest and Default Rate	69
	 	 	 
	2.09	Fees	70
	 	 	 
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	71
	 	 	 
	2.11	Evidence of Debt	72
	 	 	 
	2.12	Payments Generally; Administrative Agent’s Clawback	72
	 	 	 
	2.13	Sharing of Payments by Lenders	75
	 	 	 
	2.14	Cash Collateral	76
	 	 	 
	2.15	Defaulting Lenders	77
	 	 	 
	2.16	Designated Borrowers	79
	 	 	 
	2.17	Increase in Revolving Facility	80
	 	 	 
	2.18	Incremental Term Facility	82
	 	 	 
	ARTICLE III	TAXES, YIELD PROTECTION AND ILLEGALITY	83
	 	 	 
	3.01	Taxes	83


 




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table of contents

(continued)


 


	 	 	Page
	 	 	 
	3.02	Illegality	88
	 	 	
	3.03	Inability to Determine Rates	89
	 	 	 
	3.04	Increased Costs; Reserves on Eurocurrency Rate Loans	90
	 	 	 
	3.05	Compensation for Losses	92
	 	 	 
	3.06	Mitigation Obligations; Replacement of Lenders	92
	 	 	 
	3.07	LIBOR Successor Rate	93
	 	 	 
	3.08	Survival	94
	 	 	 
	ARTICLE IV	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	94
	 	 	 
	4.01	Conditions of Initial Credit Extension	94
	 	 	 
	4.02	Conditions to all Credit Extensions	97
	 	 	 
	ARTICLE V	REPRESENTATIONS AND WARRANTIES	98
	 	 	 
	5.01	Existence, Qualification and Power	98
	 	 	 
	5.02	Authorization; No Contravention	99
	 	 	 
	5.03	Governmental Authorization; Other Consents	99
	 	 	 
	5.04	Binding Effect	99
	 	 	 
	5.05	Financial Statements; No Material Adverse Effect	99
	 	 	 
	5.06	Litigation	100
	 	 	 
	5.07	No Default	100
	 	 	 
	5.08	Ownership of Property	100
	 	 	 
	5.09	Environmental Compliance	101
	 	 	 
	5.10	Insurance	101
	 	 	 
	5.11	Taxes	101
	 	 	 
	5.12	ERISA Compliance	102
	 	 	 
	5.13	Margin Regulations; Investment Company Act	102
	 	 	 
	5.14	Disclosure	102
	 	 	 
	5.15	Compliance with Laws	103
	 	 	 
	5.16	Solvency	103
	 	 	 
	5.17	Sanctions Concerns and Anti-Corruption Laws	103
	 	 	 
	5.18	Subsidiaries; Equity Interests; Loan Parties	103
	 	 	 
	5.19	Collateral Representations	104
	 	 	 
	5.20	EEA Financial Institutions	105


 




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table of contents

(continued)


 


	 	 	Page
	 	 	 
	5.21	Intellectual Property; Licenses, Etc	105
	 	 	 
	5.22	Labor Matters	105
	 	 	
	5.23	Beneficial Ownership Certification	105
	 	 	
	ARTICLE VI	AFFIRMATIVE COVENANTS	105
	 	 	 
	6.01	Financial Statements	106
	 	 	 
	6.02	Certificates; Other Information	106
	 	 	 
	6.03	Notices	109
	 	 	 
	6.04	Payment of Obligations	110
	 	 	 
	6.05	Preservation of Existence, Etc	110
	 	 	 
	6.06	Maintenance of Properties	110
	 	 	 
	6.07	Maintenance of Insurance	110
	 	 	 
	6.08	Compliance with Laws	111
	 	 	 
	6.09	Books and Records	111
	 	 	 
	6.10	Inspection and Audit Rights	111
	 	 	 
	6.11	Use of Proceeds	112
	 	 	 
	6.12	Material Contracts	112
	 	 	 
	6.13	Covenant to Guarantee Obligations	112
	 	 	
	6.14	Covenant to Give Security	112
	 	 	 
	6.15	Ownership of Subsidiaries	114
	 	 	 
	6.16	Further Assurances	115
	 	 	 
	6.17	Anti-Corruption Laws	115
	 	 	 
	6.18	KYC and Beneficial Ownership Regulation Documentation	115
	 	 	 
	ARTICLE VII	NEGATIVE COVENANTS	115
	 	 	 
	7.01	Liens	115
	 	 	 
	7.02	Indebtedness	117
	 	 	 
	7.03	Investments	119
	 	 	 
	7.04	Fundamental Changes	121
	 	 	 
	7.05	Dispositions	121
	 	 	 
	7.06	Restricted Payments; Certain Payments in Respect of Indebtedness	122
	 	 	 
	7.07	Change in Nature of Business	123
	 	 	 
	7.08	Transactions with Affiliates	124


 




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table of contents

(continued) 


 


	 	 	Page
	 	 	 
	7.09	Burdensome Agreements	124
	 	 	 
	7.10	Use of Proceeds	124
	 	 	 
	7.11	Financial Covenants	125
	 	 	 
	7.12	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes	125
	 	 	 
	7.13	Sale and Leaseback Transactions	125
	 	 	 
	7.14	Sanctions	125
	 	 	 
	7.15	Anti-Corruption Laws	126
	 	 	 
	7.16	Amendment of Material Documents	126
	 	 	 
	7.17	Required Guarantors	126
	 	 	 
	ARTICLE VIII	EVENTS OF DEFAULT AND REMEDIES	126
	 	 	 
	8.01	Events of Default	126
	 	 	 
	8.02	Remedies upon Event of Default	129
	 	 	 
	8.03	Application of Funds	129
	 	 	 
	ARTICLE IX	ADMINISTRATIVE AGENT	131
	 	 	 
	9.01	Appointment and Authority	131
	 	 	 
	9.02	Rights as a Lender	131
	 	 	 
	9.03	Exculpatory Provisions	132
	 	 	 
	9.04	Reliance by Administrative Agent	133
	 	 	 
	9.05	Delegation of Duties	133
	 	 	 
	9.06	Resignation of Administrative Agent	134
	 	 	 
	9.07	Non-Reliance on Administrative Agent and Other Lenders	135
	 	 	 
	9.08	No Other Duties, Etc	135
	 	 	 
	9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	135
	 	 	 
	9.10	Collateral and Guaranty Matters	137
	 	 	 
	9.11	Secured Cash Management Agreements and Secured Hedge Agreements	138
	 	 	 
	9.12	ERISA Representation	138
	 	 	 
	ARTICLE X	MISCELLANEOUS	140
	 	 	 
	10.01	Amendments, Etc	140
	 	 	 
	10.02	Notices; Effectiveness; Electronic Communications	143
	 	 	 
	10.03	No Waiver; Cumulative Remedies; Enforcement	145
	 	 	 


 




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table of contents

(continued)




 


	 	 	Page
	 	 	 
	10.04	Expenses; Indemnity; Damage Waiver	146
	 	 	 
	10.05	Payments Set Aside	148
	 	 	 
	10.06	Successors and Assigns	148
	 	 	 
	10.07	Treatment of Certain Information; Confidentiality	154
	 	 	 
	10.08	Right of Setoff	155
	 	 	 
	10.09	Interest Rate Limitation	155
	 	 	 
	10.10	Counterparts; Integration; Effectiveness	156
	 	 	 
	10.11	Survival of Representations and Warranties	156
	 	 	 
	10.12	Severability	156
	 	 	 
	10.13	Replacement of Lenders	157
	 	 	 
	10.14	Governing Law; Jurisdiction; Etc	157
	 	 	 
	10.15	Waiver of Jury Trial	159
	 	 	 
	10.16	No Advisory or Fiduciary Responsibility	159
	 	 	 
	10.17	Electronic Execution	160
	 	 	 
	10.18	USA PATRIOT Act Notice	160
	 	 	 
	10.19	Keepwell	160
	 	 	 
	10.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	161
	 	 	 
	10.21	Judgment Currency	161
	 	 	 
	10.22	ENTIRE AGREEMENT	162


 




    -v- 


     


    

 


table
of contents


(continued)




 


BORROWER PREPARED SCHEDULES


 


	 	Schedule 5.10	Insurance
	 	 	 
	 	Schedule 5.11	Tax Sharing Agreements
	 	 	 
	 	Schedule 5.18(a)	Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments
	 	 	 
	 	Schedule 5.18(b)	Loan Parties
	 	 	 
	 	Schedule 5.19(b)	Intellectual Property
	 	 	 
	 	Schedule 5.19(c)	Commercial Tort Claims
	 	 	 
	 	Schedule 5.19(d)	Pledged Equity Interests
	 	 	 
	 	Schedule 7.01	Existing Liens
	 	 	 
	 	Schedule 7.02	Existing Indebtedness
	 	 	 
	 	Schedule 7.03	Existing Investments


 





ADMINISTRATIVE AGENT PREPARED SCHEDULES


 


	 	Schedule 1.01(a)	Certain Addresses for Notices
	 	 	 
	 	Schedule 1.01(b)	Initial Commitments and Applicable Percentages
	 	 	 
	 	Schedule 1.01(d)	Existing Letters of Credit


 





EXHIBITS


 





	 	Exhibit A	Form of Administrative Questionnaire
	 	 	 
	 	Exhibit B	Form of Assignment and Assumption
	 	 	 
	 	Exhibit C	Form of Compliance Certificate
	 	 	 
	 	Exhibit D	Form of Loan Notice
	 	 	 
	 	Exhibit E-1	Form of Revolving Note
	 	 	 
	 	Exhibit E-2	Form of Term Note
	 	 	 
	 	Exhibit F	Form of Secured Party Designation Notice
	 	 	 
	 	Exhibit G	Form of Swingline Loan Notice
	 	 	 
	 	Exhibit H	Forms of U.S. Tax Compliance Certificates
	 	 	 
	 	Exhibit I	Form of Authorization to Share Insurance Information
	 	 	 
	 	Exhibit J	Form of Notice of Loan Prepayment
	 	 	 
	 	Exhibit K	Form of Letter of Credit Report
	 	 	 
	 	Exhibit L	Designated Borrower Request and Assumption Agreement
	 	 	 
	 	Exhibit M	Designated Borrower Notice
	 	 	 
	 	Exhibit N	Form of Notice of Additional L/C Issuer 







 




    -vi- 


     


    

  


CREDIT AGREEMENT


 


This CREDIT AGREEMENT is
entered into as of July 20, 2018, among Benchmark Electronics, Inc., a Texas corporation
(the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.16 (each a “Designated
Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”),
the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and a L/C Issuer.


 


PRELIMINARY
STATEMENTS:


 


WHEREAS, the Loan
Parties (as hereinafter defined) have requested that the Lenders, the Swingline Lender and each L/C Issuer make loans and other
financial accommodations to the Loan Parties in an aggregate amount of up to $650,000,000.


 


WHEREAS, the Company
intends to use a portion of the proceeds of the Loans to (i) refinance all indebtedness and terminate all commitments under
the Existing Credit Agreement (as defined herein) and (ii) pay the fees, costs and expenses associated with the foregoing and the
negotiation execution and delivery of this Agreement (collectively, the “Transactions” and the fees, costs and
expenses thereof, the “Transaction Costs”).


 


WHEREAS, the Lenders,
the Swingline Lender and each L/C Issuer have agreed to make such loans and other financial accommodations to the Loan Parties
on the terms and subject to the conditions set forth herein.


 


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


 


ARTICLE
I

DEFINITIONS AND ACCOUNTING TERMS


 


		1.01	Defined Terms.



 


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


 


“Acquisition”
means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the
Voting Stock or other Controlling ownership interest in another Person (including the purchase of an option, warrant or convertible
or similar type security to acquire such a Controlling interest at the time it becomes exercisable by the holder thereof), whether
by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities
into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of
the assets of such Person or of a division, line of business or other business unit of such Person.


 


“Additional Secured
Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements
and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges
and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest, expenses 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, expenses and fees are allowed claims in such proceeding; provided
that Additional Secured Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.


 




    	 	-1-	 



     


    

 


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


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 1.01(a) with respect to such currency, or such other address or account with respect to
such currency as the Administrative Agent may from time to time notify the Company and the Lenders.


 


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


 


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


 


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


 


“Agreement”
means this Credit Agreement.


 


“Agreement Currency”
has the meaning specified in Section 10.21.


 


“Alternative Currency”
means each of the following currencies: Euro, Sterling, and Yen, together with each other currency (other than Dollars) that is
approved in accordance with Section 1.09; provided that for each Alternative Currency, such requested currency
is an Eligible Currency.


 


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


 


“Alternative Currency
Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $20,000,000. The Alternative Currency
Sublimit is part of, and not in addition to, the Aggregate Commitments.


 




    	 	-2-	 



     


    

 


“Applicable Percentage”
means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the
ninth decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term Lender’s Term
Commitment at such time and (ii) thereafter, the outstanding principal amount of such Term Lender’s Term Loans at such
time, and (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried
out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at
such time, subject to adjustment as provided in Section 2.17. If the Commitment of all of the Revolving Lenders to make
Revolving Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section
8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the
Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving
Facility most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender in respect
of each Facility is set forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.17 or
Section 2.18, as applicable.


 


“Applicable Rate”
means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated
Leverage Ratio), it being understood that the Applicable Rate for (a) Revolving Loans and that portion of Term Loans that
are comprised of Base Rate Loans shall be the percentage set forth under the column “Base Rate”, (b) Revolving
Loans and that portion of Term Loans that are comprised Eurocurrency Rate Loans shall be the percentage set forth under the column
“Eurocurrency Rate & Letter of Credit Fee”, (c) the Letter of Credit Fee shall be the percentage set
forth under the column “Eurocurrency Rate & Letter of Credit Fee”, and (d) the Commitment Fee shall
be the percentage set forth under the column “Commitment Fee”:


 


	Applicable Rate





	Level	 	Consolidated 

Leverage Ratio	 	Eurocurrency Rate & 

Letter of Credit Fee	 	 	Base Rate	 	 	Commitment Fee	 
	1	 	Less than 0.75x	 	 	1.00	%	 	 	0.00	%	 	 	0.200	%
	2	 	Greater than or equal to 0.75x but less than 1.25x	 	 	1.25	%	 	 	0.25	%	 	 	0.225	%
	3	 	Greater than or equal to 1.25x but less than 1.75x	 	 	1.50	%	 	 	0.50	%	 	 	0.250	%
	4	 	Greater than or equal to 1.75x but less than 2.25x	 	 	1.75	%	 	 	0.75	%	 	 	0.275	%
	5	 	Greater than or equal to 2.25x	 	 	2.00	%	 	 	1.00	%	 	 	0.300	%



 


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 request of the Required Lenders,
Pricing Level 5 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which
such Compliance Certificate is delivered.


 




    	 	-3-	 



     


    

 


Notwithstanding anything to the contrary contained
in this definition, (a) the determination of the Applicable Rate for any period shall be subject to the provisions of Section
2.10(b) and (b) the initial Applicable Rate shall be set forth in Level 2 until the first Business Day immediately following
the date a Compliance Certificate is delivered pursuant to Section 6.02(a) for the first full fiscal quarter to occur following
the Closing Date to the Administrative Agent. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions
then existing or subsequently made or issued.


 


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


 


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


 


“Applicant Borrower”
has the meaning specified in Section 2.16.


 


“Appropriate Lender”
means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds
a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuers and (ii) if
any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the
Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a),
the Revolving Lenders.


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
an Affiliate of an entity that administers or manages a Lender.


 


“Arrangers”
means (a) Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank
of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’
investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement)
and (b) Bank of the West, in each case in its capacity as a joint lead arranger and a joint bookrunner.


 


“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 B or any other form (including an electronic documentation form generated by use of an electronic platform)
approved by the Administrative Agent.


 




    	 	-4-	 



     


    

 


“Audited Financial
Statements” means the audited Consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended
December 31, 2017, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for
such fiscal year of the Company and its Subsidiaries, including the notes thereto.


 


“Authorization
to Share Insurance Information” means the authorization substantially in the form of Exhibit I (or such other
form as required by each of the Loan Party’s insurance companies).


 


“Availability
Period” means in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of
(i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant
to Section 2.06, and (iii) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans
and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.


 


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


 


“Bail-In Legislation”
means, 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 for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


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


 


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


 


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


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership 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”.


 




    	 	-5-	 



     


    

 


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


 


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


 


“Borrowing”
means a Revolving Borrowing, a Swingline Borrowing or a Term Borrowing, as the context may require.


 


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


 


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


 


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


 


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


 


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


 


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP and any obligations of such Person under any synthetic
lease financing whether or not such obligation is classified as a capital lease under GAAP.


 




    	 	-6-	 



     


    

 


“Cash Collateralize”
means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or
Swingline Lender (as applicable) or the Lenders, as collateral for L/C Obligations, the Obligations in respect of Swingline Loans,
or obligations of the Revolving Lenders to fund participations in respect of either thereof (as the context may require), (a) cash
or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to
the Administrative Agent and the applicable L/C Issuer, and/or (c) if the Administrative Agent and the applicable L/C Issuer or
Swingline Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation
in form and substance satisfactory to the Administrative Agent and such L/C Issuer or Swingline Lender (as applicable). “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral
and other credit support.


 


“Cash Interest
Expense” means, for any Measurement Period, the sum of all cash (or cash equivalent) payments of interest and prepayment
charges and dividend payments on Disqualified Stock, if any, including, without limitation, all net amounts payable (or receivable)
under interest rate protection agreements and all imputed interest in respect of Capital Lease Obligations paid by the Company
and its Restricted Subsidiaries on a Consolidated basis during such Measurement Period (net of any interest income); provided,
that Cash Interest Expense shall exclude any one-time financing fees, including those paid in connection with the Transactions
or any amendment of this Agreement.


 


“Cash Management
Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,
including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards),
funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox,
account reconciliation and reporting and trade finance services and other cash management services.


 


“Cash Management
Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters into
a Cash Management Agreement with a Loan Party or any Restricted Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at
the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party or any Restricted
Subsidiary, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender
or such Person’s Affiliate ceased to be a Lender); provided, however, that for any of the foregoing to be included
as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable
Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured
Party Designation Notice to the Administrative Agent prior to such date of determination.


 


“CFC”
means a “controlled foreign corporation” within the meaning of section 957(a) of the Code.


 


“CFC Holdco”
means a Domestic Subsidiary that has no material assets other than capital stock of one or more Foreign Subsidiaries that are CFCs,
including the indirect ownership of such Equity Interests through one or more Domestic Subsidiaries that have no other material
assets.


 




    	 	-7-	 



     


    

 


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


 


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


 


(a)       any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, directly or indirectly, of 50% or more of the Equity
Interests of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on
a fully-diluted basis; or


 


(b)       during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first
day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals
referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved
by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body; or


 


(c)       a
“change of control” or any comparable term under, and as defined in, any Subordinated Debt Documents or any
other Material Indebtedness shall have occurred.


 


“Closing Date”
means the date hereof.


 


“Closing Date
Term Loans” means the Term Loans advanced on the Closing Date.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is
or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the
benefit of the Secured Parties.


 




    	 	-8-	 



     


    

 


“Collateral Documents”
means, collectively, the Security Agreement, each of the collateral assignments, security agreements, pledge agreements or other
similar agreements delivered to the Administrative Agent pursuant to Section 6.14, and each of the other agreements, instruments
or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Collateral Release
Date” has the meaning set forth in Section 6.14(d).


 


“Collateral Trigger
Event” means the first date on which two (or more) of the Rating Agencies no longer maintain an Investment Grade Rating.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Consolidated
EBITDA” means, for the Company and its Restricted Subsidiaries for any Measurement Period, without duplication, the Consolidated
Net Income for such Measurement Period plus, to the extent deducted in determining such Consolidated Net Income, (a) Cash
Interest Expense, (b) depreciation and amortization, (c) other non-cash, non-recurring charges, (d) income tax expense (including
state franchise taxes based upon income) net of income tax receivables and (e) non-capitalized fees and expenses paid during such
period which were incurred in connection with the Transactions and this Agreement plus, to the extent deducted or excluded
in determining such Consolidated Net Income, cash distributions from Unrestricted Subsidiaries to the extent actually received
by the Company or any Restricted Subsidiary.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most
recently completed Measurement Period, calculated on a Pro Forma Basis, to (b) Cash Interest Expense for the most recently
completed Measurement Period, calculated on a Pro Forma Basis.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness as of such
date (after giving effect to any incurrence or prepayment of Indebtedness on such date) to (b) Consolidated EBITDA for the
most recently completed Measurement Period, calculated on a Pro Forma Basis.


 




    	 	-9-	 



     


    

 


“Consolidated
Net Income” means, for any Person for any period, the net income (or loss) of such Person and its subsidiaries during
the most recently completed Measurement Period, calculated and consolidated or combined in accordance with GAAP; provided
that there shall be excluded from such net income (to the extent otherwise included therein) the following: (a) any non-cash, non-recurring
charges, (b) gains or losses attributable to property sales not in the ordinary course of business (as determined in good faith
by the management of the Company), (c) the cumulative effect of a change in accounting principles and any gains or losses attributable
to write-ups or write-downs of assets, (d) the net income (or loss) of any Person that is not a Restricted Subsidiary or that is
accounted for by the equity method of accounting, provided that the income of such Person will be included to the extent
of the amount of dividends or similar distributions paid in cash (or converted to cash) to the specified Person or a Restricted
Subsidiary of the Person and (e) the net income (or loss) attributable to the minority equity interests of third parties in any
non-Wholly Owned Subsidiary.


 


“Consolidated
Net Tangible Assets” means the total assets of the Company and its Restricted Subsidiaries less, without duplication,
(a) intangible assets including, without limitation, goodwill, research and development costs, trademarks, trade names, patents,
franchises, copyrights, licenses and like general intangibles, experimental or organizational expense, unamortized debt discount
and expense carried as an asset, all reserves and any write-up in the book of value of assets made after the Closing Date (other
than write-ups of assets of a going concern business made within 12 months after the acquisition of such business), net of accumulated
amortization and (b) all reserves for depreciation and other asset valuation reserves (but excluding reserves for federal, state
and other income taxes). Consolidated Net Tangible Assets shall be determined on a Pro Forma Basis.


 


“Consolidated
Total Indebtedness” means, as of any date, the sum of (a) the aggregate principal amount of Indebtedness of the Company
and its Restricted Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared
as of such date on a Consolidated basis in accordance with GAAP, plus (b) the aggregate principal amount of Indebtedness of the
Company and its Restricted Subsidiaries outstanding as of such date that is not required to be reflected on a balance sheet in
accordance with GAAP, determined on a Consolidated basis; provided  that, for purposes of clause (b) above, the
term “Indebtedness” shall not include contingent obligations of the Company or any Restricted Subsidiary as an account
party in respect of any letter of credit or letter of guaranty unless such letter of credit or letter of guaranty supports an obligation
that constitutes Indebtedness.


