Exhibit 10.1


 


Execution
Version


 


$2,000,000,000


 


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


 


among


 


ARROW ELECTRONICS, INC.,


 


THE SUBSIDIARY BORROWERS


 


The Several Banks


 


from Time to Time Parties Hereto,


 


BANK OF AMERICA, N.A.,


THE BANK OF NOVA SCOTIA,


BNP PARIBAS,


ING BANK N.V., DUBLIN BRANCH,


MUFG BANK, LTD.,


MIZUHO BANK, LTD. AND


SUMITOMO MITSUI BANKING CORPORATION,


as Syndication Agents


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 





 



 


JPMORGAN CHASE BANK, N.A.,


BOFA SECURITIES, INC.,


THE BANK OF NOVA SCOTIA,


BNP PARIBAS SECURITIES CORP.,


ING BANK N.V., DUBLIN BRANCH,


MUFG BANK, LTD.,


MIZUHO BANK, LTD. AND


SUMITOMO MITSUI BANKING CORPORATION


as Joint Lead Arrangers and Joint Bookrunners


 


Dated as of September 9, 2021


 






     


     


    

 


	 	 	 	Page
	 	 	 	 
	SECTION 1.	DEFINITIONS	5
	1.1	Defined Terms	5
	1.2 	Other Definitional Provisions	42
	1.3 	Accounting Determinations	43
	1.4 	Interest Rates; LIBOR Notification	43
	1.5 	Divisions	44
	 	 	 	 
	SECTION 2. 	THE COMMITTED RATE LOANS	44
	2.1 	Committed Rate Loans	44
	2.2 	Procedure for Committed Rate Loan Borrowing	45
	2.3 	Repayment of Committed Rate Loans; Evidence of Debt	45
	2.4 	Termination or Reduction of Revolving Commitments	46
	2.5 	[reserved]	46
	2.6 	[reserved]	46
	2.7 	[reserved]	46
	2.8 	[reserved]	46
	2.9 	[reserved]	46
	2.10 	Revolving Commitment Increases	46
	2.11 	Refunding of Committed Rate Loans Denominated in Available Foreign Currencies	48
	2.12 	Certain Borrowings of Committed Rate Loans and Refunding of Loans	49
	2.13 	Extension of Termination Date	50
	 	 	 	 
	SECTION 3. 	THE COMPETITIVE ADVANCE LOANS	51
	3.1 	Competitive Advance Loans	51
	3.2 	Procedure for Competitive Advance Loan Borrowing	51
	3.3 	Repayment of Competitive Advance Loans; Evidence of Debt	52
	 	 	 	 
	SECTION 4. 	THE SWING LINE LOANS	53
	4.1 	Swing Line Loans	53
	4.2 	Procedure for Swing Line Borrowing	53
	4.3 	Repayment of Swing Line Loans; Evidence of Debt	54
	4.4 	Allocating Swing Line Loans; Swing Line Loan Participations	54
	4.5 	Replacement of Swing Line Banks	56
	 	 	 	 
	SECTION 5. 	THE LETTERS OF CREDIT	56
	5.1 	L/C Commitment	56
	5.2 	Procedure for Issuance of Letters of Credit under this Agreement	57
	5.3 	Fees, Commissions and Other Charges	58
	5.4 	L/C Participations	58
	5.5 	Reimbursement Obligation of the Specified Borrowers	59
	5.6 	Obligations Absolute	59
	5.7 	Letter of Credit Payments	60
	5.8 	Application	60
	5.9 	Replacement of Issuing Banks	60
	 	 	 	 
	SECTION 6. 	LOCAL CURRENCY FACILITIES	61
	6.1 	Terms of Local Currency Facilities	61
	6.2 	Reporting of Local Currency Outstandings	62
	6.3 	Refunding of Local Currency Loans	63



 






    -i-


     


    

 


	SECTION 7. 	[RESERVED]	64
	 	 	 	 
	SECTION 8. 	CERTAIN PROVISIONS APPLICABLE TO THE LOANS AND LETTERS OF CREDIT	64
	8.1 	Facility Fee; Other Fees; Other Payments	64
	8.2 	Computation of Interest and Fees	65
	8.3 	Pro Rata Treatment and Payments	65
	8.4 	Illegality	66
	8.5 	Requirements of Law	66
	8.6 	Taxes	69
	8.7 	Company’s Options upon Claims for Increased Costs and Taxes	72
	8.8 	Break Funding Payments	73
	8.9 	Determinations	73
	8.10 	Change of Lending Office	73
	8.11 	Company Controls on Exposure; Calculation of Exposure; Prepayment if Exposure exceeds Revolving Commitments	73
	8.12 	Conversion and Continuation Options	74
	8.13 	Minimum Amounts of Tranches	75
	8.14 	Interest Rates and Interest Payment Dates	75
	8.15 	Alternative Rate of Interest	76
	8.16 	Optional Prepayments	79
	8.17 	Defaulting Banks	79
	 	 	 	 
	SECTION 9. 	REPRESENTATIONS AND WARRANTIES	82
	9.1 	Financial Condition	82
	9.2 	No Change	83
	9.3 	Corporate Existence; Compliance with Law	83
	9.4 	Corporate Power; Authorization; Enforceable Obligations	83
	9.5 	No Legal Bar	83
	9.6 	No Material Litigation	83
	9.7 	No Default	83
	9.8 	Ownership of Property; Liens	83
	9.9 	Intellectual Property	84
	9.10 	Local Currency Facilities	84
	9.11 	Taxes	84
	9.12 	Federal Regulations	84
	9.13 	ERISA	85
	9.14 	Investment Company Act; Other Regulations	85
	9.15 	Subsidiaries	85
	9.16 	Accuracy and Completeness of Information	85
	9.17 	Purpose of Loans	86
	9.18 	Environmental Matters	86
	9.19 	Anti-Corruption Laws and Sanctions	87
	9.20 	Affected Financial Institutions	87
	 	 	 	 