 


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


 


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


 


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


 




    	 	-10-	 



     


    

 


“Debt Rating”
means, as to each Rating Agency and on any day, the rating maintained by such Rating Agency on such day for senior, unsecured,
non-credit enhanced long-term debt of the Company.


 


“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.


 


“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 Rate”
means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess
of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available,
a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus
two percent (2%), in each case, to the fullest extent permitted by applicable Law.


 


“Defaulting Lender”
means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans
within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrowers 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, the Swingline Lender or
any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of
Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrowers, the Administrative
Agent, any L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder,
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 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 (3) Business Days after written request by the Administrative
Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective
funding obligations hereunder (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) other than
via an Undisclosed Administration, 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, in the good
faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any such proceeding or appointment or (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, and the effective date of such status,
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section
2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall
be delivered by the Administrative Agent to the Borrower, each L/C Issuer, the Swingline Lender and each other Lender promptly
following such determination.


 




    	 	-11-	 



     


    

 


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


 


“Designated Borrower
Notice” means the notice substantially in the form of Exhibit M attached hereto.


 


“Designated Borrower
Request and Assumption Agreement” means the notice substantially in the form of Exhibit Q attached hereto.


 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license (on an exclusive basis), lease or other disposition (including
any Sale and Leaseback Transaction) of any property by any Loan Party or Subsidiary (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, but excluding any Involuntary Disposition.


 


“Disqualified
Stock” means, with respect to any person, any Equity Interests of such person that, by their terms (or by the terms of
any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening
of any event or condition (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or
are mandatorily redeemable (other than solely for Qualified Equity Interests of the Company), pursuant to a sinking fund obligation
or otherwise, (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests of the Company),
in whole or in part, (c) provides for scheduled, mandatory payments of dividends in cash, or (d) are or become convertible into
or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in the case of each of
the foregoing clauses (a), (b), (c) and (d), (A) prior to the date that is ninety-one (91) days after the Maturity Date in effect
at the time of issuance thereof and (B) except 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 Secured Obligations that are accrued and payable and the termination of the Commitments (provided, that only
the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so
redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock).  Notwithstanding
the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of the Company or the
Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required
to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations or as a result of such employees’
termination, death or disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person
to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be
Disqualified Stock.


 




    	 	-12-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Eligible Currency”
means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the
international interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated.
If, after the designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange
regulations or any change in the national or international financial, political or economic conditions are imposed in the country
in which such currency is issued, result in, in the reasonable opinion of the Administrative Agent, the Appropriate Lenders (in
the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of
Credit to be denominated in an Alternative Currency), (a) such currency no longer being readily available, freely transferable
and convertible into Dollars, (b) a Dollar Equivalent is no longer readily calculable with respect to such currency, (c) providing
such currency is impracticable for the Lenders or (d) no longer a currency in which the Revolving Lenders are willing to make such
Credit Extensions (each of (a), (b), (c), and (d) a “Disqualifying Event”), then the Administrative Agent shall
promptly notify the Lenders and the Company, and such country’s currency shall no longer be an Alternative Currency until
such time as the Disqualifying Event(s) no longer exist. Within, five (5) Business Days after receipt of such notice from the Administrative
Agent, the Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into
the Dollar Equivalent of Loans in Dollars, subject to the other terms contained herein.


 




    	 	-13-	 



     


    

 


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


 


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


 


“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 convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination (provided, however, that debt securities that are or by
their terms may be convertible or exchangeable into or for Equity Interests shall not be Equity Interests prior to conversion or
exchange thereof).


 


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


 


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


 




    	 	-14-	 



     


    

 


“ERISA Event”
means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect
to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of any
unpaid “minimum required contribution” (as defined in Section 430 of the Code or Section 303 of ERISA), whether or
not waived, or with respect to a Multiemployer Plan, any failure to make a required contribution; (c) the filing pursuant to Section
412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence
by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal (including
under Section 4062(e) of ERISA) from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of
Title IV of ERISA, or is in “endangered” or “critical” status, within the meaning of Section 432 of the
Code or Section 305 of ERISA.


 


“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.


 


“Euro”
and “€” mean the single currency of the Participating Member States.


 


“Eurocurrency
Rate” means:


 


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


 


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


 


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


 


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


 




    	 	-15-	 



     


    

 


provided that (i) to the extent a comparable
or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved
rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market
practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent and (ii) if the Eurocurrency Rate shall be less than zero, such rate shall be
deemed zero for purposes of this Agreement.


 


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


 


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


 


“Excluded Property”
means (i) any fee-owned real property and any leasehold interest in real property, (ii) motor vehicles and other assets subject
to certificates of title, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement,
(iii) commercial tort claims, except to the extent a security interest therein can be accomplished by the filing of a UCC financing
statement (it being understood that no actions shall be required to perfect a security interest in commercial tort claims, other
than the filing of a UCC financing statement), (iv) governmental licenses or state or local franchises, charters and authorizations
and any other property and assets to the extent that the grant of security interests therein are prohibited or restricted thereby
or under applicable laws (including, without limitation, rules and regulations of any governmental authority or agency) or the
pledge or creation of a security interest in which would require governmental consent, approval, license or authorization not obtained,
other than to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable law notwithstanding
such prohibition and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the
UCC or other applicable law notwithstanding such prohibition, (v) any lease, license or agreement or any property subject to a
purchase money security interest, Capital Lease Obligations or similar arrangement permitted under this Agreement, in each case,
to the extent the grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase
money or similar arrangement or create a right of termination in favor of any other party thereto (other than the Company or any
other Loan Party) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, other than
proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding
such prohibition, (vi) letter of credit rights, except to the extent a security interest therein can be accomplished by the filing
of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter of
credit rights, other than the filing of a UCC financing statement), (vii) any intent-to-use trademark application prior to the
filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the
extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the
validity or enforceability of such intent-to-use trademark application under applicable federal law, (viii) any Excluded Securities,
(ix) for the avoidance of doubt, any assets owned by, or the Equity Interests of, any Unrestricted Subsidiary (which shall in no
event constitute Collateral hereunder, nor shall any Unrestricted Subsidiary be a Loan Party hereunder), (x) any property subject
to an enforceable contractual obligation binding on the assets that existed at the time of the acquisition thereof and was not
created or made binding on the assets in contemplation or in connection with the acquisition of such assets, to the extent the
grant of a security interest therein is restricted by or would violate such contractual obligation or create a right of termination
in favor of any other party thereto (other than the Company or any other Loan Party) after giving effect to the applicable anti-assignment
provisions of the UCC or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly
deemed effective under the UCC or other applicable law notwithstanding such prohibition and (xi) assets in circumstances where
the cost or other consequences of obtaining or perfecting a security interest in favor of the Secured Parties under the Collateral
Documents in such assets (including any adverse Tax consequences to any of the Loan Parties) are likely to be excessive in light
of the practical benefit to the Lenders afforded thereby as reasonably determined by the Company and the Administrative Agent.


 




    	 	-16-	 



     


    

 


“Excluded Securities”
means any of the following:


 


(a)       any
Equity Interests or Indebtedness with respect to which the Administrative Agent and the Company reasonably agree that the cost
or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Collateral Documents
(including any adverse Tax consequences) would be excessive in light of the practical benefit to the Lenders afforded thereby;


 


(b)       any
Equity Interests or Indebtedness to the extent, and for so long as, the pledge thereof would be prohibited by any applicable Law;


 


(c)       any
Equity Interests of any Person that is not a Wholly Owned Subsidiary to the extent (x) such Subsidiary does not constitute a Material
Subsidiary or (y) (A) that a pledge thereof to secure the Secured Obligations is prohibited by (i) any applicable organizational
documents, joint venture agreement, shareholder agreement, or similar agreement governing such Equity Interests or (ii) any other
contractual obligation with an unaffiliated third party not in violation of this Agreement but, in the case of this subclause (A),
only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective
by the UCC or any other applicable Law, (B) any organizational documents, joint venture agreement, shareholder agreement, or similar
agreement governing such Equity Interests (or other applicable contractual obligation referred to in subclause (A)(ii) above)
prohibits such a pledge without the consent of any other party but, in the case of this subclause (B) (other than with respect
to joint venture agreements), only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable
or otherwise deemed ineffective by the UCC or any other applicable Law; provided, that this clause (B) shall not apply if
(1) such other party is a Loan Party or a Wholly Owned Subsidiary or (2) consent has been obtained to consummate such pledge (it
being understood that the foregoing shall not be deemed to obligate the Company or any Subsidiary to obtain any such consent) and
for so long as such organizational documents, joint venture agreement, shareholder agreement or similar agreement (or other contractual
obligation referred to in subclause (A)(ii) above) or replacement or renewal thereof is in effect, or (C) a pledge thereof
to secure the Secured Obligations would give any other party (other than a Loan Party or a Wholly Owned Subsidiary) to any organizational
documents, joint venture agreement, shareholder agreement or similar agreement governing such Equity Interests the right to terminate
its obligations thereunder, but only to the extent, and for so long as, such right of termination is not terminated or rendered
unenforceable or otherwise deemed ineffective by the UCC or any other applicable Law;


 




    	 	-17-	 



     


    

 


(d)       any
Equity Interests of any Unrestricted Subsidiary;


 


(e)       any
margin stock (within the meaning of Regulation U issued by the FRB); and


 


(f)       voting
Equity Interests in (i)(A) any Foreign Subsidiary that is a CFC or (B) any CFC Holdco, in each case, in excess of 65% of all such
voting Equity Interests and (ii) all Equity Interests in any Domestic Subsidiary or Foreign Subsidiary in each case that is owned
by a Foreign Subsidiary that is a CFC.


 


“Excluded Subsidiary”
means any of the following:


 


(a)       each
Subsidiary that is not a Material Subsidiary,


 


(b)       each
Domestic Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary),


 


(c)       each
Domestic Subsidiary that is prohibited from Guaranteeing or granting Liens to secure the Obligations by any Law or that would require
consent, approval, license or authorization of a Governmental Authority to Guarantee or grant Liens to secure the Obligations (unless
such consent, approval, license or authorization has been received),


 


(d)       each
Domestic Subsidiary that is prohibited by any applicable contractual requirement from Guaranteeing or granting Liens to secure
the Obligations existing on the Closing Date or existing at the time such Subsidiary becomes a Subsidiary not in violation of this
Agreement (and for so long as such restriction or any replacement or renewal thereof is in effect),


 


(e)       any
Foreign Subsidiary,


 


(f)       any
Domestic Subsidiary (i) that is a CFC Holdco or (ii) that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a
CFC,


 


(g)       any
other Domestic Subsidiary with respect to which the Administrative Agent and the Company reasonably agree that the cost or other
consequences (including any Tax consequences) of providing a Guarantee of or granting Liens to secure the Obligations would be
excessive in relation to the practical benefit to the Lenders afforded thereby, and


 


(h)       each
Unrestricted Subsidiary.


 




    	 	-18-	 



     


    

 


“Excluded Swap
Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of
the Guaranty of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason
to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving
effect to Section 10.19 and any other keepwell, support or other agreement for the benefit of such Loan Party and any and
all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party,
or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under
a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation
that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence
of this definition.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant
to an assignment request by the Borrowers under Sections 3.06 and 10.13) or (ii) such Lender changes its Lending
Office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e)
and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“Existing Credit
Agreement” means that certain Credit Agreement dated as of November 12, 2015, among the Company, the borrowing subsidiaries
party thereto, the lenders party thereto, and JPMorgan, as administrative agent and collateral agent.


 


“Existing Letters
of Credit” means those certain letters of credit set forth on Schedule 1.01(d).


 


“Facility”
means the Term Facility or the Revolving Facility, as the context may require.


 


“Facility Office”
means the office designated by the applicable Lender through which such Lender will perform its obligations under this Agreement.


 


“Facility Termination
Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated,
(b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit
have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the
Administrative Agent and the applicable L/C Issuer shall have been made).


 




    	 	-19-	 



     


    

 


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


 


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


 


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


 


“Fee Letter”
means the letter agreement, dated June 28, 2018, among the Company, Bank of America, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.


 


“Fitch”
means Fitch Ratings Inc., and any successor thereto.


 


“Foreign Lender”
means, with respect to any Borrower, a Lender that is not a U.S. Person.


 


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


 


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


 


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


 


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


 




    	 	-20-	 



     


    

 


“GAAP”
means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the
accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances
as of the date of determination, consistently applied and subject to Section 1.03.


 


“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, without
limitation, any supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantee”
means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of the kind described in the definition thereof 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, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness
or other obligation, (b) 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, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation, or (d) as an account party in respect of any letter
of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 


“Guarantors”
means, collectively, (a) the Subsidiaries of the Company as are or may from time to time become parties to the Guaranty pursuant
to Section 6.13, (b) with respect to Additional Secured Obligations owing by any Loan Party or any of its Restricted Subsidiaries
and any Swap Obligation of a Specified Loan Party under the Guaranty, each Borrower, and (c) with respect to Obligations owing
by any Designated Borrower, the Company.


 


“Guaranty”
means, collectively, each Guaranty, dated as of even date herewith, made by the applicable Guarantors in favor of the Secured Parties,
together with each other guaranty and guaranty supplement delivered pursuant to Sections 6.13 or Section 2.16.


 


“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, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants
or compounds of any nature in any form regulated pursuant to any Environmental Law.


 




    	 	-21-	 



     


    

 


“Hedge Bank”
means any Person in its capacity as a party to a Swap Contract with a Loan Party or a Restricted Subsidiary that, (a) at the
time it enters into a Swap Contract, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes
a Lender, is a party to a Swap Contract, in each case, in its capacity as a party to such Swap Contract (even if such Person ceases
to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of a Secured Hedge Agreement
with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the
stated termination date (without extension or renewal) of such Secured Hedge Agreement and provided further that for any
of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative
Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered
a Secured Party Designation Notice to the Administrative Agent prior to such date of determination (it being understood that one
Secured Party Designation Notice with respect to a specified Master Agreement may designate all transactions thereunder as being
collectively a “Secured Hedge Agreement”, without the need for separate Secured Party Designation Notices for each
individual transactions thereunder).


 


“Honor Date”
has the meaning set forth in Section 2.03(c).


 


“Incremental Revolving
Facility” has the meaning set forth in Section 2.17(a).


 


“Incremental Term
Facility” has the meaning set forth in Section 2.18(a).


 


“Incremental Term
Facility Amendment” has the meaning set forth in Section 2.18.


 


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


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or similar instruments, (c) all obligations of such Person under
conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such
Person in respect of the deferred purchase price of property or services (excluding accounts and trade payables payable incurred
in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or
not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital
Lease Obligations and Sale and Leaseback Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person
as an account party in respect of letters of credit and letters of guaranty, (i) the amount of all obligations of such Person with
respect to the mandatory redemption, mandatory repayment or other mandatory repurchase of any Disqualified Stock of the Company
(excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock) and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the
extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.


 




    	 	-22-	 



     


    

 


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


 


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


 


“Information”
has the meaning specified in Section 10.07.


 


“Intellectual
Property” has the meaning set forth in the Security Agreement.


 


“Intercompany
Debt” means any Indebtedness of the Company or any Subsidiary owed to and held by the Company or any Wholly Owned Subsidiary;
provided  that any subsequent issuance or transfer of any Equity Interest which results in any such Wholly Owned Subsidiary
ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Wholly
Owned Subsidiary) shall be deemed, in each case, to constitute a new incurrence of Indebtedness other than Intercompany Debt by
the issuer thereof.


 


“Interest Payment
Date” means, (a) as to any Eurocurrency Rate 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 Eurocurrency Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning
of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swingline Loan, the last
Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with
Swingline Loans being deemed made under the Revolving Facility for purposes of this definition).


 


“Interest Period”
means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted
to or continued as a Eurocurrency Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter (in
each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the applicable Borrower
in its Loan Notice, or such other period that is twelve months or less requested by the applicable Borrower and consented to by
all of the Appropriate Lenders; 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;


 




    	 	-23-	 



     


    

 


(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; and


 


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


 


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


 


“Investment Grade
Date” means the first date on which (a) two of the Rating Agencies maintain an Investment Grade Rating, and (b) the Company
notifies the Administrative Agent in writing of such Investment Grade Rating.


 


“Investment Grade
Rating” means a Debt Rating of the Company equal to or more favorable than (i) Baa3 (stable) from Moody’s, (ii)
BBB- (stable) from S&P, or (iii) BBB- (stable) from Fitch.


 


“Involuntary Disposition”
means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan
Party or any Subsidiary.


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


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


 


“JPMorgan”
means JPMorgan Chase Bank, N.A.


 


“Judgment Currency”
has the meaning specified in Section 10.21.


 




    	 	-24-	 



     


    

 


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


 


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


 


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


 


“L/C Commitment”
means, as to each L/C Issuer (other than JPMorgan), its obligation to issue Letters of Credit to the Company pursuant to Section
2.03 in an aggregate principal amount at any one time outstanding not to exceed the Letter of Credit Sublimit, as such amount
may be adjusted from time to time in accordance with this Agreement.


 


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


 


“L/C Issuer”
means with respect to a particular Letter of Credit, (a) Bank of America in its capacity as issuer of such Letter of Credit, or
any successor issuer thereof, (b) solely with respect to Existing Letters of Credit (and for so long as such Existing Letters
of Credit are outstanding), JPMorgan in its capacity as issuer of such Existing Letters of Credit, (c) such other Lender selected
by the Company from time to time to issue such Letter of Credit (provided that no Lender shall be required to become an
L/C Issuer pursuant to this subclause (c) without such Lender’s consent), or any successor issuer thereof or (d) any
Lender selected by the Company (with the prior consent of the Administrative Agent) to replace a Lender who is a Defaulting Lender
at the time of such Lender’s appointment as an L/C Issuer (provided that no Lender shall be required to become an
L/C Issuer pursuant to this subclause (d) without such Lender’s consent), or any successor issuer thereof.


 


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


 




    	 	-25-	 



     


    

 


“Lender”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes
a “Lender” in accordance with this Agreement and, their successors and assigns and, unless the context requires
otherwise, includes the Swingline Lender.


 


“Lending Office”
means, as to the Administrative Agent, each L/C Issuer or any Lender, the office or offices of such Person described as such in
such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the
Company and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch of
such Person or such Affiliate.


 


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


 


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


 


“Letter of Credit
Expiration Date” means the day that is seven (7) days prior to the Maturity Date then in effect for the Revolving Facility
(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(h).


 


“Letter of Credit
Report” means a certificate substantially the form of Exhibit K or any other form approved by the Administrative
Agent.


 


“Letter of Credit
Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the Revolving Facility. The Letter
of Credit Sublimit is part of, and not in addition to, the Revolving Facility.


 


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


 


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


 


“LIBOR Screen
Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to
time).


 


“LIBOR Successor
Rate” has the meaning set forth in Section 3.07(c).


 


“LIBOR Successor
Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition
of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative
matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible
or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as
the Administrative Agent determines in consultation with the Company).


 




    	 	-26-	 



     


    

 


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


 


“Loan”
means an extension of credit by a Lender to a Borrower under Article II in the form of a Term Loan, a Revolving Loan or
a Swingline Loan.


 


“Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the
Fee Letter, (f) each Issuer Document, (g) any agreement creating or perfecting rights in Cash Collateral pursuant to
the provisions of Section 2.14, (h) each Designated Borrower Request and Assumption Agreement and (i) all
other certificates, agreements, documents and instruments executed and delivered, in each case, by or on behalf of any Loan Party
pursuant to the foregoing (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement); provided,
however, that for purposes of Section 10.01, “Loan Documents” shall mean this Agreement, the Guaranty
and the Collateral Documents.


 


“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
Eurocurrency Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit D or such
other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable
Borrower.


 


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


 


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


 


“Mandatory Cost”
means any amount incurred periodically by any Lender during the term of the Facility which constitutes fees, costs or charges imposed
on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation, or has its Facility Office by
any Governmental Authority.


 


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


 




    	 	-27-	 



     


    

 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets,
properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Loan Parties and their respective
Subsidiaries, taken as a whole; or (b) a material adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of any Loan Document to which it is a party or the rights or remedies of the Administrative Agent or the
Lenders.


 


“Material Contract”
means, with respect to any Person, each contract, agreement, permit or license material to the business, condition (financial or
otherwise), operations, performance, properties or prospects of such Person as to which the breach, nonperformance, cancellation
or failure to renew by any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Contracts, of any
one or more of the Company and its Restricted Subsidiaries in an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or syndicated credit agreement) exceeding the Threshold
Amount. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company
or any Restricted Subsidiary in respect of any Swap Contract at any time shall be the Swap Termination Value.


 


“Material Subsidiary”
means any Restricted Domestic Subsidiary that, together with its Restricted Subsidiaries, (a) generates more than 5% of Consolidated
EBITDA for the four (4) fiscal quarter period most recently ended or (b) has total assets (including equity interests in other
Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 5% of the Consolidated
total assets of the Company and its Restricted Subsidiaries as of the end of the most recent four (4) fiscal quarters; provided,
however, that if at any time there are Restricted Domestic Subsidiaries which are not classified as “Material Subsidiaries”
but which collectively (i) generate more than 10% of Consolidated EBITDA or (ii) have total assets (including equity
interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 10%
of the Consolidated total assets of the Company and its Restricted Subsidiaries, then the Company shall promptly designate one
or more of such Restricted Domestic Subsidiaries as Material Subsidiaries and cause any such Restricted Domestic Subsidiaries to
comply with the provisions of Section 6.13 such that, after such Restricted Domestic Subsidiaries become Guarantors hereunder,
the Restricted Domestic Subsidiaries that are not Guarantors shall (A) generate less than 10% of Consolidated EBITDA and (B) have
total assets of less than 10% of the Consolidated total assets of the Company and its Restricted Subsidiaries.


 


“Maturity Date”
means with respect to the each of the Revolving Facility and Term Facility, July 20, 2023; provided, however, that,
in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.


 


“Measurement Period”
means, at any date of determination, the most recently completed four (4) fiscal quarters of the Company (or, for purposes of determining
Pro Forma Compliance, the most recently completed four (4) fiscal quarters of the Company for which financial statements have been
delivered).


 




    	 	-28-	 



     


    

 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided
to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to 105%
of the Fronting Exposure of the applicable L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with
respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section
2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and
(c) otherwise, an amount determined by the Administrative Agent and the applicable L/C Issuer in their sole discretion.


 


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


 


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


 


“New Revolving
Lender” has the meaning set forth in Section 2.17(c).


 


“New Term Lender”
has the meaning set forth in Section 2.18(c).


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of
all Lenders or all affected Lenders, or all Lenders or all affected Lenders in a Facility, in accordance with the terms of Section
10.01 and (b) has been approved by the Required Lenders, Required Revolving Lenders or Required Term Lenders, as applicable.


 


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


 


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


 


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


 


“Notice of Additional
L/C Issuer” means a certificate substantially in the form of Exhibit N or any other form approved by the
Administrative Agent.


 


“Notice of Loan
Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit
J or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic
transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.


 


“Obligations”
means (a) 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 and (b) all costs and expenses incurred in connection
with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate
thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Obligations of a Loan Party
shall exclude any Excluded Swap Obligations with respect to such Loan Party.


 




    	 	-29-	 



     


    

 


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


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement or limited liability company
agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (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 (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to
all entities, 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 (or equivalent or comparable documents
with respect to any non-U.S. jurisdiction).


 


“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, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment or designation made pursuant to Section 3.06).


 


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


 




    	 	-30-	 



     


    

 


“Outstanding
Receivables Transaction Amount” means, at any time of determination, the excess of (i) the face amount of all
Receivables disposed of pursuant to Section 7.05(f) prior to such time of determination minus (ii) any amount included
in clause (i) above that is attributable to Receivables with a stated due date prior to such time of determination.


 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate
and (ii) an overnight rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swingline Lender, as
the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated
in an Alternative Currency, an overnight rate determined by the Administrative Agent or the applicable L/C Issuer, as the case
may be, in accordance with banking industry rules on interbank compensation.


 


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


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Permitted Acquisition”
means an Acquisition that is permitted pursuant to Section 7.03(f).


 


“Permitted Encumbrances”
means:


 


(a)       Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.11;


 


(b)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in
the ordinary course of business and securing obligations that are not overdue by more than 90 days or are being contested in compliance
with Section 5.11;


 


(c)       pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations;


 


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


 


(e)       judgment
liens in respect of judgments that do not constitute an Event of Default under Section 8.01(h);


 


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


 




    	 	-31-	 



     


    

 


(g)       any
obligations or duties affecting any of the property of the Company or the Subsidiaries to any municipality or public authority
with respect to any franchise, grant, license or permit which do not materially impair the use of such property for the purposes
for which it is held;


 


(h)       Liens
arising from precautionary UCC financing statements regarding operating leases; and


 


(i)       Liens
arising out of consignment or similar arrangements for the sale of goods entered into by the Company or any of its Subsidiaries
in the ordinary course of business;


 


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


 


“Permitted Foreign
Investments” means investments in certificates of deposit, banker’s acceptances and time deposits maturing within
364 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued
or offered by any office of any commercial bank organized under the laws of any jurisdiction outside of the United States of America.


 


“Permitted Investments”
means:


 


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


 


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


 


(c)       investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 364 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State thereof which (i) is a Lender or has
a combined capital and surplus and undivided profits of not less than $500,000,000 and (ii) in the case of any money market
accounts, is a Lender or has short-term credit ratings of at least A1 or P1 by either S&P or Moody’s, respectively;


 


(d)       fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and
entered into with a financial institution satisfying the criteria described in clause (c) above; provided that the Company
shall take possession of all securities purchased by the Company or any Subsidiary under repurchase agreements and shall adhere
to customary margin and mark-to-market procedures with respect to fluctuations in value;


 




    	 	-32-	 



     


    

 


(e)       money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated
AAA by S&P and Aaa by Moody’s or invest solely in the assets described in clauses (a) through (d) above,
and (iii) have portfolio assets of at least $3,000,000,000;


 


(f)       municipal
(tax-exempt) investments with a rating of AAA or equivalent rating from at least two of Moody’s, S&P and Fitch, and a
maximum maturity of one year (for securities where the interest rate is adjusted periodically (e.g.  floating rate securities),
the interest rate reset date will be used to determine the maturity date); and


 


(g)       variable
rate notes issued by, or guaranteed by, any state agency, municipality or domestic corporation rated A-1 (or the equivalent thereof)
or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within 364 days from the date of
acquisition (the interest rate reset date will be used to determine the maturity date).


 


“Permitted Liens”
has the meaning set forth in Section 7.01.


 


“Permitted
Receivables Transaction” means (a) a Receivables Transaction pursuant to the Receivables Purchase Facility
Agreement dated as of March 29, 2017, between Branch Banking and Trust Company and the Company, as amended by the First Amendment
to the Receivables Purchase Facility Agreement dated as of June 20, 2018, and (b) any other Receivables Transaction, provided
that, in each case (x) the financing terms, covenants, termination events and other provisions thereof, including any Standard
Receivables Undertakings, shall be market terms (as determined in good faith by the Company) and (y) the aggregate Outstanding
Receivables Transaction Amount at any time in respect of all Receivables Transactions does not exceed $80,000,000.


 


“Permitted Sale
and Leaseback Transaction” means a Sale and Leaseback Transaction, provided that (x) the property subject thereto
consists only of real estate and related improvements and (y) such transaction, together with all other Permitted Sale and
Leaseback Transactions, is otherwise permitted hereunder.


 


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


 


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


 


“Platform”
has the meaning specified in Section 6.02.


 


“Pledged Equity”
has the meaning specified in the Security Agreement.


 


“Pro Forma Basis”
or “Pro Forma Effect”  means, as to any Person, for any events as described below that occur subsequent
to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events
for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred
on the first day of the most recent Measurement Period ended on or before the occurrence of such event:


 




    	 	-33-	 



     


    

 


(a)       any
asset sale and any asset acquisition, Investment (or series of related Investments) (including any Acquisition) in excess of $50,000,000,
capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation,
any dividend, distribution or other similar payment;


 


(b)       the
designation of any Restricted Subsidiary as an Unrestricted Subsidiary or of any Unrestricted Subsidiary as a Restricted Subsidiary;


 


(c)       any
incurrence, repayment, repurchase or redemption of Indebtedness, other than fluctuations in revolving borrowings in the ordinary
course of business (and not resulting from a transaction as described in clause (a) above);


 


(d)       the
above pro forma calculations shall be made in good faith by the chief financial officer, principal accounting officer, treasurer
or controller of the Company who is a Responsible Officer. 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, except to the extent the outstandings thereunder are reasonably
expected to increase as a result of any transactions described in clause (a) above which occurred during the respective
period or thereafter and on or prior to the date of determination. 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 Company
may designate. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the
chief financial officer, principal accounting officer, treasurer or controller of the Company to be the rate of interest implicit
in such Capital Lease Obligation in accordance with GAAP.  For the avoidance of doubt, the above pro forma calculations may
include the amount of synergies and cost savings projected by the Company from actions taken or expected to be taken during the
12-month period following the date of such transaction, net of the amount of actual benefits theretofore realized during such period
from such actions; provided that (x) such amounts are reasonably identifiable, quantifiable and factually supportable
in the good faith judgment of the Company and the Administrative Agent, (y) such synergies and cost savings are directly attributable
to such transaction, and (z)  no amounts shall be added pursuant to this clause (d) to the extent duplicative
of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise,
with respect to such period, and the aggregate amount of cost savings and synergies added pursuant to this clause (d) for
any such period during any such period, shall not exceed 10% of Consolidated EBITDA for such period, calculated without giving
effect to any adjustment pursuant to this clause (d).


 


“Pro Forma Compliance”
means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma
Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and
(b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on
or after the first day of the relevant Measurement Period.


 




    	 	-34-	 



     


    

 


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


 


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


 


“Qualified ECP
Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time
as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify
as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act.


 


“Qualified Equity
Interests” means any Equity Interest other than Disqualified Stock.


 


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


 


“Rating Agency”
means each of Moody’s, S&P, and Fitch.


 


“Receivables”
means any "account" as defined under the UCC including without limitation, any receivable, account receivable, right
to payment of a monetary obligation, indebtedness, contract right, chose in action, and proceeds thereof, wherever located, arising
out of the sale, lease, license or assignment of any products or any other goods or services that are the subject of any contracts
pursuant to which goods are sold or services are rendered by the Company and that give rise to any Receivables by the Company or
any Restricted Subsidiary (“Goods” or “Services”, respectively); all related invoices, sales
orders, bills of lading, and other contractual rights and supporting obligations relating thereto (“Invoices”);
all rights to payment of any interest, finance, returned check or late charges, if any; all indebtedness and other obligations
owed to the Company or any Restricted Subsidiary as a result of the sale of such Goods or Services pursuant to the Invoices; any
and all returned, reclaimed, and repossessed Goods sold or financed pursuant thereto; all rights as to any Goods or other property,
contracts of indemnity, letters of credit, guaranties or sureties, pledges, hypothecations, mortgages, chattel mortgages, security
agreements, deeds of trust, proceeds of insurance (including credit insurance on such Receivables), and other collateral, liens
or proceeds thereof at any time constituting supporting obligations for such Receivables; any proceeds of the foregoing; and any
and all other rights, remedies, benefits and interests, both legal and equitable, to which the Company or any Restricted Subsidiary
may be entitled in respect of any of the foregoing, including, but not limited to, any rights, remedies, benefits, and interests
set forth in the UCC with respect to "accounts", "payment intangibles" or "supporting obligations".



 




    	 	-35-	 



     


    

 


“Receivables
Related Rights” means, in relation to any Receivable that is the subject of a Receivables Transaction, (i) any
rights under or relating to the contract governing such Receivable to the extent necessary to enforce collection of such Receivable,
(ii) all security interests or Liens and property subject thereto from time to time purporting to secure payment of such Receivable,
whether pursuant to the contract governing such Receivable or otherwise, (iii) all guarantees, insurance (but only to the extent
such insurance relates solely to Receivables that are of the same type as the Receivables subject of the Receivables Transaction)
and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable
whether pursuant to the contract governing such Receivable or otherwise and (iv) other assets relating to such Receivable which
are customarily transferred in connection with sales or factoring of Receivables.


 


“Receivables
Transaction” means, with respect to Company and/or any of the Restricted Subsidiaries, any transaction or series
of transactions of sales or factoring involving Receivables and Receivables Related Rights pursuant to which Company or any Restricted
Subsidiary may sell, convey or otherwise transfer to any other Person any Receivables (whether now existing or arising in the future)
and Receivables Related Rights of Company or any Restricted Subsidiary.


 


“Recipient”
means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of
any obligation of any Loan Party hereunder.


 


“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, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


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


 


“Required Lenders”
means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders.
The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided
that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to
fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline
Lender or L/C Issuer, as the case may be, in making such determination.


 


“Required Revolving
Lenders” means, at any time, Revolving Lenders having Total Revolving Credit Exposures representing more than 50% of
the Total Revolving Credit Exposures of all Revolving Lenders. The Total Revolving Credit Exposure of any Defaulting Lender shall
be disregarded in determining Required Revolving Lenders at any time; provided that, the amount of any participation in
any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and
funded by another Lender shall be deemed to be held by the Revolving Lender that is the Swingline Lender or L/C Issuer, as the
case may be, in making such determination.


 




    	 	-36-	 



     


    

 


“Required Term
Lenders” means, at any time, Term Lenders having Total Term Credit Exposures representing more than 50% of the Total
Term Credit Exposures of all Term Lenders. The Total Term Credit Exposure of any Defaulting Lender shall be disregarded in determining
Required Term Lenders at any time.


 


“Resignation Effective
Date” has the meaning set forth in Section 9.06.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party,
solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant
secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee
of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other
officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and
the Administrative Agent. 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. To the extent requested by
the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative
Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.


 


“Restricted Payment”
means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of
Equity Interests of the Company or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of
any class of Equity Interests of the Company or any of its Subsidiaries, now or hereafter outstanding, and (c) any payment
made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class
of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding.


 


“Restricted Domestic
Subsidiary” means any Domestic Subsidiary of the Company that is a Restricted Subsidiary.


 


“Restricted Subsidiary”
means any Subsidiary that is not an Unrestricted Subsidiary.


 


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


 




    	 	-37-	 



     


    

 


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


 


“Revolving Commitment”
means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrowers pursuant to Section 2.01(b),
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b)
under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement. The Revolving Commitment of all of the Revolving Lenders on the Closing Date shall be $500,000,000.


 


“Revolving Exposure”
means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s
participation in L/C Obligations and Swingline Loans at such time.


 


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


 


“Revolving Lender”
means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such
time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation
in L/C Obligations or Swingline Loans at such time.


 


“Revolving Loan”
has the meaning specified in Section 2.01(b).


 


“Revolving Note”
means a promissory note made by the Borrowers in favor of a Revolving Lender evidencing Revolving Loans or Swingline Loans, as
the case may be, made by such Revolving Lender, substantially in the form of Exhibit E-1.


 


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


 


“Sale and Leaseback
Obligations” of a Person means the present value (discounted in accounting with GAAP at the debt rate implied in the
applicable lease) of the obligations of such Person as lessee for rental payments during the term of such lease.


 


“Sale and Leaseback
Transaction” means, with respect to any Loan Party or any Restricted Subsidiary, any arrangement, directly or indirectly,
with any Person whereby such Loan Party or such Restricted Subsidiary shall sell or transfer any property used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends
to use for substantially the same purpose or purposes as the property being sold or transferred.


 




    	 	-38-	 



     


    

 


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


 


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


 


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


 


“Secured Cash
Management Agreement” means any Cash Management Agreement between any Loan Party and any of its Restricted Subsidiaries
and any Cash Management Bank.


 


“Secured Hedge
Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract between any Loan Party and
any of its Restricted Subsidiaries and any Hedge Bank.


 


“Secured Obligations”
means all Obligations and all Additional Secured Obligations.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, the Indemnitees
and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.


 


“Secured Party
Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit
F.


 


“Security Agreement”
means the security and pledge agreement executed in favor of the Administrative Agent by each of the Loan Parties.


 


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


 


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


 




    	 	-39-	 



     


    

 


“Specified Acquisition”
means an Acquisition made by the Company or any of its Restricted Subsidiaries in which the aggregate cash consideration exceeds
$50,000,000.


 


“Specified Acquisition
Period” means a period elected by the Company that commences on the date elected by the Company, by notice to the Administrative
Agent, following the occurrence of a Specified Acquisition and ending on the last day of the second full fiscal quarter occurring
after the consummation of such Specified Acquisition. Only one Specified Acquisition Period may be elected with respect to any
particular Specified Acquisition, and only one Specified Acquisition Period may be in effect at any one time.


 


“Specified Loan
Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity
Exchange Act.


 


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


 


“Standard
Receivables Undertakings” means representations, warranties, covenants and indemnities entered into by the Company
or any Subsidiary of the Company that the Company has determined in good faith to be customary in a Permitted Receivables Transaction.


 


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


 


“Subordinated
Debt” means subordinated debt securities issued by the Company that (a) are subordinated to the Obligations pursuant
to subordination provisions approved by Administrative Agent, (b) contain covenants, events of default and mandatory redemption,
repayment, prepayment or repurchase requirements approved by Administrative Agent, and (c) do not mature, and are not subject to
any scheduled amortization, redemption, repayment, prepayment or repurchase requirement, prior to the date one year after the Maturity
Date.


 


“Subordinated
Debt Documents” means all agreements (including without limitation intercreditor agreements, instruments and other documents)
pursuant to which Subordinated Debt has been or will be issued or otherwise setting forth the terms of any Subordinated Debt.


 


“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 Voting Stock is 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 Company.


 




    	 	-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 Obligations”
means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“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).


 


“Swingline Borrowing”
means a borrowing of a Swingline Loan pursuant to Section 2.04.


 


“Swingline Lender”
means Bank of America in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.


 


“Swingline Loan”
has the meaning specified in Section 2.04(a).


 


“Swingline Loan
Notice” means a notice of a Swingline Borrowing pursuant to Section 2.04(b), which shall be substantially
in the form of Exhibit G or such other form as approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed
by a Responsible Officer of the Borrower.


 


“Swingline Sublimit”
means an amount equal to the lesser of (a) $20,000,000 and (b) the Revolving Facility. The Swingline Sublimit is part
of, and not in addition to, the Revolving Facility.


 




    	 	-41-	 



     


    

 


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


 


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


 


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


 


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


 


“Term Commitment”
means, as to each Term Lender, its obligation to make Term Loans to the Borrowers pursuant to Section 2.01(a) in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 1.01(b)
under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which
such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this
Agreement. The Term Commitment of all of the Term Lenders on the Closing Date shall be $150,000,000.


 


“Term Facility”
means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term Commitments at such time and (b) thereafter,
the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time.


 


“Term Increase
Effective Date” has the meaning set forth in Section 2.18(d).


 


“Term Lender”
means (a) at any time on or prior to the Closing Date, any Lender that has a Term Commitment at such time, and (b)
at any time after the Closing Date, any Lender that holds Term Loans at such time.


 


“Term Loan”
means an advance made by any Term Lender under the Term Facility.


 


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


 


“Threshold Amount”
means $25,000,000.


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Exposure and Outstanding Amount of all
Term Loans of such Lender at such time.


 


“Total Revolving
Credit Exposure” means, as to any Revolving Lender at any time, the unused Commitments and Revolving Exposure of such
Revolving Lender at such time.


 




    	 	-42-	 



     


    

 


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


 


“Total Term Credit
Exposure” means, as to any Term Lender at any time, the Outstanding Amount of all Term Loans of such Term Lender at such
time.


 


“Transactions”
has the meaning set forth in the second recital above.


 


“Transaction Costs”
has the meaning set forth in the second recital above.


 


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


 


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


 


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


 


“Undisclosed
Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of a receiver,
custodian, conservator, trustee, administrator or similar Person by a regulatory authority under or based on the law in the country
where such Lender or such direct or indirect parent company is subject to home jurisdiction, if applicable law requires that such
appointment not be disclosed; provided
that such appointment does not result in or provide such Lender or its direct or indirect parent company 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 its direct or indirect parent company (or appointed Person) to reject, repudiate, disavow or disaffirm
any contracts or agreements made by such Lender or its direct or indirect parent company.


 


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


 


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


 




    	 	-43-	 



     


    

 


“Unrestricted
Subsidiary” means (1) any Subsidiary of the Company, whether now owned or acquired or created after the Closing Date,
that is designated after the Closing Date by the Company as an Unrestricted Subsidiary hereunder by written notice to the Administrative
Agent; provided  that the Company shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing
Date so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) all Investments
in such Unrestricted Subsidiary at the time of designation are permitted in accordance with the relevant requirements of Section
7.03, (c) such Subsidiary being designated as an “Unrestricted Subsidiary” shall also, concurrently with such designation
and thereafter, constitute an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Material
Indebtedness issued or incurred on or after the Closing Date and (d) such Subsidiary was not previously designated as an Unrestricted
Subsidiary and thereafter re-designated as a Restricted Subsidiary; and (2) any subsidiary of an Unrestricted Subsidiary. The designation
of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company (or its Restricted Subsidiaries)
therein at the date of designation in an amount equal to the fair market value of the Company’s (or its Restricted Subsidiaries’)
Investments therein, which shall be required to be permitted on such date in accordance with Section 7.03 (and not as an
Investment permitted thereby in a Restricted Subsidiary). The Company may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary for purposes of this Agreement; provided  that no Default or Event of Default has occurred and is continuing
or would result therefrom.  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary on or after the Closing
Date shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary
existing at such time and (ii) a return on any Investment by the applicable Loan Party (or its relevant Subsidiaries) in Unrestricted
Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of
such Loan Party’s (or its relevant Subsidiaries’) Investment in such Subsidiary.


 


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


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though
the right to so vote has been suspended by the happening of such contingency.


 


“Wholly Owned
Subsidiary” means any Subsidiary of the Company all the Equity Interests of which (other than directors’ qualifying
shares and Equity Interests held by other Persons to the extent such Equity Interests are required by applicable Law to be held
by a Person other than the Company or one of its Subsidiaries) is owned by the Company or one or more Wholly Owned Subsidiaries.


 


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


 


“Write-Down and
Conversion Powers” means, 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.


 


“Yen”
and “¥” mean the lawful currency of Japan.


 




    	 	-44-	 



     


    

 


		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
the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document
as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time (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 rules, regulations, orders and 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, extended, restated, replaced 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. Any and all references to “Borrower” regardless of whether preceded by the term a, any, each
of, all, and/or, or any other similar term shall be deemed to refer, as the context requires, to each and every (and/or any one
or all) parties constituting a Borrower, individually and/or in the aggregate.


 


(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.


 




    	 	-45-	 



     


    

 


		1.03	Accounting Terms.



 


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


 


(b)       Changes
in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio
or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative
Agent, the Lenders and the Company 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
Company 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. Without limiting the foregoing, leases shall continue to be classified
and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement,
notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment
addressing such changes, as provided for above.


 


		1.04	Rounding.



 


Any financial ratios required
to be maintained by the Company 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 Dollar Equivalent of the stated amount of such Letter
of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the
terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount
of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 




    	 	-46-	 



     


    

 


		1.07	UCC Terms.



 


Terms defined in the UCC
in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings
provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination,
to the UCC then in effect.


 


		1.08	Exchange Rates; Currency Equivalents.



 


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


 


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


 


(c)       The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”
or with respect to any comparable or successor rate thereto.


 


		1.09	Additional Alternative Currencies.



 


(a)       The
Company may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other
than those specifically listed in the definition of “Alternative Currency”; provided that (i) such requested
currency is an Eligible Currency and (ii) such requested currency shall only be treated as a “LIBOR Quoted Currency”
to the extent that there is published LIBOR rate for such currency. In the case of any such request with respect to the making
of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and each Lender with a Commitment
under which such currency is requested to be made available; and in the case of any such request with respect to the issuance of
Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer.


 




    	 	-47-	 



     


    

 


(b)       Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of
the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such
request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion). In the case of any such request
pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Appropriate Lender thereof; and in the
case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable L/C Issuer
thereof. Each Appropriate Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the applicable L/C
Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m.,
ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency
Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.


 


(c)       Any
failure by a Lender or the applicable L/C Issuer, as the case may be, to respond to such request within the time period specified
in the preceding sentence shall be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Eurocurrency
Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Appropriate
Lenders consent to making Eurocurrency Rate Loans in such requested currency and the Administrative Agent and such Lenders reasonably
determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall
so notify the Company and (i) the Administrative Agent and such Lenders may amend the definition of Eurocurrency Rate for any Non-LIBOR
Quoted Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (ii) to the extent the definition
of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate
for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings
of Eurocurrency Rate Loans. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit
in such requested currency, the Administrative Agent shall so notify the Company and (A) the Administrative Agent and such L/C
Issuer may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable
Eurocurrency Rate for such currency and (B) to the extent the definition of Eurocurrency Rate reflects the appropriate interest
rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be
deemed for all purposes to be an Alternative Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent
shall fail to obtain consent to any request for an additional currency under this Section 1.09, the Administrative
Agent shall promptly so notify the Company.


 


		1.10	Change of Currency.



 


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


 




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


 


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


 


ARTICLE
II

COMMITMENTS AND CREDIT EXTENSIONS


 


		2.01	Loans.



 


(a)       Term
Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to
the Company, in Dollars, on the Closing Date in an amount not to exceed such Term Lender’s Applicable Percentage of the Term
Facility. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective
Applicable Percentage of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate
Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, any Term Borrowing made on the Closing
Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Company delivers
a funding indemnity letter acceptable to the Administrative Agent not less than three (3) Business Days prior to the date of such
Term Borrowing.


 


(b)       Revolving
Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each
such loan, a “Revolving Loan”) to any Borrower, in Dollars or in one or more Alternative Currencies, from time
to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the
Total Revolving Outstandings shall not exceed the Revolving Facility, (ii) the Revolving Exposure of any Lender shall not
exceed such Revolving Lender’s Revolving Commitment, and (iii) the aggregate Outstanding Amount of all Loans
and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits
of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, any Borrower may borrow
Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Loans may be Base
Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, any Revolving Borrowings made on the
Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless such Borrower
delivers a funding indemnity letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.


 




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		2.02	Borrowings, Conversions and Continuations of Loans. 



 


(a)       Notice
of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate
Loans shall be made upon any Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone
or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative
Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three
(3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated
in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business
Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation
of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base
Rate Loans; provided, however, that if any Borrower wishes to request Eurocurrency Rate Loans having an Interest
Period other than one (1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest
Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four (4)
Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated
in Dollars, or (ii) five (5) Business Days (or six (6) Business Days in the case of a Special Notice Currency) prior to the requested
date of such Borrower, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the
Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest
Period is acceptable to all of them. Not later than 11:00 a.m., (i) three (3) Business Days before the requested date of such
Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four (4) Business Days (or five
(5) Business Days in the case of a Special Notice Currency) prior to the requested date of any such Borrower, conversion or continuation
of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice
may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000
or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof (or, in connection with any conversion or continuation
of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c),
each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or a whole
multiple of the Dollar Equivalent of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term
Loan, if less, the entire principal thereof then outstanding). Each Loan Notice and each telephonic notice shall specify (A) the
applicable Facility and whether such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a
continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation,
as the case may be (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued,
(D) the Type of Loans to be borrowed or to which existing Loans are to be converted, (E) if applicable, the duration
of the Interest Period with respect thereto, and (F) the currency of the Loans to be borrowed. If the applicable Borrower
fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the
applicable Borrower fails to specify a Type of Loan in a Loan Notice or if such 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; provided, however,
that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall
be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month. 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
Eurocurrency Rate Loans. If any such Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans
in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one
(1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan.
Except as provided pursuant to Section 2.02(c), no Loan may be converted into or continued as a Loan denominated in a different
currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.


 




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(b)       Advances.
Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the
amount (and currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion
or continuation is provided by such Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any
automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as
described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available
to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later
than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative
Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice.
Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,
Section 4.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds
as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America
with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to
(and reasonably acceptable to) the Administrative Agent by such Borrower; provided, however, that if, on the date
a Loan Notice with respect to a Revolving Borrowing denominated in Dollars is given by such Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C
Borrowings, and second, shall be made available to such Borrower as provided above.


 


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


 




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(d)       Interest
Rates. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall
be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error.


 


(e)       Interest
Periods. 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 twelve (12) Interest Periods in effect in respect of the Facilities.


 


(f)       Cashless
Settlement Mechanism. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover
all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted
by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Administrative Agent
and such Lender.


 


		2.03	Letters of Credit.



 


(a)           The
Letter of Credit Commitment.


 


(i)       Subject
to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving
Lenders set forth in this Section, (1) from time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Company or any of its Restricted Domestic
Subsidiaries or in such L/C Issuer’s sole and absolute discretion, any of its Foreign Subsidiaries that are Restricted Subsidiaries,
and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor
drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued
for the account of the Company or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect
to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Outstandings shall not exceed the Revolving
Facility, (x) the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, (y) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding
Amount of all Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit;
provided, further, that after giving effect to all L/C Credit Extensions, the aggregate Outstanding Amount of all
L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Company for the
issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension
so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and
subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired
or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto
and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.


 




    	 	-52-	 



     


    

 


(ii)         No
L/C Issuer shall issue any Letter of Credit if:


 


(A)       the
expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance, unless the Required
Revolving Lenders have approved such expiry date; or


 


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


 


(iii)        No
L/C Issuer shall be under any obligation to issue any Letter of Credit if:


 


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


 


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


 


(C)       except
as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than
$500,000;


 


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


 


(E)       any
Revolving Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Company or such Revolving Lender to eliminate
such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect
to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other
L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;


 




    	 	-53-	 



     


    

 


(F)       the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; and


 


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


 


(iv)       No
L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


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


 


(vi)       No
L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article
IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it
or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to such L/C Issuer.


 


(b)          Procedures
for Issuance and Amendment of Letters of Credit.


 


(i)       Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to the applicable L/C
Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed
by a Responsible Officer of the Company and/or such Restricted Subsidiary, as required by such L/C Issuer. Such Letter of Credit
Application may be sent by fax transmission, by United States mail, by overnight courier, by electronic transmission using the
system provided by such L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit
Application must be received by such L/C Issuer and the Administrative Agent not later than (x) in the case of a Letter of
Credit denominated in Dollars, 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent
and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be and (y) in the case of a Letter of Credit denominated in an Alternative Currency, 11:00 a.m.
at least five (5) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular
instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of
a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory
to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the
amount and currency thereof and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated
in Dollars; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents
to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented
by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such
other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such
Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (1) the Letter of Credit to be amended;
(2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such
other matters as such L/C Issuer may require. Additionally, the Company shall furnish to such L/C Issuer and the Administrative
Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer
Documents, as such L/C Issuer or the Administrative Agent may require.


 




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(ii)       Promptly
after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if
not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice
from any Revolving Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date
of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV
shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue
a Letter of Credit for the account of the Company (or the applicable Restricted Subsidiary) or enter into the applicable amendment,
as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately
upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such
Revolving Lender’s Applicable Revolving Percentage times the amount of such Letter of Credit.


 


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


 


(iv)       If
the Company so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole discretion,
agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such
extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such
twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer,
the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension
Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such L/C Issuer
to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date;
provided, however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that
it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended)
under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7)
Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected
not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer
not to permit such extension.


 




    	 	-55-	 



     


    

 


(c)          Drawings
and Reimbursements; Funding of Participations.


 


(i)       Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C
Issuer shall notify the Company and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative
Currency, the Company shall reimburse the applicable L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer (at
its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any
such requirement for reimbursement in Dollars, the Company shall have notified such L/C Issuer promptly following receipt of the
notice of drawing that the Company will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars
of a drawing under a Letter of Credit denominated in an Alternative Currency, such L/C Issuer shall notify the Company of the Dollar
Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of
any payment by such L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any
payment by such L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor
Date”), the Company shall reimburse such L/C Issuer in an amount equal to the amount of such drawing and in the applicable
currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the
second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Company, whether on or after the Honor
Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated
in the Alternative Currency equal to the drawing, the Company agrees, as a separate and independent obligation, to indemnify the
applicable L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount
of the drawing. If the Company fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify
each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar
Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”),
and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the Company shall be deemed
to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans,
but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02
(other than the delivery of a Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section
2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such notice.


 




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(ii)       Each
Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative
Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, in Dollars, at the Administrative
Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Revolving Percentage of the Unreimbursed
Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to
the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made
a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to such L/C Issuer in
Dollars.


 


(iii)       With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have incurred
from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving
Lender’s payment to the Administrative Agent for the account of such L/C Issuer pursuant to Section 2.03(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section.


 


(iv)       Until
each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable
L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Percentage
of such amount shall be solely for the account of such L/C Issuer.


 


(v)       Each
Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts
drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not
be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender
may have against such L/C Issuer, the Company, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence
or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c)
is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Loan Notice). No such
making of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse such L/C Issuer for the amount
of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.


 




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(vi)       If
any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount
required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified
in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled
to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period
from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate
per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees
customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees
as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing
or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of such L/C Issuer submitted to any
Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall
be conclusive absent manifest error.


 


(d)          Repayment
of Participations.


 


(i)       At
any time after the applicable L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender
such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent
receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Applicable Revolving Percentage thereof in Dollars and in the same funds
as those received by the Administrative Agent.


 


(ii)       If
any payment received by the Administrative Agent for the account of such L/C Issuer pursuant to Section 2.03(c)(i) is required
to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into
by such L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such L/C
Issuer its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of
such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from
time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(viii)       any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Company or any of its Subsidiaries; or


 




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(ix)       any
adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Company or any
Subsidiary or in the relevant currency markets generally.


 


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


 


(f)       Role
of L/C Issuer. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall
have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving
Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer
Document. The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use
of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company’s
pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee
of any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the applicable L/C Issuer,
and such L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Company which the Company proves, as determined by a final nonappealable judgment of a court
of competent jurisdiction, were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s
willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and
certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of
the foregoing, any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity
or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society
for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially
reasonable means of communicating with a beneficiary.


 




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(g)       Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the Company when
a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the
ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Company
for, and each L/C Issuer’s rights and remedies against the Company shall not be impaired by, any action or inaction of any
L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of
Credit or this Agreement, including the Law or any order of a jurisdiction where an L/C Issuer or the beneficiary is located, the
practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of
the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA),
or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.


 


(h)       Letter
of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Lender in accordance, subject
to Section 2.15, with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”)
for each Letter of Credit equal to the Applicable Rate for Revolving Loans that are Eurocurrency Rate Loans times the Dollar Equivalent
of the daily amount available to be drawn under such Letter of Credit. Letter of Credit Fees shall be (1) due and payable
on the first Business Day following each fiscal quarter end, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (2) computed on a quarterly basis
in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each
Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.


 


(i)       Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to (a) with respect to
Bank of America in its capacity as an L/C Issuer, for its own account a fronting fee with respect to each Letter of Credit, at
the rate per annum specified in the Fee Letter, and (b) with respect to JPMorgan in its capacity as an L/C Issuer, for its
own account a fronting fee with respect to each Existing Letter of Credit, at the rate per annum agreed by JPMorgan and the Company,
in each case computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly
basis in arrears. Such fronting fee shall be due and payable on or prior to the date that is ten (10) Business Days following each
fiscal quarter end, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of
Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Company
shall pay directly to each L/C Issuer for its own account, in Dollars the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.


 


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


 




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(k)       L/C
Issuer Reports to the Administrative Agent.  Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall,
in addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent a Letter of Credit
Report, as set forth below:


 


(i)       reasonably
prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance,
amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such
issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);


 


(ii)       on
each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;


 


(iii)       on
any Business Day on which the Company fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed
to such L/C Issuer on such day, the date of such failure and the amount of such payment;


 


(iv)       on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit
issued by such L/C Issuer; and


 


(v)       for
so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer (other than Bank of America) shall deliver
to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report
is required to be delivered pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there
is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit
Report appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer.


 


(l)       Additional
L/C Issuers.  Any Lender hereunder may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed
Notice of Additional L/C Issuer which shall be signed by the Company, the Administrative Agent and each L/C Issuer. Such new L/C
Issuer shall provide its L/C Commitment in such Notice of Additional L/C Issuer and upon the receipt by the Administrative Agent
of the fully executed Notice of Additional L/C Issuer, the defined term L/C Commitment shall be deemed amended to incorporate the
L/C Commitment of such new L/C Issuer.


 


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


 




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		2.04	Swingline Loans.



 


(a)       The
Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the
other Lenders set forth in this Section, may in its sole discretion make loans to the Company (each such loan, a “Swingline
Loan”). Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to the Company, in
Dollars, from time to time on any Business Day. During the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the
Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline
Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after
giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Revolving Facility at such
time, and (B) the Revolving Exposure of any Revolving Lender at such time shall not exceed such Lender’s Revolving Commitment,
(ii) the Company shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the
Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall
be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the
foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section, prepay under
Section 2.05, and reborrow under this Section. Each Swingline Loan shall bear interest only at a rate based on the
Base Rate plus the Applicable Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline
Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such
Swingline Loan.


 


(b)          Borrowing
Procedures.


 


(i)       Each
Swingline Borrowing shall be made upon the Company’s irrevocable notice to the Swingline Lender and the Administrative Agent,
which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed
immediately by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline Loan
Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing
date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested date
of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice,
the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has
also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or
in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing
the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first
sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV
is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on
the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Company at its
office by crediting the account of the Company on the books of the Swingline Lender in Same Day Funds.


 




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(c)          Refinancing
of Swingline Loans.


 


(i)       The
Swingline Lender at any time in its sole discretion may request, on behalf of the Company (which hereby irrevocably authorizes
the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such
Lender’s Applicable Revolving Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in
writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate
Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The
Swingline Lender shall furnish the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the
Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified
in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral
available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s
Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to
Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to
the Company in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.


 


(ii)       If
for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline
Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s
payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be
deemed payment in respect of such participation.


 


(iii)       If
any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in
effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the
foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Revolving Loan included in the relevant Revolving Borrowing or funded participation in the relevant Swingline Loan, as the case
may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts
owing under this clause (iii) shall be conclusive absent manifest error.


 




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(iv)       Each
Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant
to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Company or
any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided however, that each Revolving Lender’s
obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section
4.02 (other than delivery by the Borrowers of a Loan Notice). No such funding of risk participations shall relieve or otherwise
impair the obligation of the Company to repay Swingline Loans, together with interest as provided herein.


 


(d)          Repayment
of Participations.


 


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


 


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


 


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


 


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


 




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		2.05	Prepayments.



 


(a)          Optional.


 


(i)       The
Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment,
at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty
subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice
must be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment
of Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans
denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative
Currencies, and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans denominated
in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment
of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (D) 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, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and,
if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 Borrowers, the
Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified
therein. Any prepayment of principal 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 the outstanding Term Loans pursuant to this Section 2.05(a)
shall be applied to the principal repayment installments thereof on a pro-rata basis. Subject to Section 2.15, such prepayments
shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.


 


(ii)       The
Company may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with
a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without
premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received
by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such
prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the
entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice
is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid,
together with any additional amounts required pursuant to Section 3.05.


 




    	 	-66-	 



     


    

 


(b)          Mandatory.


 


(i)       Revolving
Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the
Borrowers shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest
thereon) and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that
the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless,
after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Revolving Facility
at such time.


 


(ii)       Application
of Other Payments. Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant
to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second,
shall be applied to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations.
Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied
(without any further action by or notice to or from the Company or any other Loan Party or any Defaulting Lender that has provided
Cash Collateral) to reimburse the applicable L/C Issuer or the Revolving Lenders, as applicable.


 


(iii)       Alternative
Currencies. If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans and L/C Obligations
denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in
effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize
Letters of Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not
to exceed 100% of the Alternative Currency Sublimit then in effect.


 


Within the parameters of
the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans
and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b)
shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the
principal amount prepaid through the date of prepayment.


 


		2.06	Termination or Reduction of Commitments.



 


(a)       Optional.
The Company may, upon notice to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the
Swingline Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline
Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m.
five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate
amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Company shall not terminate or reduce
(A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving
Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding
Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline
Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans
would exceed the Letter of Credit Sublimit.


 




    	 	-67-	 



     


    

 


(b)          Mandatory.


 


(i)       The
aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing.


 


(ii)       If
after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit
Sublimit, the Alternative Currency Sublimit, or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter
of Credit Sublimit, the Alternative Currency Sublimit, or the Swingline Sublimit, as the case may be, shall be automatically
reduced by the amount of such excess.


 


(c)          Application
of Commitment Reductions; Payment of Fees.


 


(i)       The
Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline
Sublimit, the Alternative Currency Sublimit, or the Revolving Commitment under this Section 2.06. The amount of any such
reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by
the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced
by such Lender’s Applicable Revolving Percentage of such reduction amount. All fees in respect of the Revolving Facility
accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.


 


		2.07	Repayment of Loans.



 


(a)       Term
Loans. The Borrowers shall repay to the Term Lenders the aggregate principal amount of all Closing Date Term Loans (such aggregate
amount, for purposes of this section 2.07(a) the “original term amount”) outstanding on the following dates
in the respective amounts equal to the original term amount times the respective percentages set forth opposite such dates (which
amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05),
unless accelerated sooner pursuant to Section 8.02;


 




    	 	-68-	 



     


    

 


	Payment Dates	 	Principal Repayment
 Installments	 
	Beginning on June 30, 2019, and on each September 30, December 31, March 31, and June 30 thereafter until the Maturity Date	 	 	1.25	%



 


provided, however, that (i) the
final principal repayment installment of the Term Loans shall be repaid on the Maturity Date for the Term Facility and in any event
shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date and (ii) (A) if any principal
repayment installment to be made by the Borrowers (other than principal repayment installments on Eurocurrency Rate Loans) shall
come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business
Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (B) if any principal repayment
installment to be made by the Borrowers on a Eurocurrency Rate Loan shall come due on a day other than a Business Day, such principal
repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend
such principal repayment installment into another calendar month, in which event such principal repayment installment shall be
due on the immediately preceding Business Day.


 


(b)       Revolving
Loans. The Borrowers shall repay to the Revolving Lenders on the Maturity Date for the Revolving Facility the aggregate principal
amount of all Revolving Loans outstanding on such date.


 


(c)       Swingline
Loans. The Borrowers shall repay each Swingline Loan on the earlier to occur of (i) the date ten (10) Business Days after
such Loan is made and (ii) the Maturity Date for the Revolving Facility.


 


		2.08	Interest and Default Rate.



 


(a)       Interest.
Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan under a Facility shall bear interest
on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal
to the Eurocurrency Rate for such Interest Period plus the Applicable Rate for such Facility; (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 Base Rate plus the Applicable Rate for such Facility; and (iii) each Swingline Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate for the Revolving Facility. To the extent that any calculation of interest or any fee required to be paid under this Agreement
shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this
Agreement.


 




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(b)          Default
Rate.


 


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


 


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


 


(iii)       Upon
the request of the Required Lenders, while any Event of Default exists (including a payment default), all outstanding Obligations
(including Letter of Credit Fees) may accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.


 


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


 


(c)          Interest
Payments. 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 subsections (h) and (i) of Section 2.03:


 


(a)       Commitment
Fee. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable
Revolving Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Revolving
Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations,
subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline
Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee.
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 quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of
the Availability Period for the Revolving Facility. The commitment fee shall be calculated quarterly in arrears, and if there is
any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate was in effect.


 




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(b)          Other
Fees.


 


(i)       The
Borrowers shall pay to each of the Administrative Agent and the Arrangers for its own account, in Dollars, fees in the amounts
and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


 


(ii)       The
Borrowers shall pay to the Lenders, in Dollars, 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)       Computation
of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to
the Eurocurrency 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 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), or, in the case of interest
in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance
with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid
on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination
by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest
error.


 


(b)       Financial
Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements
of the Company and its Subsidiaries or for any other reason, the Borrowers, or the Lenders determine that (i) the Consolidated
Leverage Ratio as calculated by the Borrowers 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 Borrowers shall immediately and retroactively
be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuer, as the
case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order
for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action
by the Administrative Agent, any Lender or any 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 any L/C Issuer, as the case may be, under any provision of this
Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrowers’ obligations
under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.


 




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		2.11	Evidence of Debt.



 


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


 


(b)       Maintenance
of Records. 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 and Swingline Loans. In the event of any conflict between the accounts and records maintained
by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error.


 


		2.12	Payments Generally; Administrative Agent’s Clawback.



 


(a)       General.
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest
on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars
and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all
payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall
be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified
by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative
Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is
prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment
in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute
to each Lender its Applicable Percentage 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 (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative
Agent, in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically
provided for in this Agreement, if any payment to be made by any Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees,
as the case may be.


 




    	 	-72-	 



     


    

 


(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 Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to
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 Borrowers 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 Borrowers severally agree to pay to the Administrative Agent forthwith
on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount
is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged
by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers,
the interest rate applicable to Base Rate Loans or in the case of Alternative Currencies in accordance with such market practice,
in each case, as applicable. If the Borrowers 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 Borrowers the amount of such interest paid by the
Borrowers 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 Borrowers shall be without prejudice
to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


(ii)       Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable L/C
Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers has made
such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders
or such L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then
each of the Appropriate Lenders or such 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 such L/C Issuer, in Same Day Funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
Overnight Rate.


 




    	 	-73-	 



     


    

 


A notice of the Administrative
Agent to any Lender or any 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 applicable
Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are
not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest.


 


(d)       Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations
in Letters of Credit and Swingline Loans 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)       Pro
Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing (other than Swingline Borrowings) shall
be made from the Appropriate Lenders, each payment of fees under Section 2.09 and 2.03(h) and (i) shall be
made for account of the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied
to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each
Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of
the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions
and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrowers shall be made for account
of the Appropriate Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each
payment of interest on Loans by the Borrowers shall be made for account of the Appropriate Lenders pro rata in accordance with
the amounts of interest on such Loans then due and payable to the respective Appropriate Lenders.


 




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		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
of the Facilities 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 the Facilities 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 the Facilities 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 of the Facilities 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 the Facilities owing (but not 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 the Facilities 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, in each case under clauses (a) and (b) above, 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 and Swingline Loans of the other Lenders, or
make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing
(but not due and payable) to the Lenders, as the case may be, provided that:


 


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


 


(2)       the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrowers pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14, or (z) 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 or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate
thereof (as to which the provisions of this Section shall apply).


 


Each Loan Party 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 such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 




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		2.14	Cash Collateral.



 


(a)       Certain
Credit Support Events. If (i) the applicable L/C Issuer has honored any full or partial drawing request under any Letter
of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation
for any reason remains outstanding, (iii) the Borrowers shall be required to provide Cash Collateral pursuant to Section 2.05
or 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrowers shall immediately (in the case of clause
(iii) above) or within one (1) Business Day (in all other cases) following any request by the Administrative Agent or
such L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the
case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any
Cash Collateral provided by the Defaulting Lender). Additionally, if the Administrative Agent notifies the Borrowers at any time
that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then
within two (2) Business Days after receipt of such notice, the Borrowers shall provide Cash Collateral for the Outstanding Amount
of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the
Letter of Credit Sublimit.


 


(b)       Grant
of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers 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 2.14(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 or the
L/C Issuers as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Borrowers 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. All Cash Collateral (other than credit support not constituting funds subject
to deposit) shall be maintained in one or more blocked, non-interest bearing deposit accounts at Bank of America. The Borrowers
shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges
in connection with the maintenance and disbursement of Cash Collateral.


 


(c)       Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.05, 2.15 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 Revolving Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the
Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


 




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(d)       Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall
be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee
following compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative Agent and the
applicable L/C Issuer that there exists excess Cash Collateral; provided, however, (A) any such release shall
be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien
conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing
Cash Collateral and such L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations.


 


		2.15	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. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders”, “Required
Revolving Lenders”, “Required Term Lenders” and Section 10.01.


 


(ii)       Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received
by the Administrative Agent from a 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 such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to any L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize any L/C Issuer’s Fronting Exposure
with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Company may request (so long
as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to
fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined
by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (A) satisfy
such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash
Collateralize any L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters
of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts
owing to the Lenders, any L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, any L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Company
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien
conferred thereunder or directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of
the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate
share, and (2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the
Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). 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 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto.


 




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(iii)        Certain
Fees.


 


(A)       Fees.
No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that
Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required
to have been paid to that Defaulting Lender).


 


(B)       Letter
of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that
Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters
of Credit for which it has provided Cash Collateral pursuant to Section 2.14.


 


(C)       Defaulting
Lender Fees. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause
(B) above, the Borrowers shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such
Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been
reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the applicable L/C Issuer and Swingline
Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C
Issuer’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining
amount of any such fee.


 


(iv)       Reallocation
of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation
in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent
that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting
Lender’s Revolving Commitment. Subject to Section 10.20, 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.


 




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(v)       Cash
Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(iv) above cannot, or can only
partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under applicable
Law, (A) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second,
Cash Collateralize each L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 


(b)       Defaulting
Lender Cure. If the Company, the Administrative Agent, Swingline Lender and the L/C Issuers agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their
Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf
of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly
agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any
claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


		2.16	Designated Borrowers.



 


(a)       Designated
Borrowers. The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative
Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any Restricted
Domestic Subsidiary of the Company that is a Material Subsidiary (an “Applicant Borrower”) as a Designated Borrower
to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each
Lender) a duly executed notice and agreement in substantially the form of Exhibit L (a “Designated Borrower
Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming
entitled to utilize the credit facilities provided for herein (i) the Administrative Agent and the Lenders that are to provide
Commitments and/or Loans in favor of an Applicant Borrower must each agree to such Applicant Borrower becoming a Designated Borrower
and (ii) the Administrative Agent and such Lenders shall have received (A) such supporting resolutions, incumbency certificates,
opinions of counsel and other documents or information (including without limitation documentation and other information requested
in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without
limitation, the PATRIOT Act), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required
by the Administrative Agent, (B) Notes signed by such new Borrowers to the extent any Lender so requires, and (C) a guaranty
or guaranty supplement duly executed by the Company, in form and substance reasonably satisfactory to the Administrative Agent,
in its capacity as a Guarantor of the Obligations of such Designated Borrower (the requirements in clauses (i) and (ii)
hereof, the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met, the Administrative
Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to
the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower
for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the
terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower
for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or
on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.


 




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(b)       Obligations.
Except as specifically provided herein, the Secured Obligations of the Company and each of the Borrowers shall be joint and several
in nature regardless of which such Person actually receives Credit Extensions hereunder or the amount of such Credit Extensions
received or the manner in which the Administrative Agent, any L/C Issuer or any Lender accounts for such Credit Extensions on its
books and records.


 


(c)       Appointment.
Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.16
hereby irrevocably appoints the Company to act as its agent for all purposes of this Agreement and the other Loan Documents and
agrees that (i) the Company may execute such documents on behalf of such Designated Borrower as the Company deems appropriate in
its sole discretion and each Designated Borrower shall be obligated by all of the terms of any such document executed on its behalf,
(ii) any notice or communication delivered by the Administrative Agent or the Lender to the Company shall be deemed delivered to
each Designated Borrower and (iii) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document,
instrument or agreement executed by the Company on behalf of each of the Loan Parties.


 


		2.17	Increase in Revolving Facility.



 


(a)       Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving
Lenders), the Company may from time to time, request an increase in the Revolving Facility by an amount (for all such requests,
and together with any requests made pursuant to Section 2.18 below) not exceeding $275,000,000 (an “Incremental
Revolving Facility”); provided that (i) any such request for an Incremental Revolving Facility shall be in a minimum
amount of $50,000,000, and (ii) the Company may make a maximum of three (3) such requests. At the time of sending such notice,
the Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is
requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the
Revolving Lenders).


 




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


 


(c)       Notification
by Administrative Agent; Additional Revolving Lenders. The Administrative Agent shall notify the Company and each Revolving
Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase,
and subject to the approval of the Administrative Agent, the L/C Issuers and the Swingline Lender, the Company may also invite
additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement (“New Revolving Lenders”)
in form and substance satisfactory to the Administrative Agent and its counsel.


 


(d)       Effective
Date and Allocations. If the Revolving Facility is increased in accordance with this Section, the Administrative Agent and
the Company shall determine the effective date (the “Revolving Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the Company and the Revolving Lenders and the New Revolving Lenders
of the final allocation of such increase and the Revolving Increase Effective Date.


 


(e)       Conditions
to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent
a certificate of each Loan Party dated as of the Revolving Increase Effective Date signed by a Responsible Officer of such Loan
Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and
(ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations
and warranties contained in Article V and the other Loan Documents are true and correct, on and as of the Revolving Increase
Effective Date, and except that for purposes of this Section, the representations and warranties contained in subsections (a)
and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Revolving
Facility, no Default exists. The Company shall deliver or cause to be delivered any other customary documents (including,
without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Revolving
Facility. The Company shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional
amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with
any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section.


 


(f)       Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.


 


(g)       Incremental
Revolving Facility. Except as otherwise specifically set forth herein, all of the other terms and conditions applicable to
such Incremental Revolving Facility shall be identical to the terms and conditions applicable to the Revolving Facility.


 




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		2.18	Incremental Term Facility. 



 


(a)       Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term
Lenders), the Company may from time to time, request one or more new term facilities by an amount (for all such requests, and together
with any requests made pursuant to Section 2.17 above) not exceeding $275,000,000 (an “Incremental Term Facility”);
provided that (i) any such request for an Incremental Term Facility shall be in a minimum amount of $50,000,000 and
(ii) the Company may make a maximum of three (3) such requests. At the time of sending such notice, the Company (in consultation
with the Administrative Agent) shall specify the time period within which each Term Lender is requested to respond (which shall
in no event be less than ten Business Days from the date of delivery of such notice to the Term Lenders).


 


(b)       Lender
Elections to Fund. Each Term Lender shall notify the Administrative Agent within such time period whether or not it agrees
to commit to provide term loans pursuant to the Incremental Term Facility and, if so, in the amount set forth by such Term Lender.
Any Term Lender not responding within such time period shall be deemed to have declined to commit to provide term loans pursuant
to the Incremental Term Facility.


 


(c)       Notification
by Administrative Agent; Additional Term Lenders. The Administrative Agent shall notify the Company and each Term Lender of
the Term Lenders’ responses to each request made hereunder. To achieve the full amount of a requested Incremental Term Facility,
and subject to the approval of the Administrative Agent, the Company may also invite additional Eligible Assignees to become Term
Lenders pursuant to a joinder agreement (“New Term Lenders”) in form and substance satisfactory to the Administrative
Agent and its counsel.


 


(d)       Effective
Date and Allocations. If the Incremental Term Facility is provided in accordance with this Section, the Administrative Agent
and the Company shall determine the effective date (the “Term Increase Effective Date”) and the final allocation
of such Incremental Term Facility. The Administrative Agent shall promptly notify the Company, the Term Lenders and the New Term
Lenders of the final allocation of such Incremental Term Facility and the Term Increase Effective Date.


 


(e)       Conditions
to Effectiveness of Incremental Term Facility. As a condition precedent to such Incremental Term Facility, the Company shall
deliver to the Administrative Agent a certificate of each Loan Party dated as of the Term Increase Effective Date signed by a Responsible
Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting
to such Incremental Term Facility, and (ii) in the case of the Company, certifying that, before and after giving effect to
any Borrowing under such Incremental Term Facility on the Term Increase Effective Date, (A) the representations and warranties
contained in Article V and the other Loan Documents are true and correct in all material respects, except for such
representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct
in all respects, on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this
Section 2.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall
be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01,
(B) no Default exists and (C) after giving effect to the Incremental Term Facility, the Company and its Restricted Subsidiaries
are in Pro Forma Compliance with the applicable financial covenants contained in Section 7.11 (giving effect to, among
other things, the application of proceeds thereof) as at the last day of the most recently ended Measurement Period. The Borrowers
shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably
requested by the Administrative Agent in connection with any Incremental Term Facility.


 




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(f)       Terms
of Incremental Term Facility. Except for the maturity date, Applicable Rate, upfront fees and amortization applicable to an
Incremental Term Facility and except as otherwise specifically set forth herein, all of the other terms and conditions applicable
to such Incremental Term Facility shall be on the same terms and conditions applicable to the Term Facility; provided, however,
that (i) the final maturity date of the Incremental Term Facility shall be no earlier than the Maturity Date of the Term Loans;
and (ii) the average weighted life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life
to maturity of the Term Loans. For the avoidance of doubt, the Incremental Term Facility shall rank pari passu in right
of payment and security with the existing Loans and shall not be secured by any collateral or supported by any Guarantee other
than those provided pursuant to the Collateral Documents and the Guaranty.


 


An Incremental Term Facility
shall be provided hereunder pursuant to an amendment or restatement (an “Incremental Term Facility Amendment”)
of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender participating in such Incremental
Term Facility, if any, and the Administrative Agent. The Incremental Term Facility Amendment may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent, to effect the provisions of this Section 2.18.


 


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


 


ARTICLE III


TAXES, YIELD PROTECTION
AND ILLEGALITY


 


		3.01	Taxes.



 


(a)       Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)       Any
and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or
withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion
of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent
or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon
the basis of the information and documentation to be delivered pursuant to subsection (e) below.


 




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(ii)       If
any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United
States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold
or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation
it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld
or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding
or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary
so that after any required withholding or the making of all required deductions (including deductions applicable to additional
sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received
had no such withholding or deduction been made.


 


(iii)       If
any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any
Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or
make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant
to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall
timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to
the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party
shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions
applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the
sum it would have received had no such withholding or deduction been made.


 


(b)          Payment
of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall
timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent
timely reimburse it for the payment of, any Other Taxes.


 


(c)          Tax
Indemnifications.


 


(i)       Each
of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required
to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or an 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 an L/C Issuer,
shall be conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify
the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount
which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section
3.01(c)(ii) below.


 




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(ii)       Each
Lender and each L/C Issuer shall, and does hereby, severally indemnify the Administrative Agent and shall make payment in respect
thereof within ten (10) days after demand therefor, for (A) any Indemnified Taxes attributable to such Lender or such L/C
Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes
and without limiting the obligation of the Loan Parties to do so), (B) any Taxes attributable to such Lender’s failure
to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (C) any
Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent
or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.
Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount
due to the Administrative Agent under this clause (ii).


 


(d)         Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in
this Section 3.01, the Company 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 any return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(e)          Status
of Lenders; Tax Documentation.


 


(i)       Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably
requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(iii)       Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative
Agent in writing of its legal inability to do so.


 




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(f)       Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which
it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this
Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such
refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, 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 each Loan
Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay
such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable
Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the Recipient
in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available
its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.


 


(g)       Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and
the repayment, satisfaction or discharge of all other Obligations.


 


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 perform any of its obligations hereunder or to make, maintain or fund or charge
interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurocurrency Rate, or any
Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits
of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrowers
through the Administrative Agent, (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with
respect to any such Credit Extension or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case
of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended, and (b) 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 Eurocurrency Rate component of the Base Rate, 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 Eurocurrency Rate component
of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrowers shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency
Rate 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 Eurocurrency Rate component of the Base
Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency
Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (ii) if
such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the
Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference
to the Eurocurrency Rate component thereof until the Administrative 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 Eurocurrency Rate. Upon any such prepayment or conversion,
the Borrowers shall also pay accrued interest on the amount so prepaid or converted.


 




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		3.03	Inability to Determine Rates.



 


(a)       If
in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i)  the Administrative
Agent determines that (A)  Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks
in the interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (B) adequate
and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or
proposed Base Rate Loan or (C) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such
Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions
or currency exchange rates or exchange controls) (in each case with respect to clause (i), “Impacted Loans”),
or (ii) the Administrative Agent or the Required Lenders determine that for any reason Eurocurrency Rate for any requested Interest
Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding
such Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of
the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent
of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding
sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in
determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency
Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing
of Base Rate Loans in Dollars in the amount specified therein.


 


(b)       Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative
Agent in consultation with the Company and the Required Lenders, may establish an alternative interest rate for the Impacted Loans,
in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent
revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative
Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately
and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office
to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine
or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority
of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrowers written notice thereof.


 




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		3.04	Increased Costs; Reserves on Eurocurrency Rate Loans.



 


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


 


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


 


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


 


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


 


and the result of any of the foregoing shall
be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender or such 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 such L/C Issuer hereunder (whether of principal, interest or any other amount)
then, upon request of such Lender or such L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay)
to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such
L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)          Capital
Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or
any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital
or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s
capital or on the capital of such Lender’s or such 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 or Swingline Loans held by, such Lender,
or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s
or 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 L/C Issuer’s holding company with respect to
capital adequacy or liquidity), then from time to time the Company will pay (or cause the applicable Designated Borrower to pay)
to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer
or such Lender’s or L/C Issuer’s holding company for any such reduction suffered.


 




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


 


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


 


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


 


(f)          Delay
in Requests. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to the foregoing provisions
of this Section 3.04 shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation,
provided that the Borrowers shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender
or L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions
and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to
include the period of retroactive effect thereof).


 




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		3.05	Compensation for Losses.



 


Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate (or cause the applicable Designated
Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result
of:


 


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


 


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


 


(c)       any
assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Company pursuant to Section 10.13; or


 


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


 


including any loss of anticipated profits,
any foreign exchange losses 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 or from the performance of any foreign
exchange contract. The Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative
fees charged by such Lender in connection with the foregoing.


 


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


 


		3.06	Mitigation Obligations; Replacement of Lenders.



 


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


 




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(b)       Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section
3.06(a), the Company may replace such Lender in accordance with Section 10.13.


 


3.07       LIBOR
Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative
Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the
Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as
applicable) have determined, that:


 


(a)       adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because
the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(b)       the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a
public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used
for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or


 


(c)       syndicated
loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended
(as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then, reasonably promptly after such determination
by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and
the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments
to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar
U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR
Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become
effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed
amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to
the Administrative Agent written notice that such Required Lenders do not accept such amendment.


 




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If no LIBOR Successor Rate
has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the
Administrative Agent will promptly so notify the Company and each Lender.  Thereafter, (x) the obligation of the Lenders
to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest
Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate.  Upon receipt
of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have
converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount
specified therein.


 


Notwithstanding anything
else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than
zero for purposes of this Agreement.


 


		3.08	Survival.



 


All of the Borrowers’
obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations
hereunder, resignation of the Administrative Agent and the Facility Termination Date.


 


ARTICLE
IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


		4.01	Conditions of Initial Credit Extension.



 


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


 


(a)          Execution
of Credit Agreement; Loan Documents. The Administrative Agent shall have received (i) counterparts of this Agreement,
executed by a Responsible Officer of the Company and a duly authorized officer of each Lender, (ii) for the account of each
Lender requesting a Note, a Note executed by a Responsible Officer of the Company, (iii) counterparts of the Security Agreement,
and each other Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer
of each other Person party thereto, as applicable and (iv) counterparts of any other Loan Document, executed by a Responsible
Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.


 


(b)          Officer’s
Certificate. The Administrative Agent shall have received an officer’s certificate, in form and substance acceptable
to the Administrative Agent, dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to
the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions
of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the incumbency
(including specimen signatures) of the Responsible Officers of each Loan Party.


 




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(c)          Legal
Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including local counsel opinions)
of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and
substance acceptable to the Administrative Agent.


 


(d)          Financial
Statements and Forecasts. The Administrative Agent and the Lenders shall have received copies of (i) (x) the financial
statements referred to in Section 5.05 and (y) the audited Consolidated balance sheet of the Company and its Subsidiaries
for the fiscal years ended December 31, 2015 and December 31, 2016 (and the related Consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto),
each in form and substance satisfactory to each of them and (ii) forecasts prepared by management of the Company, including
forecasted balance sheets and statements of income or operations and cash flows of the Company and its Restricted Subsidiaries,
on a quarterly basis through and including the fiscal quarter ending December 31, 2018 and on an annual basis for each of the succeeding
five years thereafter.


 


(e)          Personal
Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative
Agent:


 


(i)       (A) searches
of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where
a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies
of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax
lien, judgment and bankruptcy searches;


 


(ii)       searches
of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested
by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;


 


(iii)       completed
UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion,
to perfect the Administrative Agent’s security interest in the Collateral;


 


(iv)       stock
or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank;
in each case to the extent such Pledged Equity is certificated; and


 


(v)       to
the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents,
all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments
as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest
in the Collateral.


 




    	 	-95-	 



     


    

 


(f)           Liability,
Casualty, Property, Terrorism and Business Interruption Insurance. The Administrative Agent shall have received copies of insurance
policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property,
terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required
by the Administrative Agent. The Loan Parties shall have delivered to the Administrative Agent an Authorization to Share Insurance
Information.


 


(g)          Solvency
Certificate. The Administrative Agent shall have received a solvency certificate, in form and substance satisfactory to the
Administrative Agent, signed by a Responsible Officer of the Company as to the financial condition, solvency and related matters
of the Loan Parties and their respective Restricted Subsidiaries, after giving effect to the initial borrowings under the Loan
Documents and the other transactions contemplated hereby.


 


(h)          Perfection
Certificate. The Administrative Agent shall have received a perfection certificate with respect to the Company and the other
Loan Parties signed by a Responsible Officer of the Company and in form and substance satisfactory to the Administrative Agent.


 


(i)           Loan
Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.


 


(j)           Existing
Indebtedness. The Administrative Agent shall have received satisfactory evidence that all indebtedness outstanding under the
Existing Credit Agreement shall have been (or shall substantially simultaneously with the Closing Date be) paid in full, and that
upon such payment, such facility shall have been terminated, and all security interests securing such facility shall have been
terminated and released.


 


(k)          Material
Adverse Effect. Since December 31, 2017, there has been no event or condition, either individually or in the aggregate, that
has had or could reasonably be expected to have a Material Adverse Effect.


 


(l)           No
Litigation. As of the Closing Date, there shall be no actions, suits, proceedings, claims or disputes pending or, to the knowledge
of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before
any Governmental Authority, by or against the Company or any of its Restricted Subsidiaries or against any of their properties
or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions
contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse
Effect.


 


(m)         Consents.
The Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and material
third party consents and approvals necessary in connection with the entering into of this Agreement have been obtained.


 


(n)          Fees
and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to
the Fee Letter and Section 2.09.


 




    	 	-96-	 



     


    

 


(o)          Legal
Expenses. The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent
(directly to such counsel if requested by the Administrative Agent) to the extent invoiced in a reasonably detailed statement and
received by the Company at least two (2) Business Days prior to the Closing Date, plus such additional amounts of such fees, charges
and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to
be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling
of accounts between the Company and the Administrative Agent).


 


(p)          KYC
Information.


 


(i)       Upon
the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Company shall have provided to
such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection
with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation,
the PATRIOT Act, in each case at least five (5) days prior to the Closing Date.


 


(ii)       At
least five (5) days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.


 


(q)          Due
Diligence. The Lenders shall have completed a due diligence investigation of the Company and its Subsidiaries in scope, and
with results, satisfactory to the Lenders.


 


(r)           Other
Documents. All other documents provided for herein or which the Administrative Agent or any other Lender may reasonably request
or require.


 


(s)          Additional
Information. Such additional information and materials which the Administrative Agent and/or any Lender shall reasonably request
or require.


 


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


 


		4.02	Conditions to all Credit Extensions.



 


The obligation of each
Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of
Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:


 


(a)       Representations
and Warranties. The representations and warranties of the Company and each other Loan Party contained in Article II,
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 (i) with respect to representations and warranties that contain a materiality qualification, be true
and correct on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not
contain a materiality qualification, be true and correct in all material respects on and as of the date of such Credit Extension,
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.


 




    	 	-97-	 



     


    

 


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


 


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


 


(d)       Designated
Borrower. If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 to the designation
of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.


 


(e)       Alternative
Currency. In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible
Currency.


 


(f)       Each
Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation
of Eurocurrency Rate Loans) submitted by the Borrowers 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


 


Each Borrower represents
and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:


 


		5.01	Existence, Qualification and Power.



 


Each of the Borrowers and
each of its Restricted 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 (c) is duly
qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such qualification or license; except in each case referred to
in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect. The copy of the Organization Documents of each Loan Party provided to the Administrative Agent pursuant to the
terms of this Agreement is, as of the Closing Date, a true and correct copy of each such document, each of which is valid and in
full force and effect.


 




    	 	-98-	 



     


    

 


		5.02	Authorization; No Contravention.



 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized
by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such
Person’s Organization Documents; (b) result in any breach or contravention of, or the creation of any Lien (other than
Liens created under the Loan Documents) under, or require any payment to be made under (i) any Material Indebtedness to which
such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject;
or (c) violate any Law, except in each case referred to in clause (b)(ii) or (c), to the extent that failure
to do so 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority
nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the
remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions,
notices and filings which have been duly obtained, (ii) filings to perfect the Liens created by the Collateral Documents and
(iii) those the failure to obtain or make which, individually or in the aggregate, could not reasonably be expected to result in
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, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principals of equity.


 


		5.05	Financial Statements; No Material Adverse Effect.



 


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


 




    	 	-99-	 



     


    

 


(b)       Quarterly
Financial Statements. The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated March 31, 2018, and
the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended
on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein, and (ii) fairly present, in all material respects, the financial condition of the Company
and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity
for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to
normal year-end audit adjustments.


 


(c)       Material
Adverse Effect. 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.


 


(d)       Forecasted
Financials. The Consolidated forecasted balance sheet, statements of income and cash flows of the Company and its Subsidiaries
delivered pursuant to Section 4.01 or Section 6.01 were prepared in good faith on the basis of the assumptions stated
therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented,
at the time of delivery, the Company’s reasonable estimate of its future financial condition and performance.


 


		5.06	Litigation.



 


There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of any Borrower, threatened, at law, in equity, in arbitration or
before any Governmental Authority, by or against such Borrower or any of its Restricted Subsidiaries or against any of their properties
or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions
contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse
Effect.


 


		5.07	No Default.



 


Neither any Borrower nor
any Restricted Subsidiary thereof is in default under or with respect to, or a party to, any Material Contract or Material Indebtedness
that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred
and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


		5.08	Ownership of Property.



 


Each Borrower and each
of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




    	 	-100-	 



     


    

 


		5.09	Environmental Compliance.



 


(a)       Each
Borrower’s and its respective Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of
existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on
their respective businesses, operations and properties, and as a result thereof the Borrowers have reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)       Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) neither any
Borrower nor any of its Restricted Subsidiaries is undertaking, and has not completed, either individually or together with other
potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened
release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the
order of any Governmental Authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated,
used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Borrower
or any of its Restricted Subsidiaries have been disposed of in a manner not reasonably expected to result in liability to any Borrower
or any of its Restricted Subsidiaries.


 


		5.10	Insurance.



 


The properties of the Borrowers
and their Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Company,
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 applicable Borrower or the applicable Restricted Subsidiary operates. The
general liability, casualty, property, terrorism and business interruption insurance coverage of the Borrowers and their Restricted
Subsidiaries as in effect on the Closing Date is outlined as to carrier, policy number, expiration date, type, amount and deductibles
on Schedule 5.10 and such insurance coverage complies with the requirements set forth in this Agreement and the other Loan
Documents.


 


		5.11	Taxes.



 


Each Borrower and its Restricted
Subsidiaries have filed all federal, state and other tax returns and reports required to be filed, and have 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 (a) 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 (b) to the extent the failure to do
so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no proposed
tax assessment against any Borrower or any Restricted Subsidiary that would, if made, have a Material Adverse Effect, nor is there
any tax sharing agreement applicable to the Company or any Restricted Subsidiary other than as set forth on Schedule 5.11.


 




    	 	-101-	 



     


    

 


		5.12	ERISA Compliance.



 


No ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect.  The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification No. 715) did
not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10,000,000 the fair market
value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based
on the assumptions used for purposes of Accounting Standards Codification No. 715) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $25,000,000 the fair market value of the assets of all such underfunded
Plans.


 


		5.13	Margin Regulations; Investment Company Act.



 


(a)       Margin
Regulations. No Borrower is engaged nor will 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. Following the application of the proceeds of each Borrowing or drawing under each Letter
of Credit, not more than twenty-five percent (25%) of the value of the assets (either of a Borrower only or of such Borrower and
its Restricted Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05
or subject to any restriction contained in any agreement or instrument between any Borrower and any Lender or any Affiliate of
any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.


 


(b)       Investment
Company Act. None of the Company, any Person Controlling the Company, or any Restricted Subsidiary is or is required to be
registered as an “investment company” under the Investment Company Act of 1940.


 


		5.14	Disclosure.



 


Each Borrower has disclosed
to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information
furnished (whether in writing or orally) (other than projections, financial estimates, forecasts and other forward-looking information,
and other information of a general economic or industry specific nature) by or on behalf of any Borrower or any of its Subsidiaries
to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement
or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial
information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time.


 




    	 	-102-	 



     


    

 


		5.15	Compliance with Laws.



 


Each Borrower and each
Restricted Subsidiary thereof is in compliance 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	Solvency.



 


Each Loan Party is, together
with its Subsidiaries on a Consolidated basis, Solvent.


 


		5.17	Sanctions Concerns and Anti-Corruption Laws.



 


(a)       Sanctions
Concerns. No Borrower, nor any Subsidiary, nor, to the knowledge of the Borrowers and their Subsidiaries, any director, officer,
employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual
or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated
Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced
by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.


 


(b)       Anti-Corruption
Laws. The Borrowers, their Subsidiaries, and to the knowledge of the Company, their respective directors, officers, employees
and agents have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery
Act 2010 and other similar anti-corruption legislation in other jurisdictions, and the Borrower and their Subsidiaries have instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws.


 


		5.18	Subsidiaries; Equity Interests; Loan Parties.



 


(a)       Subsidiaries,
Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.18(a), is the following information which
is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in
accordance with Sections 6.02, 6.13 and 6.14: (i) a complete and accurate list of all Subsidiaries
(and identifies each Subsidiary that is a Domestic Subsidiary, each that is a Material Subsidiary, each that is a Foreign Subsidiary,
and each that is an Unrestricted Subsidiary), joint ventures and partnerships and other equity investments of the Loan Parties
as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02,
6.13 and 6.14, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the
number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries
and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests
in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees
or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary
thereof, except as contemplated in connection with the Loan Documents. As of the Closing Date, no Subsidiary is an Unrestricted
Subsidiary.


 




    	 	-103-	 



     


    

 


(b)       Loan
Parties. Set forth on Schedule 5.18(b) is a complete and accurate list of all Loan Parties, showing as of the Closing
Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13
and 6.14, (as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in
the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable,
(iv) the type of organization, (v) the address of its chief executive office, (vi) the address of its principal
place of business, (vii) its U.S. federal taxpayer identification number, and (viii) the organization identification
number.


 


		5.19	Collateral Representations.



 


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


 


(b)       Intellectual
Property. Set forth on Schedule 5.19(b), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of all registered or issued
Intellectual Property (including all applications for registration and issuance) owned by each of the Loan Parties or that each
of the Loan Parties has the right to (including the name/title, current owner, registration or application number, and registration
or application date and such other information as reasonably requested by the Administrative Agent).


 


(c)       Commercial
Tort Claims. Set forth on Schedule 5.19(c), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a description of all Commercial Tort
Claims of the Loan Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the Administrative Agent).


 


(d)       Pledged
Equity Interests. Set forth on Schedule 5.19(d), as of the Closing Date and as of the last date such Schedule was
required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of (i) all Pledged
Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents
(in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the
number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each
class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).


 




    	 	-104-	 



     


    

 


		5.20	EEA Financial Institutions.



 


No Loan Party is an EEA
Financial Institution.


 


5.21       Intellectual
Property; Licenses, Etc.


 


Each Borrower and each
of its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights,
patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation
of their respective businesses, without conflict with the rights of any other Person except for those the failure to own or possess
the right to use could not reasonably be expected to result in a Material Adverse Effect. To the best knowledge of the Borrowers,
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 Restricted Subsidiaries infringes upon any rights held by any other Person except
for such infringements which either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrowers, threatened, which,
either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


5.22       Labor
Matters.


 


As of the Closing Date,
there are no strikes, lockouts or slowdowns against the Company or any of its Restricted Subsidiaries pending or, to the knowledge
of the Company, threatened.  The hours worked by and payments made to employees of the Company and its Restricted Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with such matters in any manner
that could reasonably be expected to have a Material Adverse Effect.  All payments due from the Company or any Restricted
Subsidiary, or for which any claim may be made against any of them, on account of wages and employee health and welfare insurance
and other benefits, have been paid or accrued as a liability on the books of the Company and its Restricted Subsidiaries except
to the extent non-payment could not reasonably be expected to have a Material Adverse Effect.


 


5.23       Beneficial
Ownership Certification.


 


As of the Closing Date,
the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.


 


ARTICLE VI


AFFIRMATIVE COVENANTS


 


Each of the Borrowers hereby
covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Borrower shall, and shall
cause each Restricted Subsidiary (and with respect to Section 6.17, each Subsidiary) to (except in the case of (x) the
covenants set forth in Sections 6.01, 6.02 and 6.03, in which case, the Company shall):


 




    	 	-105-	 



     


    

 


		6.01	Financial Statements.



 


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


 


(a)       Audited
Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the
Company (commencing with the fiscal year ended December 31, 2018), a Consolidated balance sheet of the Company and its Subsidiaries
as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in shareholders’
equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal
year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report of KPMG LLP or other independent
certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report shall
be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of such audit.


 


(b)       Quarterly
Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the first
three (3) fiscal quarters of each fiscal year of the Company (commencing with the fiscal quarter ended June 30, 2018), a Consolidated
balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements
of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the
Company’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 and prepared
in accordance with GAAP, certified by the chief financial officer, principal accounting officer, treasurer or controller who is
a Responsible Officer of the Company as fairly presenting in all material respects the financial condition, results of operations,
shareholders’ equity and cash flows of the Company and its Subsidiaries, subject only to normal year-end audit adjustments
and the absence of footnotes.


 


As to any information contained
in materials furnished pursuant to Section 6.02(e), the Company shall not be separately required to furnish such information
under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Company
to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.


 


		6.02	Certificates; Other Information.



 


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


 


(a)       Compliance
Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing
with the delivery of the financial statements for the fiscal quarter ended June 30, 2018, (i) a duly completed Compliance
Certificate signed by the chief financial officer, principal accounting officer, treasurer or controller who is a Responsible Officer
of the Company, and (ii) at any time when any Subsidiary is an Unrestricted Subsidiary, setting forth in a reasonably detailed
schedule, a comparison of the consolidated results under clause (a) or (b) above with the financial condition
and results of operations of the Company and its consolidated Restricted Subsidiaries. Unless the Administrative Agent or a Lender
requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and
shall be deemed to be an original and authentic counterpart thereof for all purposes.


 




    	 	-106-	 



     


    

 


(b)       Updated
Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a) with respect
to the delivery of the annual financial statements referred to in Sections 6.01(a), the following updated Schedules to this
Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such
Schedule true and correct as of the date of such Compliance Certificate: Schedules 5.18(a), 5.18(b), 5.19(b),
5.19(c), and 5.19(d).


 


(c)       Changes
in Entity Structure. Within ten (10) days prior to any merger, consolidation, dissolution or other change in entity structure
of any Loan Party, provide notice of such change in entity structure to the Administrative Agent. Provide notice to the Administrative
Agent of any change in any Loan Party’s legal name, state of organization, or organizational existence in accordance with
Section 7.12(c).


 


(d)       Audit
Reports; Management Letters; Recommendations. 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 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.


 


(e)       Annual
Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report
or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration
statements which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange
Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative
Agent pursuant hereto.


 


(f)       Debt
Securities Statements and Reports. Promptly after the furnishing thereof, copies of any material statement or report furnished
to any holder of debt securities of the Company or of any of its Restricted Subsidiaries pursuant to the terms of any indenture,
loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or
any other clause of this Section.


 


(g)       SEC
Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by any Company or any Restricted Subsidiary
thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction)
concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational
results of the Company or any Restricted Subsidiary thereof.


 




    	 	-107-	 



     


    

 


(h)       Environmental
Notice. Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance
by the Company or any of its Restricted Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be
expected to have a Material Adverse Effect.


 


(i)       Specified
Acquisition. If the Company elects to have a Specified Acquisition Period apply with respect to a Specified Acquisition, written
notice of such election within 30 days of the consummation of the Specified Acquisition.


 


(j)       Additional
Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of the Company
or any Restricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.


 


Documents required to be delivered pursuant
to Section 6.01(a) or (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on
which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website
address listed on Schedule 1.01(a); or (b) on which such documents are posted on the Company’s behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such
documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify
the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and
provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent
shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


The Company hereby acknowledges that (A) the
Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C
Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the
“Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel
who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities
of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’
securities. The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have
authorized the Administrative Agent, any Affiliate thereof, each Arranger, each L/C Issuer and the Lenders to treat such Borrower
Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to
the Company or its securities for purposes of United States federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07);
(3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Side Information;” and (4) the Administrative Agent and any Affiliate thereof
and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Side Information”.


 




    	 	-108-	 



     


    

 


		6.03	Notices.



 


Promptly, but in any event
within five (5) Business Days, notify the Administrative Agent and 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 (i) breach
or non-performance of, or any default under, a Contractual Obligation of the Company or any Restricted Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between the Company or any Restricted Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company
or any Restricted Subsidiary, including pursuant to any applicable Environmental Laws;


 


(c)       the
occurrence of any Investment Grade Date;


 


(d)       of
the occurrence of any Collateral Trigger Event;


 


(e)       of
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Company and its Restricted Subsidiaries in an aggregate amount exceeding $25,000,000 (inclusive of
fees and penalties);


 


(f)       of
any material change in accounting policies or financial reporting practices by the Company or any Restricted Subsidiary thereof
except as required by GAAP; and


 


(g)       after
receipt thereof by the Company or any Restricted Subsidiary thereof, copies of all notices, requests and other documents (including
amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar
agreement with respect to any Material indebtedness regarding or related to any breach or default by any party thereto or any other
event that could have a Material Adverse Effect.


 


Each notice pursuant to
this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the
occurrence referred to therein and to the extent applicable, stating what action the Company 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.


 




    	 	-109-	 



     


    

 


		6.04	Payment of Obligations.



 


Pay its Indebtedness and
other obligations, including Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity
or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Restricted Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends
collection of the contested obligation and enforcement of any Lien securing such obligation and (d) the failure to make payment
pending such contest could not, individually or in the aggregate, reasonably be expected to result in 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 in a transaction permitted by Section 7.04 or 7.05;


 


(b)       take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal conduct of its
business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and


 


(c)       preserve
or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which 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 make all necessary repairs thereto and renewals and replacements thereof, except
where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and


 


(b)       with
respect to Intellectual Property which is material to the business of the Company and its Restricted Subsidiaries, maintain, renew,
prosecute, enforce and defend such Intellectual Property, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.


 


		6.07	Maintenance of Insurance.



 


(a)       Maintenance
of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Company, 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, including, without limitation, terrorism insurance.


 




    	 	-110-	 



     


    

 


(b)       Evidence
of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest
may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of
any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree,
by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that
it will give the Administrative Agent 30 days prior written notice before any such policy or policies shall be altered or cancelled
(or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current
insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance
as required by the Administrative Agent, including, but not limited to: (i) certified copies of such insurance policies, (ii) evidence
of such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance
certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages for each
insurance policy and (iv) lender’s loss payable endorsement if the Administrative Agent for the benefit of the Secured
Parties is not on the declarations page for such policy. As requested by the Administrative Agent, the Loan Parties agree to deliver
to the Administrative Agent an Authorization to Share Insurance Information.


 


		6.08	Compliance with Laws.



 


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


 


6.09       Books
and Records. 


 


Maintain proper books of
record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of such Borrower or such Restricted Subsidiary, as the case may be.


 


		6.10	Inspection and Audit Rights.



 


Permit representatives
and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine
its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances
and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business
hours and as often as may be reasonably desired, upon reasonable advance notice to the Company, all at the expense of the Administrative
Agent or such Lender (unless a Default or an Event of Default exists, in which case the expense shall be for the Company as provided
below); provided, however, that when a Default or an Event of Default exists the Administrative Agent or any Lender
(or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company
at any time during normal business hours and without advance notice.


 




    	 	-111-	 



     


    

 


		6.11	Use of Proceeds.



 


Use the proceeds of the
Credit Extensions to finance the Transactions and the Transaction Costs and for working capital and other general corporate purposes
not in contravention of any Law or of any Loan Document.


 


		6.12	Material Contracts.



 


Perform and observe all
the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full
force and effect, enforce each such Material Contract in accordance with its terms, and cause each of its Restricted Subsidiaries
to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.


 


		6.13	Covenant to Guarantee Obligations.



 


The Borrowers will cause
each of their Subsidiaries (other than any Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly
(and in any event within 30 days after such Subsidiary is formed or acquired or ceases to be an Excluded Subsidiary (or such longer
period of time as agreed to by the Administrative Agent in its sole discretion)) become a Guarantor hereunder by executing a guaranty
or guaranty supplement in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the
Loan Parties shall give notice to the Administrative Agent promptly upon creating a Subsidiary, acquiring the Equity Interests
of any other Person, or a Subsidiary ceasing to be an Excluded Subsidiary. In connection with the foregoing, the Loan Parties shall
deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation
required pursuant to Sections 4.01(b) and (f) and 6.14 and such other documents or agreements as the
Administrative Agent may reasonably request, including without limitation, (a) legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and
(b) updated Schedules 5.18(a), 5.18(b), 5.19(b), 5.19(c), and 5.19(d).


 


		6.14	Covenant to Give Security.



 


Prior to the occurrence
of an Investment Grade Date (and following any Collateral Trigger Event) (and except with respect to Excluded Property):


 


(a)          Equity
Interests and Personal Property.


 


(i)       With
respect to any property (other than any Excluded Property) acquired after the Closing Date by any Loan Party or any property that
ceases to be Excluded Property, promptly (but in any event within 30 days after such acquisition or the date on which such property
ceases to be Excluded Property (or such longer period as may be agreed to by the Administrative Agent in its sole discretion)),
(A) execute and deliver to the Administrative Agent such amendments or addendums to the Collateral Documents or such other
documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured
Parties, a security interest in such property, (B) take all actions necessary to grant to the Administrative Agent, for the
benefit of the Secured Parties, a perfected first priority security interest in such property (subject only to applicable Permitted
Liens), including without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Collateral
Documents or by law or as may be reasonably requested by the Administrative Agent, and (C) if requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative Agent.


 




    	 	-112-	 



     


    

 


(ii)       With
respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes
of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by any Loan Party, promptly
(but in any event within 30 days after such acquisition or the date on which such existing Subsidiary ceases to be an Excluded
Subsidiary (or such longer period as may be agreed to by the Administrative Agent in its sole discretion)) (A) execute and
deliver to the Administrative Agent such amendments or addendums to the Collateral Documents as the Administrative Agent deems
necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest
in the Equity Interests of such new Subsidiary that is directly owned by such Loan Party (subject only to applicable Permitted
Liens) (provided that in no event shall (x) voting Equity Interests in any Foreign Subsidiary that is a CFC or any CFC Holdco,
in each case, in excess of 65% of all such voting Equity Interests and (y) all Equity Interests in any Domestic Subsidiary or Foreign
Subsidiary in each case that is owned by a Foreign Subsidiary that is a CFC, be required to be so pledged), (B) cause such
new Subsidiary to become a party to the Collateral Documents, and any other applicable security documents reasonably deemed necessary
by the Administrative Agent to grant the Administrative Agent for the benefit of the Lenders and the Secured Parties a security
interest in all of such new Subsidiary’s right, title, and interest to the property of such Subsidiary (other than Excluded
Property) (C) deliver to the Administrative Agent substantially the same documentation required pursuant to Section 4.01(b),
(e), (f), and (h), and (D) if requested by the Administrative Agent, deliver to the Administrative Agent
legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.


 


(b)          Updated
Schedules. Concurrently with the delivery of any Collateral or Collateral Documents pursuant to the terms of this Section,
the Borrowers shall provide, or cause the applicable Loan Party to provide, the Administrative Agent with the applicable updated
Schedule(s): 5.18(a), 5.18(b), 5.19(c), and 5.19(d).


 


(c)          Further
Assurances. At any time prior to the occurrence of an Investment Grade Date or after a Collateral Trigger Event, upon request
of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other
action as the Administrative Agent may deem necessary to maintain in favor of the Administrative Agent, for the benefit of the
Secured Parties, Liens on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of
the Loan Parties under, the Loan Documents and all applicable Laws.


 




    	 	-113-	 



     


    

 


(d)          Investment
Grade Date Release. If at any time following the Closing Date an Investment Grade Date occurs, so long as no Event of Default
then exists, at the Company’s request (the date of such request, the “Collateral Release Date”) the Liens
under the Collateral Documents securing the Obligations shall automatically be released without further action by the parties hereto.
From and after the Collateral Release Date, the Administrative Agent shall promptly, at the Borrowers’ expense, execute,
deliver and/or file all such further releases, termination statements, documents, agreements, certificates and instruments and
do such further acts as the Company may reasonably require to more effectively evidence or effectuate such release.


 


(e)          Collateral
Trigger Date. If at any time following a Collateral Release Date a Collateral Trigger Event occurs, then within 30 days of
such Collateral Trigger Event (or such longer period as may be agreed to by the Administrative Agent in its sole discretion so
long as the Loan Parties are pursuing delivery of the relevant items in good faith), with respect to each Loan Party, promptly
(A) execute and deliver a security agreement and each other collateral document (in each case in substantially the same form
as the Security Agreement and each other Collateral Document in effect immediately prior to such Collateral Release Date granting
to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in each Loan Party’s
right, title, and interest to the property of such Loan Party (other than Excluded Property)), in each case executed by a Responsible
Officer of the Loan Parties and a duly authorized officer of each other Person party thereto, (B) take all such other actions
necessary to grant to the Administrative Agent for the benefit of the Secured Parties, a perfected first priority security interest
in all of such Loan Party’s right, title, and interest to the property of such Loan Party (other than Excluded Property),
(C) deliver to the Administrative Agent substantially the same documentation required pursuant to Section 4.01(b),
(e), (f), and (h), and (D) deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative
Agent.


 


		6.15	Ownership of Subsidiaries. 



 


(a)       Ensure
that all Equity Interests in Restricted Domestic Subsidiaries are owned directly or indirectly at all times only by the Company
or one or more other Domestic Subsidiaries.


 


(b)       Ensure
that all Equity Interests in Material Subsidiaries that are Restricted Subsidiaries are owned directly or indirectly at all times
only by the Company or one or more Guarantors.


 




    	 	-114-	 



     


    

 


		6.16	Further Assurances.



 


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


 


		6.17	Anti-Corruption Laws.



 


Conduct its business in
compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption
legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws.


 


		6.18	KYC and Beneficial Ownership Regulation Documentation. 



 


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


 


ARTICLE
VII

NEGATIVE COVENANTS


 


Each of the Borrowers hereby
covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Borrower shall, nor shall
it permit any Restricted Subsidiary (or, in the case of Sections 7.14 and 7.15, any Subsidiary) to, directly or indirectly:


 


		7.01	Liens.



 


Create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the
following (the “Permitted Liens”):


 


(a)       Liens
created under the Loan Documents;


 


(b)       Permitted
Encumbrances;


 




    	 	-115-	 



     


    

 


(c)       any
Lien on any property or asset of any Borrower or any Restricted Subsidiary existing on the Closing Date and set forth in Schedule 7.01;
provided  that (i) such Lien shall not apply to any other property or asset of the Company or any Restricted Subsidiary
(other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto)
and (ii) such Lien shall secure only those obligations which it secures on the Closing Date;


 


(d)       any
Lien existing on any property or asset prior to the acquisition thereof by any Borrower or any Restricted Subsidiary or existing
on any property or asset of any Person that is merged or consolidated with or into any Borrower or any of its Restricted Subsidiaries
or becomes a Subsidiary after the Closing Date prior to the time such Person is so merged or consolidated or becomes a Subsidiary;
provided  that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person
becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of any Borrower or any
Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect of such acquired property
and assets fixed or appurtenant thereto) and (iii) such Lien shall secure only those obligations which it secures on the date of
such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be;


 


(e)       Liens
on fixed or capital assets acquired, constructed or improved by any Borrower or any Restricted Subsidiary, including Liens deemed
to exist in respect of assets subject to Capital Lease Obligations; provided  that (i) such security interests secure
Indebtedness permitted by clause (f) of Section 7.02, (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets
and (iv) such security interests shall not apply to any other property or assets of the Company or any Restricted Subsidiary (other
than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto);


 


(f)       Liens
securing Intercompany Debt permitted under Section 7.02(d), so long as any such Liens on property or assets of any
Loan Party are subordinated to the Liens created under the Loan Documents on the terms provided in Annex I to the Guaranty or other
terms acceptable to the Administrative Agent;


 


(g)       Extensions,
renewals or replacements of any Lien referred to in clauses (c), (d) and (e) of this Section; provided
that the principal amount of the Indebtedness or obligations secured thereby is not increased, and that any such extension, renewal
or replacement is limited to the assets originally encumbered thereby;


 


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


 


(i)       Liens
on assets of Foreign Subsidiaries securing Indebtedness permitted under Section 7.02(i);


 




    	 	-116-	 



     


    

 


(j)       Liens
in favor of a seller solely on any cash earnest money deposits made by any Borrower or any of its Restricted Subsidiaries in connection
with any letter of intent or purchase agreement with respect to any Permitted Acquisition;


 


(k)       Liens
that are contractual or common law rights of set-off relating to (A) the establishment of depository relations in the ordinary
course of business with banks not given in connection with the issuance of Indebtedness or (B) pooled deposit or sweep accounts
of any Borrower and any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary
course of business of the Company and its Restricted Subsidiaries;


 


(l)       Liens
of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection;


 


(m)       additional
Liens incurred by the Company and its Restricted Subsidiaries so long as the value of the property subject to such Liens, and the
Indebtedness and other obligations secured thereby do not exceed $10,000,000 at any time;


 


(n)       Liens
(x) on deposit accounts established for the purpose of receiving the proceeds of Receivables sold or transferred in connection
with a Permitted Receivables Transaction; provided  that any amounts deposited into such accounts that do not represent
(i) such proceeds or (ii) amounts deposited into such accounts to establish or maintain a minimum balance shall be transferred
out of such accounts by or at the direction of the Company as soon as reasonably practicable but in any event within 15 days from
the date of their deposit into such accounts; and (y) on Receivables and Receivables Related Rights subject of a Permitted Receivables
Transaction; and


 


(o)       Liens
deemed to exist on assets of any Borrower or any Restricted Subsidiary subject to a Permitted Sale and Leaseback Transaction; provided
that (i) such security interests secure Indebtedness permitted by clause (o) of Section 7.02, (ii) such security
interests and the Indebtedness secured thereby are incurred prior to or within 90 days after the closing of such Sale and Leaseback
Transaction, (iii) the Indebtedness secured thereby does not exceed the fair market value of such assets, and (iv) such
security interests shall not apply to any other property or assets of the Company or any Restricted Subsidiary (other than improvements,
accessions, or proceeds in respect thereof and assets fixed or appurtenant thereto).


 


		7.02	Indebtedness.



 


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


 


(a)       the
Obligations (including for the avoidance of doubt any Indebtedness incurred pursuant to the Incremental Revolving Facility and
the Incremental Term Facility);


 


(b)       Subordinated
Debt and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof,
or result in an earlier maturity date or decreased weighted average life thereof, or modify the subordination terms applicable
thereto in any manner that is less favorable to the Lenders than the terms being modified;


 




    	 	-117-	 



     


    

 


(c)       Indebtedness
existing on the Closing Date and set forth in Schedule 7.02  and extensions, renewals and replacements of any
such Indebtedness that do not increase the outstanding principal amount thereof, shorten the maturity or the weighted average life
thereof, or change any direct or indirect obligor with respect thereto;


 


(d)       Intercompany
Debt (to the extent permitted by Section 7.03), so long as any such Indebtedness of a Loan Party is subordinated to
the Obligations on the terms set forth in the Guaranty or other terms acceptable to the Administrative Agent;


 


(e)       Guarantees
by any Borrower or any Restricted Subsidiary of Indebtedness of any Borrower or any Restricted Subsidiary which Indebtedness is
permitted under this Section, provided, in no event shall any Borrower or any Restricted Subsidiary guarantee the Indebtedness
of any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Loan Party hereunder;


 


(f)       Indebtedness
of the Company or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets
or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted
average life thereof; provided  that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition
or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this
clause (f) shall not exceed $100,000,000 at any time outstanding;


 


(g)       Indebtedness
of any Person that becomes a Domestic Subsidiary that is a Restricted Subsidiary after the Closing Date; provided 
that (i) such Indebtedness exists at the time such Person becomes a Domestic Subsidiary and is not created in contemplation of
or in connection with such Person becoming a Domestic Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted
by this clause (g) shall not exceed twenty-five percent (25%) of Consolidated EBITDA calculated on a Pro Forma Basis
for the most recently ended Measurement Period for which financial statements of the Company have been delivered (or were required
to be delivered) as required by this Agreement at the time any such Person becomes a Domestic Subsidiary;


 


(h)       unsecured
Indebtedness of the Company that (i) has no maturity earlier than twelve months after the Maturity Date hereunder and (ii) does
not require any scheduled repayment, defeasance, or redemption (or sinking fund therefor) of any principal amount thereof prior
to maturity and (iii) the indenture or other agreement governing such Indebtedness does not contain maintenance financial covenants
or other covenants, terms, and conditions which are more restrictive on the Company and its Restricted Subsidiaries, taken as a
whole, than the terms and conditions of this Agreement; provided that, after giving effect to the incurrence of such Indebtedness
and any substantially concurrent application of the proceeds thereof on a Pro Forma Basis, the Company and its Restricted Subsidiaries
shall be in Pro Forma Compliance with each of the financial covenants contained in Section 7.11 as at the last day
of the most recently ended Measurement Period;


 




    	 	-118-	 



     


    

 


(i)       other
secured Indebtedness incurred by Foreign Subsidiaries that are Restricted Subsidiaries for working capital purposes in an aggregate
principal amount not exceeding twenty-five percent (25%) of Consolidated EBITDA for the most recently ended Measurement Period
at the time any such Indebtedness is incurred;


 


(j)       Indebtedness
of any Borrower or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn by any Borrower or such Restricted Subsidiary in the ordinary course of business
against insufficient funds;


 


(k)       (i) Indebtedness
of any Borrower or any of its Restricted Subsidiaries in the form of earn-outs, indemnification, incentive, non-compete, consulting
or other similar arrangements and other contingent obligations in respect of Acquisitions or any other Investments permitted by
Section 7.03 (both before and after any liability associated therewith becomes fixed) and (ii) Indebtedness incurred
by any Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification related to sales of
goods or adjustment of purchase price or similar obligations in any case incurred in connection with the Disposition of any business,
assets or Subsidiary;


 


(l)       obligations
in respect of performance, bid, customs, government, appeal and surety bonds, performance and completion guaranties and similar
obligations provided by any Borrower or any of its Restricted Subsidiaries, in each case in the ordinary course of business;


 


(m)       Indebtedness
owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in
the ordinary course of business;


 


(n)       Indebtedness
owing in connection with a Permitted Receivables Transaction in the event that any purchase of Receivables thereunder is not characterized
as a “true sale”; and


 


(o)       Permitted
Sale and Leaseback Obligations in an aggregate amount not to exceed $25,000,000 at any time.


 


		7.03	Investments.



 


Make or hold any Investments,
except:


 


(a)       Permitted
Investments by any Borrower and any Restricted Subsidiary and Permitted Foreign Investments by any Foreign Subsidiary that is a
Restricted Subsidiary, to the extent such Permitted Foreign Investments are generated by a Foreign Subsidiary organized in the
same jurisdiction of organization of the commercial bank with which such Investment is maintained;


 


(b)       Investments
existing on the Closing Date and set forth on Schedule 7.03;


 


(c)       Investments
existing on the Closing Date in Restricted Subsidiaries;


 




    	 	-119-	 



     


    

 


(d)       additional
Investments in Persons that, immediately prior to such investments, are Restricted Subsidiaries and which, in the case of Investments
in Foreign Subsidiaries, consist of capital contributions made to such Foreign Subsidiary for the purpose of capital expenditures
and operations in the ordinary course of business;


 


(e)       Investments
by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party;


 


(f)       Investments
consisting of all the issued and outstanding capital stock, or all or substantially all the assets or a division, line of business,
or other business unit of Persons engaged in lines of business permitted under Section 7.07; provided 
that (i) no Default shall have occurred and be continuing at the time any such Investment is made or would occur as a result thereof,
and (ii) immediately after giving effect to such Investment, the Consolidated Leverage Ratio on a Pro Forma Basis shall not exceed
the then applicable Consolidated Leverage Ratio pursuant to Section 7.11; provided, further, that if
the Consolidated Leverage Ratio on a Pro Forma Basis shall be greater than 0.5x less than the then applicable Consolidated Leverage
Ratio pursuant to Section 7.11  immediately after giving effect to such Investment, such Investment shall be paid
for with cash consideration only in an amount that, when combined with the aggregate cash consideration for all other Investments
made at times when the Consolidated Leverage Ratio on a Pro Forma Basis is greater than 0.5x less than the then applicable Consolidated
Leverage Ratio pursuant to Section 7.11  for the most recently ended Measurement Period, does not exceed $100,000,000
in the aggregate over the term of this Agreement (any such Investment described in this clause (e), a “Permitted
Acquisition”);


 


(g)       Guarantees
constituting Indebtedness permitted by Section 7.02; provided  that a Restricted Subsidiary shall not Guarantee
any Subordinated Debt;


 


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


 


(i)       accounts
receivable arising in the ordinary course of business;


 


(j)       Investments
held by any Restricted Subsidiary at the time it becomes a Subsidiary in a transaction permitted by this Section 7.03;


 


(k)       reasonable
advances to officers and employees of any Borrower or any Restricted Subsidiary for travel arising in the ordinary course of business;


 


(l)       loans
to officers and employees of any Borrower or any Restricted Subsidiary, not to exceed $1,000,000 in the aggregate at any one time
outstanding;


 


(m)       promissory
notes and other noncash consideration received by any Borrower and its Restricted Subsidiaries in connection with any asset sale
permitted hereunder;


 


(n)       advances
in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid
in accordance with customary trade terms of any Borrower or any of its Restricted Subsidiaries;


 




    	 	-120-	 



     


    

 


(o)       Guarantees
by the Company of obligations of Restricted Subsidiaries incurred in the ordinary course of business and not constituting Indebtedness;
and


 


(p)       other
Investments made by any Borrower or any Restricted Subsidiary at times when no Default or Event of Default shall have occurred
and be continuing or would occur as a result thereof and that, taken together with all other Investments made after the Closing
Date under this clause (p) would not exceed the greater of (i) $25,000,000 and (ii) twenty-five percent (25%) of Consolidated
EBITDA for the most recently ended Measurement Period at the time any such Investment is made.


 


		7.04	Fundamental Changes. 



 


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


 


(a)       any
Person may merge into the Company in a transaction in which the Company is the surviving Person;


 


(b)       any
Person may merge with or into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary;
provided  that (A) if any party to such merger is a Loan Party the surviving Person must also be a Loan Party and must
succeed to all the obligations of such Loan Party under the Loan Documents or simultaneously with such merger, the continuing or
surviving Person shall become a Loan Party and (B) if any party to such merger is a Restricted Subsidiary the surviving Person
shall also be a Restricted Subsidiary unless designated as an Unrestricted Subsidiary pursuant to the definition of such term;


 


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


 


(d)       Dispositions
permitted by Section 7.05;


 


provided that any such merger involving
a Person that is not a Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by
Section 7.03.


 


		7.05	Dispositions.



 


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


 


(a)       (i)
sales of inventory, used or surplus equipment, Permitted Investments and Permitted Foreign Investments, (ii) leases or sales of
real property, (iii) leases or licenses of personal property, and (iv) sale, transfer, abandonment or other disposition of intellectual
property no longer used or useful in the conduct of the business, in each case in the ordinary course of business or as expressly
permitted elsewhere in this Agreement;


 




    	 	-121-	 



     


    

 


(b)       sales,
transfers and dispositions to a Borrower or a Restricted Subsidiary; provided any such sales, transfers and dispositions
from a Loan Party to a non-Loan Party are in the ordinary course of business at prices and on terms and conditions not less favorable
to the Company or such non-Loan Party than could be obtained on an arm’s-length basis from unrelated third parties;


 


(c)       sales,
transfers and dispositions to any Unrestricted Subsidiary; provided  that such sales, transfers and dispositions are
in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Unrestricted
Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties;


 


(d)       sales,
transfers and other dispositions of other assets (other than transfers of less than 100% of the Equity Interests in any Subsidiary)
for fair market value; provided  that (i) the aggregate proceeds from such sales, transfers and other dispositions
during any fiscal year shall not exceed the greater of (A) 10% of Consolidated Net Tangible Assets as of the beginning of such
fiscal year and (B) 10% of Consolidated Net Income of the Company and its Restricted Subsidiaries on a consolidated basis for such
fiscal year and (ii) not more than 25% of the aggregate proceeds from such sales, transfers and other dispositions shall be received
in noncash proceeds during any fiscal year;


 


(e)       Dispositions
permitted by Section 7.04;


 


(f)       sales,
transfers and dispositions of Receivables and Receivables Related Rights pursuant to a Permitted Receivables Transaction; and


 


(g)       sales,
transfers and dispositions of real estate and related improvements in connection with a Permitted Sale and Leaseback Transaction
for fair market value; provided that (i) aggregate proceeds from such sales, transfers and dispositions shall not exceed
$25,000,000 during the term of this Agreement and (ii) not more than 25% of the aggregate proceeds from any such sale, transfer
or disposition shall be received in noncash proceeds.


 


To the extent any Collateral
is disposed of as expressly permitted by this Section 7.05 to any Person that is not a Loan Party, such Collateral shall
be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any
actions deemed appropriate in order to effectuate the foregoing.


 


		7.06	Restricted Payments; Certain Payments in Respect of Indebtedness.



 


(a)          Declare
or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to
do so, except that:


 


(i)       Restricted
Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests,


 


(ii)       The
Company or any Restricted Subsidiary may declare and pay dividends to holders of any class or series of Disqualified Stock of the
Company or such Restricted Subsidiary, as applicable, issued or incurred in compliance with Section 7.02 to the extent such
dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; and


 




    	 	-122-	 



     


    

 


(iii)       if
no Event of Default has occurred and is continuing or would occur as a result thereof, the Company may make any Restricted Payment
if after giving effect to such Restricted Payment the Consolidated Leverage Ratio on a Pro Forma Basis would not be greater than
0.5x less than the then applicable Consolidated Leverage Ratio pursuant to Section 7.11.


 


(b)         Make
or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of
or in respect of the principal of or interest on any Subordinated Debt or any payment or other distribution (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance,
cancellation or termination of any Subordinated Debt, except:


 


(i)       scheduled
and other mandatory payments of interest and principal in respect of Subordinated Debt; and


 


(ii)       if
no Event of Default has occurred and is continuing or would occur as a result thereof, the Company or such Restricted Subsidiary
may make any payment or other distribution if after giving effect thereto the Consolidated Leverage Ratio on a Pro Forma Basis
would not be greater than 0.5x less than the then applicable Consolidated Leverage Ratio pursuant to Section 7.11;


 


(c)          provided 
that no payment shall be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to
such Subordinated Debt.


 


		7.07	Change in Nature of Business.



 


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


 




    	 	-123-	 



     


    

 


		7.08	Transactions with Affiliates.



 


Enter into or permit to
exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) transactions
which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially
as favorable to such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than
an officer, director or Affiliate, (b) transactions between or among the Company and its Restricted Subsidiaries not involving
any other Affiliate, and (c) any Restricted Payment permitted by Section 7.06  and any Investment permitted
by Section 7.03.  For the avoidance of doubt, this Section 7.08 shall not apply to employment, bonus, retention
and severance arrangements with, and payments of compensation or benefits to or for the benefit of, current or former employees,
consultants, officers or directors of the Company and the Subsidiaries in the ordinary course of business.  For purposes of
this Section 7.03, (x) with respect to any transaction with any Affiliate involving aggregate consideration in excess
of $25,000,000, such transaction shall be deemed to have satisfied the standard set forth in clause (a) of this Section 7.08
if the Company delivers to the Administrative Agent a “fairness” opinion from an accounting, appraisal or investment
banking firm, in any such case of nationally recognized standing that is in the good faith determination of the Company qualified
to render such letter and (y) with respect to any other transaction with any Affiliate, such transaction shall be deemed to have
satisfied the standard set forth in clause (a) of this Section 7.08 if such transaction is approved by a majority of the
Disinterested Directors of the board of directors of the Company or such Subsidiary, as applicable, in a resolution certifying
that such transaction is on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on
an arm’s-length basis from unrelated third parties.  “Disinterested Director” shall mean, with respect to
any Person and transaction, a member of the board of directors of such Person who does not have any material direct or indirect
financial interest in or with respect to such transaction.


 


		7.09	Burdensome Agreements.



 


Enter into, or permit to
exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts
the ability of any Borrower or any Restricted Subsidiary to (i) to act as a Loan Party or (ii) create, incur, or permit
to exist any Lien or any of its property or assets; or (b) encumbers or restricts the ability of any Restricted Subsidiary
to (i) make Restricted Payments, (ii) pay any Indebtedness or other obligation owed to the Company or any Restricted
Subsidiary, (iii) make loans or advances to the Company or any Restricted Subsidiary, (iv) to Guarantee Indebtedness
of the Company or any Restricted Subsidiary, or (v) sell, lease or transfer any of its property to the Company or any other
Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law, Permitted
Encumbrances, any Subordinated Debt, the documents governing any Indebtedness permitted to be incurred pursuant to Section 7.02(h),
or by this Agreement, (B) the foregoing shall not apply to restrictions and conditions existing on the Closing Date identified
on Schedule 7.09  (but shall apply to any extension or renewal of, or any amendment or modification expanding
the scope of, any such restriction or condition), (C) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of any assets pending such sale, provided  such restrictions and conditions
apply only to the assets or Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (D) clause (a)
of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (E) clause (a)
of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and
(F) the foregoing shall not apply to restrictions and conditions that are binding on a Restricted Subsidiary at the time such
Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into in contemplation
of or in connection with such Person becoming a Restricted Subsidiary.


 


		7.10	Use of Proceeds.



 


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


 




    	 	-124-	 



     


    

 


		7.11	Financial Covenants.



 


(a)       Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as
of the end of any fiscal quarter of the Company, commencing with the fiscal quarter ending June 30, 2018, to be less than 3.50
to 1.00.


 


(b)       Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any Measurement Period ending as of the end of any
fiscal quarter of the Company, commencing with the fiscal quarter ending June 30, 2018, to be greater than (i) 3.00 to 1.00
except during a Specified Acquisition Period and (ii) 3.25 to 1.00 during a Specified Acquisition Period.


 


		7.12	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of
Entity and Accounting Changes.



 


(a)       Amend
any of its Organization Documents in any manner which could reasonably be expected to adversely and materially affect the rights
of the Lenders under the Loan Documents or their ability to enforce the same which determination may be made in good faith by the
board of directors of the Company, unless such amendment would impose additional consents or other restrictions or limitations
on the pledge of, or foreclosure or similar transfer of, the Equity Interests of any Restricted Subsidiary, except as otherwise
permitted pursuant to Sections 7.03 or 7.04;


 


(b)       change
the end of its fiscal year to a date other than December 31;


 


(c)       without
providing ten (10) days prior written notice to the Administrative Agent (or such extended period of time as agreed to by the Administrative
Agent), change its name, state of formation, or form of organization; or


 


(d)       make
any change in accounting policies or reporting practices, except as required by GAAP.


 


		7.13	Sale and Leaseback Transactions. 



 


Enter into any Sale and
Leaseback Transaction other than a Permitted Sale and Leaseback Transaction.


 


		7.14	Sanctions.



 


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


 




    	 	-125-	 



     


    

 


		7.15	Anti-Corruption Laws.



 


Directly or indirectly,
use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions.


 


7.16       Amendment
of Material Documents. 


 


Amend, modify or waive
any document evidencing or governing Subordinated Debt in a manner that is materially adverse to the rights or interests of the
Lenders which determination may be made in good faith by the board of directors of the Company, unless such amendment would increase
the outstanding principal amount thereof, or result in an earlier maturity date or decreased weighted average life thereof, or
modify the subordination terms applicable thereto in any manner that is less favorable to the Lenders than the terms being modified.


 


		7.17	Required Guarantors. 



 


The Company will not permit
(a) the Consolidated EBITDA of Restricted Subsidiaries that are Domestic Subsidiaries but not Guarantors to exceed 10% of Consolidated
EBITDA on a Pro Forma Basis or (b) the combined assets of Restricted Subsidiaries that are Domestic Subsidiaries but not Guarantors
to exceed 10% of the assets of the Company and the Restricted Subsidiaries taken as a whole on a Pro Forma Basis.


 


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.
Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein and in the currency required
hereunder, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C
Obligations, or (ii) within five (5) days after the same becomes due, any interest on any Loan or on any L/C Obligation, any
fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or


 


(b)       Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03,
6.05 (with respect to any Borrower) or 6.11, 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 the earlier of (i) any Borrower’s obtaining knowledge thereof or (ii) written notice thereof from the Administrative
Agent to the Company (which notice will be given at the request of any Lender); or


 




    	 	-126-	 



     


    

 


(d)       Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
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 when made or deemed made; or


 


(e)       Cross-Default.
(i) Any Loan Party or any Restricted Subsidiary thereof (A) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise, but after giving effect to any applicable grace period) in respect
of any Material Indebtedness (other than Indebtedness hereunder and obligations under Swap Contracts) or (B) fails to observe
or perform any other agreement or condition relating to any such Material 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, with
the giving of notice if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased
or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior
to its stated maturity; or (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 defined in such Swap Contract) under
such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as defined in such Swap Contract) 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; provided  that this clause (e) shall not apply to secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or


 


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


 


(g)       Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Material Subsidiary (or any group of Subsidiaries that, taken as a
whole, would constitute a Material Subsidiary) 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


 




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(h)       Judgments.
There is entered against any Loan Party or any Material Subsidiary (or any group of Subsidiaries that, taken as a whole, would
constitute a Material Subsidiary) or any combination 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.
An ERISA Event shall have occurred that, in the reasonable opinion of the Required Lenders, when taken together with all other
ERISA Events that have occurred, could reasonably be expected to result in liability of any Loan Party or any Material Subsidiary
in an aggregate amount exceeding (i) $10,000,000 (inclusive of fees and penalties) in any year or (ii) $25,000,000 (inclusive of
fees and penalties) for all periods; or


 


(j)       Invalidity
of Loan Documents. Any Loan Document or 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 Obligations arising
under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the
validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability
or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document;
or it is or becomes unlawful for a Loan Party to perform any of its obligations under the Loan Documents; or


 


(k)       Collateral
Documents. Prior to the occurrence of an Investment Grade Date, or after a Collateral Trigger Event, any Collateral Document
after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to create a valid and perfected first
priority Lien (subject to Permitted Liens) on the Collateral purported to be covered thereby, or any Loan Party shall assert the
invalidity of such Liens; or


 


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


 


Without limiting the provisions
of Article IX, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist until
it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived
by Administrative Agent (with the approval of requisite Appropriate Lenders (in their sole discretion) as determined in accordance
with Section 10.01; and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue
to exist until it is expressly waived by the requisite Appropriate Lenders or by the Administrative Agent with the approval of
the requisite Appropriate Lenders, as required hereunder in Section 10.01.


 




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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 any 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 Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


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


 


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of each 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 Borrowers 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) or if at any time
insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then due hereunder,
any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15,
be applied by the Administrative Agent in the following order:


 


First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (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;


 




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Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest,
and Letter of Credit Fees) payable to the Lenders, and the L/C Issuers (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender
or any L/C Issuer) arising under the Loan Documents 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 Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the
Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers
in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations
then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account
of the applicable 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 Borrowers pursuant to Sections 2.03 and 2.14,
in each case ratably among the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks
in proportion to the respective amounts described in this clause Fourth held by them; and


 


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


 


Subject to Sections 2.03(c) and 2.14,
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth 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 Secured
Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with
amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other
Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section.


 


Notwithstanding the foregoing, Secured Obligations
arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described
above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation
as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.
Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence
shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the
terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.


 




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ARTICLE
IX

ADMINISTRATIVE AGENT


 


		9.01	Appointment and Authority.



 


(a)       Appointment.
Each of the Lenders and the L/C Issuers hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuers, and no Borrower nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein
or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term
is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.


 


(b)       Collateral
Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each
of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuers
hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for
purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of
the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by
the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any
portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction
of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X
(including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect thereto.


 


		9.02	Rights as a Lender.



 


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


 




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		9.03	Exculpatory Provisions.



 


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


 


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


 


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


 


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


 


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


 


(c)          Neither
the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person
to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection
or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral,
or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent.


 




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		9.04	Reliance by Administrative Agent.



 


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


 


		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 Facilities 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.


 




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		9.06	Resignation of Administrative Agent.



 


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


 


(b)       Effect
of Resignation or Removal. With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)
and (ii) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments,
communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to
each Lender and each applicable L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other
than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring
Administrative Agent as of the Resignation Effective Date), and the retiring Administrative Agent shall be discharged from all
of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above
in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor. After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and
(ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other
Loan Documents, including, without limitation, (A) acting as collateral agent or otherwise holding any collateral
security on behalf of any of the Secured Parties and (B) in respect of any actions taken in connection with transferring the agency
to any successor Administrative Agent.


 




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


 


		9.07	Non-Reliance on Administrative Agent and Other Lenders.



 


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


 


		9.08	No Other Duties, Etc.



 


Anything herein to the
contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, an
Arranger, a Lender or an L/C Issuer hereunder.


 


		9.09	Administrative Agent May File Proofs of Claim; Credit Bidding.



 


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 any 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 Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h) and (i),
2.09, 2.10(b) 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 each
L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the L/C Issuers, 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, 2.10(b) 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
L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of
any Lender or L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or L/C Issuer or in
any such proceeding.


 


The Secured Parties hereby
irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the
Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of
the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws
in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in
lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable Law.  In connection with any such credit bid and purchase, the Secured Obligations
owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with
respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would
vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used
in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of
the acquisition vehicle or vehicles that are used to consummate such purchase).  In connection with any such bid (i) the Administrative
Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance
of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition
vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly,
by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in clauses (a) through (j) of Section 10.01 of this Agreement,
and (iii) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral
for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition
vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically
be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account
of the Secured Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need
for any Secured Party or any acquisition vehicle to take any further action.


 




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		9.10	Collateral and Guaranty Matters.



 


Each of the Lenders (including
in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and each L/C Issuer irrevocably authorize the
Administrative Agent, at its option and in its discretion,


 


(a)       to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility
Termination Date, (ii) upon an Investment Grade Date, (iii) that is sold or otherwise disposed of or to be sold or otherwise
disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document,
or (iv) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01;


 


(b)       to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 7.01(e); and


 


(c)       to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted under the 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 or subordinate
its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant
to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrowers’
expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence
the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate
its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with
the terms of the Loan Documents and this Section 9.10.


 


In the case of Receivables
and Receivables Related Rights disposed of pursuant to a Permitted Receivables Transaction, the Liens under the Collateral Documents
on such Receivables and Receivables Related Rights shall automatically be released upon such disposition without further action
by the parties hereto.


 




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The Administrative Agent
shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


		9.11	Secured Cash Management Agreements and Secured Hedge Agreements.



 


Except as otherwise expressly
set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty
or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or
to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification
of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case,
only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the
contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have
been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except
to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of
such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable
Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of,
or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management
Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.


 


		9.12	ERISA Representation.



 


(a)          Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any 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 29 CFR § 2510.3-101, as modified by Section 3(42) of
ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit, or the Commitments,


 




    	 	-138-	 



     


    

 


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


 


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


 


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


 


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


 


(i)       none
of the Administrative Agent or any Arranger 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),


 


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


 




    	 	-139-	 



     


    

 


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


 


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


 


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


 


The representations set
forth in Section 9.10(b)(ii)-(v) above are intended to comply with the U.S. Department of Labor’s regulation Sections
29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997), and if such regulations are no longer
in effect, these representations shall be deemed to be no longer in effect.


 


(c)          The
Administrative Agent and each Arranger 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, and this Agreement, (ii)
may recognize a gain if it extended the Loans, the Letters of Credit, or the Commitments for an amount less than the amount being
paid for an interest in the Loans, the Letters of Credit, or the Commitments by such Lender or (iii) may receive fees or other
payments in connection with the transactions contemplated hereby, the Loan Documents, or otherwise, including structuring fees,
commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees
or fees similar to the foregoing.


 


ARTICLE
X

MISCELLANEOUS


 


		10.01	Amendments, Etc.



 


No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent to any departure by any 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 Borrowers 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:


 




    	 	-140-	 



     


    

 


(a)       waive
any condition set forth in Section 4.01, or, in the case of the initial Credit Extension, Section 4.02, without the
written consent of each Lender;


 


(b)       without
limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension
under a particular Facility without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the
case may be;


 


(c)       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 and agreed that a waiver of any condition precedent in Section 4.02 or of any
Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);


 


(d)       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;


 


(e)       reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) 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 to (i) amend the definition of “Default Rate” or to waive any obligation
of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate or (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;


 


(f)       change
Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender;


 


(g)       change
(i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision
of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder
or thereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii)
of this Section 10.01(g), without the written consent of each Lender or (ii) the definition of “Required Revolving
Lenders” or “Required Term Lenders” as each relates to the related Facility (or the constituent definition
therein relating to such Facility) without the written consent of each Lender under such Facility (it being understood that, solely
with the consent of the parties prescribed by Section 2.18 to be parties to an Incremental Term Facility Amendment, Incremental
Term Facilities may be included in the determination of Required Lenders and Required Term Lenders on substantially the same basis
as the Term Commitments and the Term Loans are included on the Closing Date);


 




    	 	-141-	 



     


    

 


(h)       release
all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of
each Lender (other than upon a Collateral Release Date);


 


(i)       release
all or substantially all of the value of the Guaranty, or release the Company as guarantor of the Obligations of any Designated
Borrower, in each case without the written consent of each Lender, 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);


 


(j)       (i) release
the Company (from its obligations as a Borrower or as a Guarantor hereunder) or (ii) release any Designated Borrower, except
in connection with the termination of a Designated Borrower’s status as such under Section 2.16, a merger or consolidation
permitted under Section 7.04 or a Disposition permitted under Section 7.05; or


 


(k)       amend
Section 1.09 or the definition of “Alternative Currency” without the written consent of each Lender directly
affected thereby;


 


and provided, further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above,
affect the rights or duties of such 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 Swingline Lender in
addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee
Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) the
term L/C Commitment may be amended pursuant to a fully executed (and delivered to the Administrative Agent) Notice of Additional
L/C Issuer. Notwithstanding anything to the contrary herein, (A) 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, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the
applicable Lenders other than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased
or extended without the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all
Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting
Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (B) each
Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender
acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent
provisions set forth herein and (C) the Required Lenders shall determine whether or not to allow a Loan Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.


 




    	 	-142-	 



     


    

 


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


 


Notwithstanding any provision herein to the
contrary, this Agreement may be amended with the written consent of the Administrative Agent, each L/C Issuer, each Borrower and
the Revolving Lenders to amend the definition of “Alternative Currency” or “Eurocurrency Rate”
solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent
permitted pursuant to Section 1.09.


 


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, each affected
Lender or each affected Lender in a Facility and that has been approved by the Required Lenders, Required Revolving Lenders or
Required Term Lenders, as applicable, the Borrowers 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 Borrowers to be made pursuant to this paragraph).


 


		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 fax transmission or e-mail
transmission 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 any Borrower or any other Loan Party, the Administrative Agent, any L/C Issuer or the Swingline Lender, to the address, fax
number, e-mail address or telephone number specified for such Person on Schedule 1.01(a); and


 


(ii)       if
to any other Lender, to the address, fax number, e-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 and other
communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received; notices and other communications sent by fax transmission 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 and other communications delivered through electronic communications to the
extent provided in subsection (b) below shall be effective as provided in such subsection (b).


 




    	 	-143-	 



     


    

 


(b)         Electronic
Communications. Notices and other communications to the Administrative Agent, the Lenders, the Swingline Lender and the L/C
Issuers hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices
to any Lender, the Swingline Lender or any L/C Issuer pursuant to Article II if such Lender, Swingline Lender or such
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, the Swingline Lender, the L/C Issuers or the Borrowers may each, 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 acknowledgment from the intended recipient (such as by the “return receipt requested” function,
as available, return e-mail or other written acknowledgement) and (ii) notices and other communications posted to an Internet or
intranet website shall be deemed received by the intended recipient 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 address
or other written acknowledgement) indicating that such notice or communication is available and identifying the website address
therefor; provided that for both clauses (i) and (ii), if such notice or other communication is not sent during
the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening
of business on the next Business Day for the recipient.


 


(c)         The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s, any Loan Party’s or the Administrative
Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging
service, or through the Internet.


 




    	 	-144-	 



     


    

 


(d)         Change
of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C Issuers and the Swingline Lender may change its address,
fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, fax number or telephone number or e-mail address for notices and other communications
hereunder by notice to the Borrowers, the Administrative Agent, the L/C Issuers and the Swingline Lender. In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, fax number and e-mail address to which notices and other communications may be sent and
(ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual
at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities
Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to the Borrowers or their securities
for purposes of United States federal or state securities laws.


 


(e)         Reliance
by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled
to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit
Applications, Notice of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of any Loan Party 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 Loan Parties shall indemnify the Administrative Agent, each 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 a Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


		10.03	No Waiver; Cumulative Remedies; Enforcement.



 


No failure by any Lender,
any 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 or under any other Loan Document preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and
provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.


 




    	 	-145-	 



     


    

 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall
not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swingline
Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender,
as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or
appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor
Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent
pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d)
of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce
any rights and remedies available to it and as authorized by the Required Lenders.


 


		10.04	Expenses; Indemnity; Damage Waiver.



 


(a)       Costs
and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection
with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by any 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer
(including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and
shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender, or any L/C Issuer,
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.


 




    	 	-146-	 



     


    

 


(b)       Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from
all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any Person (including any 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 (including in respect
of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries,
or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by any Borrower or any other Loan Party or any of such Borrower’s or such Loan Party’s
directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR
NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses  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. Without limiting the provisions of Section 3.01(c),
this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,
etc. arising from any non-Tax claim.


 


(c)       Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail 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), any L/C Issuer, the
Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent
(or any such sub-agent), such L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro
rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim
asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent (or any such sub-agent), any L/C Issuer or the Swingline Lender 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), any L/C Issuer or the Swingline
Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.12(d).


 




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(d)       Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan
Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)       Payments.
All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.


 


(f)       Survival.
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the
Administrative Agent, any L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other Obligations.


 


		10.05	Payments Set Aside.



 


To the extent that any
payment by or on behalf of any Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative
Agent, any 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, such 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 each L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from
or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a
rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery
or payment. The obligations of the Lenders and the L/C Issuers 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 and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except no Borrower nor
any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way
of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under
or by reason of this Agreement.


 




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(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 and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans (including for purposes
of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided
that (in each case with respect to any Facility) 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/or the
Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds
(determined after giving effect to such Assignments) that equal at least the amount specified in paragraph (b)(i)(B) of
this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and


 


(B)       in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $15,000,000, in the case of any assignment in respect of the Revolving
Facility, or $5,000,000, in the case of any assignment in respect of the Term Facility, unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, each Borrower otherwise consents (each such consent not to
be unreasonably withheld or delayed).


 


(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 and the other Loan Documents with respect to the Loans and/or the Commitment assigned,
except that this clause (ii) shall not (A) apply to the Swingline Lender’s rights and obligations in respect
of Swingline Loans (or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate
Facilities on a non-pro rata basis.


 




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


 


(A)       the
consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of
Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; provided that the Company shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice
thereof; and provided, further, that the Company’s consent shall not be required during the primary syndication
of the Facilities;


 


(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 unfunded Term Commitment or any Revolving 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 or an Approved Fund with respect to
such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)       the
consent of each L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.


 


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


 


(v)          No
Assignment to Certain Persons. No such assignment shall be made (A) to any Borrower or any Borrower’s Affiliate
or Subsidiary, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person (or a holding
company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) or (D) any holder
of Subordinated Debt.


 


(vi)         Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Company 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 (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance
with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


 




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Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring
prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected
parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from
that Lender’s having been a Defaulting Lender. Upon request, the Borrowers (at their expense) shall execute and deliver Notes
to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with subsection (d) of this Section.


 


(c)       Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency being solely
for Tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered
to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts (and stated interest) of the Loans 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 Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 




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(d)       Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations
to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, a Defaulting Lender or any Borrower or any of such Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance
of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any
participations.


 


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. Each 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, including the requirements under Section 3.01(e) (it being understood that the documentation required
under Section 3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee
under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections
3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation
would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in
Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at
the Company’s request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions
of Section 3.06 with respect to any Participant. 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 that such Participant agrees to be subject
to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose
as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and
the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall
be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 




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(e)       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 or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank or other applicable central bank; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.


 


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


 




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		10.07	Treatment of Certain Information; Confidentiality.



 


(a)       Treatment
of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its
Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any
regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations
or by any subpoena or similar legal process, (iv) to any other party hereto, (v) 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, (vi) subject to an agreement containing provisions substantially the
same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.17
or 2.18 or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction
under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder,
(vii) on a confidential basis to (A) any rating agency in connection with rating the Company or its Subsidiaries or the
credit facilities provided hereunder or (B) the provider of any Platform or other electronic delivery service used by the
Administrative Agent, the L/C Issuers and/or the Swingline Lender to deliver Borrower Materials or notices to the Lenders or (C)
the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market
identifiers with respect to the credit facilities provided hereunder or (D) credit insurance providers which have been informed
as to the confidential nature of such information, so long as such credit insurance providers agree in writing to be bound by the
requirements of this Section 10.07, or (viii) with the consent of the Company or to the extent such Information (1) becomes
publicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent,
any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers.
For purposes of this Section, “Information” means all information received from the Company or any Subsidiary
relating to the Company or any Subsidiary or any of their respective businesses, other than any such information that is available
to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any
Subsidiary, provided that, in the case of information received from the Company or any Subsidiary after the date hereof,
such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information. 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.


 


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


 


(c)       Press
Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public
disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement
or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that)
the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will
consult with such Person before issuing such press release or other public disclosure.


 




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(d)       Customary
Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising
material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.


 


		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 set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower
or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether
or not such Lender, such L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and
although such obligations of such Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed
to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such
deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such
right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.15 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 Issuers and the Lenders,
and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail
the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender,
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, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees
to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure
to give such notice shall not affect the validity of such setoff and application.


 


		10.09	Interest Rate Limitation.



 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company. 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.


 




    	 	-155-	 



     


    

 


		10.10	Counterparts; Integration; Effectiveness.



 


This Agreement and each
of the other Loan Documents 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, the
other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer,
constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery
of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered thereunder,
by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing,
to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document,
upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed
counterpart.


 


		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, if and to the extent that the enforceability of any provisions in this
Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, the L/C Issuers or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 




    	 	-156-	 



     


    

 


		10.13	Replacement of Lenders.



 


If the Company is entitled
to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender or if any other circumstance exists hereunder that gives the Company the right to replace a Lender as a party hereto, then
the Company 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 (other than its existing rights to payments pursuant to Sections 3.01
and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)       the
Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified
in Section 10.06(b);


 


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


 


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


 


(d)       such
assignment does not conflict with applicable Laws; and


 


(e)       in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


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 Company to require such assignment and delegation cease to apply.


 


		10.14	Governing Law; Jurisdiction; Etc.



 


(a)       GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND
ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 




    	 	-157-	 



     


    

 


(b)       SUBMISSION
TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND
ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION
OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION 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 A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT
ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


 


(c)       WAIVER
OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY 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 BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY 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.


 




    	 	-158-	 



     


    

 


		10.15	Waiver of Jury Trial.



 


EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


		10.16	No Advisory or Fiduciary Responsibility.



 


In connection with all
aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative
Agent and any Affiliate thereof, the Arrangers and the Lenders are arm’s-length commercial transactions between each Borrower,
each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates
and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on
the other hand, (ii) each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate, and (iii) each Borrower and each other Loan Party is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other
Loan Documents; (b) (i) the Administrative Agent and its Affiliates and each Lender each 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 any Borrower, any other Loan Party or any of their respective Affiliates, or any other Person
and (ii) neither the Administrative Agent, any of its Affiliates nor any Lender has any obligation to any Borrower, any other
Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent and its Affiliates and the Lenders
may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan
Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates nor any Lender has any obligation
to disclose any of such interests to the Borrowers, any other Loan Party or any of their respective Affiliates. To the fullest
extent permitted by law, each of the Borrowers and each other Loan Party hereby waives and releases any claims that it may have
against the Administrative Agent, any of its Affiliates or any Lender with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transactions contemplated hereby.


 




    	 	-159-	 



     


    

 


		10.17	Electronic Execution.



 


The words “delivery,”
“execute,” “execution,” “signed,” “signature,” and
words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent
is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the
Administrative Agent pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request
of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.


 


		10.18	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
Borrowers and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies
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 Act. The Borrowers and the
Loan Parties agree to, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation
and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable
“know your customer” and anti-money laundering rules and regulations, including the Act.


 


		10.19	Keepwell.



 


Each Borrower that is a
Qualified ECP Guarantor at the time the guaranty or the grant of the security interest under the Loan Documents, in each case,
by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally
and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation
as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its guaranty and the other
Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can
be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.19
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations
and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations
have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section
shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for
the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.


 




    	 	-160-	 



     


    

 


		10.20	Acknowledgement and Consent to Bail-In of EEA 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 EEA Financial Institution arising under any Loan Document, to the extent such liability
is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA 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 EEA Financial Institution,
its parent undertaking, 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 any EEA Resolution
Authority.


 


		10.21	Judgment Currency.



 


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


 




    	 	-161-	 



     


    

 


		10.22	ENTIRE AGREEMENT.



 


THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK.]


 




    	 	-162-	 



     


    

 


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


 


		BORROWER:
	 	 
	 	BENCHMARK ELECTRONICS, INC.
	 	 	 
	 	By:	/s/ Roop K. Lakkaraju
	 	Name: 	Roop K. Lakkaraju
	 	Title:	Chief Financial Officer


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	BANK OF AMERICA, N.A., as Administrative Agent
	 	 	 
	 	By:	/s/Gavin Shak
	 	Name:	Gavin Shak
	 	Title:	Assistant Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swingline Lender
	 	 
	 	By:	/s/ Jameson Burke
	 	Name:	Jameson Burke
	 	Title:	Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	BANK OF THE WEST, as a Lender
	 	 	 
	 	By:	/s/ Scott Bruni
	 	Name:	Scott Bruni
	 	Title:	Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	BRANCH BANKING AND TRUST COMPANY, as a Lender
	 	 
	 	By:	/s/ Erron Powers
	 	Name:	Erron Powers
	 	Title:	Senior Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Richard J. Ameny Jr.
	 	Name:	Richard J. Ameny Jr.
	 	Title:	Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	WELLS FARGO BANK, N.A., as a Lender
	 	 
	 	By:	/s/Irena Milanovic
	 	Name:	Irena Milanovic
	 	Title:	Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	ZB, N.A. DBA AMEGY BANK, as a Lender
	 	 
	 	By:	/s/ Megan Wiginton
	 	Name:	Megan Wiginton
	 	Title:	Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Mahir J. Desai
	 	Name:	Mahir J. Desai
	 	Title:	Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	HSBC BANK USA, N.A., as a Lender
	 	 
	 	By:	/s/ Michael Bustios
	 	Name:	Michael Bustios
	 	Title:	Senior Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	ING BANK N.V., DUBLIN BRANCH, as a Lender
	 	 
	 	By:	/s/ Barry Fehily
	 	Name:	Barry Fehily
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ Padraig Matthews
	 	Name:	Padraig Matthews
	 	Title:	Director


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	BOKF, NA DBA BANK OF TEXAS, as a Lender
	 	 
	 	By:	/s/ Marian Livingston
	 	Name:	Marian Livingston
	 	Title:	Senior Vice President


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 
	 	By:	/s/ Ryan Durkin
	 	Name:	Ryan Durkin
	 	Title:	Authorized Signatory


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Min Park
	 	Name:	Min Park
	 	Title:	Vice President


 


Signature Page to Credit Agreement