	SECTION 10. 	CONDITIONS PRECEDENT	87
	10.1 	Conditions to Closing Date	87
	10.2 	Conditions to Each Extension of Credit	88
	 	 	 	 
	SECTION 11. 	AFFIRMATIVE COVENANTS	90
	11.1 	Financial Statements	90



 






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	11.2 	Certificates; Other Information	91
	11.3 	Payment of Obligations	92
	11.4 	Conduct of Business and Maintenance of Existence	92
	11.5 	Maintenance of Property; Insurance	92
	11.6 	Inspection of Property; Books and Records; Discussions	92
	11.7 	Notices	93
	11.8 	Environmental Laws	93
	11.9 	Additional Subsidiary Guarantees	94
	11.10 	Foreign Subsidiary Borrowers	94
	 	 	 	 
	SECTION 12. 	NEGATIVE COVENANTS	94
	12.1 	Financial Condition Covenants	94
	12.2 	Limitation on Indebtedness of Subsidiaries	94
	12.3 	Limitation on Liens	95
	12.4 	Limitation on Fundamental Changes	96
	12.5 	[Reserved]	97
	12.6 	Limitations on Acquisitions	97
	 	 	 	 
	SECTION 13. 	EVENTS OF DEFAULT	97
	 	 	 	 
	SECTION 14. 	THE ADMINISTRATIVE AGENT; THE SYNDICATION AGENTS; THE ARRANGERS	100
	14.1 	Appointment	100
	14.2 	Delegation of Duties	100
	14.3 	Exculpatory Provisions	100
	14.4 	Reliance by Administrative Agent	100
	14.5 	Notice of Default	101
	14.6 	Non-Reliance on Administrative Agent and Other Banks	101
	14.7 	Indemnification	101
	14.8 	Administrative Agent in Its Individual Capacity	102
	14.9 	Successor Administrative Agent	102
	14.10 	The Arrangers and Syndication Agents	103
	14.11 	Certain ERISA Matters	103
	14.12 	Acknowledgements of Banks and Issuing Banks	104
	 	 	 	 
	SECTION 15. 	MISCELLANEOUS	105
	15.1 	Amendments and Waivers	105
	15.2 	Notices	108
	15.3 	No Waiver; Cumulative Remedies	109
	15.4 	Survival of Representations and Warranties	109
	15.5 	Payment of Expenses	110



 






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	15.6 	Successors and Assigns; Participations and Assignments	110
	15.7 	Adjustments; Set-off	114
	15.8 	Power of Attorney	114
	15.9 	Judgment	115
	15.10 	Counterparts	115
	15.11 	Severability	116
	15.12 	Integration	116
	15.13 	GOVERNING LAW	116
	15.14 	Submission To Jurisdiction; Waivers	116
	15.15 	Acknowledgements	117
	15.16 	WAIVERS OF JURY TRIAL	117
	15.17 	USA Patriot Act	118
	15.18 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	118
	15.19 	Confidentiality	118
	15.20 	Acknowledgement Regarding Any Supported QFCs	119



 


	SCHEDULES	 	 
	I	-	Banks and Commitments
	II	- 	Subsidiary Borrowers
	III	- 	Certain Information Concerning Swing Line Loans and Letters of Credit
	IV	- 	Administrative Schedule
	1.1	- 	Existing Joint Ventures
	9.10	- 	Outstanding Local Currency Loans
	9.13	- 	Excluded ERISA Arrangements
	9.15	- 	Subsidiary Guarantors as of the Closing Date
	9.18	- 	Environmental Matters
	12.2	- 	Existing Indebtedness
	13(i)	- 	Disclosed Litigation



 


	EXHIBITS	 	 
	Exhibit A	-	Form of Joinder Agreement
	Exhibit B	-	Form of Schedule Amendment
	Exhibit C	-	Form of Local Currency Facility Addendum
	Exhibit D	-	[Reserved]
	Exhibit E	-	Form of Borrowing Certificate
	Exhibit F-1	-	Form of Company Guarantee
	Exhibit F-2	-	Form of Subsidiary Guarantee
	Exhibit G-1	-	Form of Opinion of Chapman and Cutler LLP
	Exhibit G-2	-	Form of Opinion of General Counsel
	Exhibit G-3	-	Form of Opinions Relating to Foreign Subsidiary Borrowers
	Exhibit H	-	Form of Certificate Pursuant to Subsection 11.2
	Exhibit I	-	Form of Assignment and Assumption
	Exhibit J-1	 	Form of Extension Request
	Exhibit J-2	-	Form of Continuation Notice
	Exhibit K	-	Form of New Bank Supplement
	Exhibit L	-	Form of Revolving Commitment Increase Supplement
	Exhibit M	-	Form of Tax Certificates



 






    -iv-


     


    

 


FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of September 9, 2021, among:


 


(i)    ARROW
ELECTRONICS, INC., a New York corporation (the “Company”);


 


(ii)   the
SUBSIDIARY BORROWERS (as hereinafter defined);


 


(iii)  the
several banks and other financial institutions from time to time parties to this Agreement (the “Banks”); and


 


(iv) JPMORGAN
CHASE BANK, N.A., as administrative agent for the Banks hereunder (in such capacity, the “Administrative
Agent”).


 


W
I T N E S S E T H :


 


WHEREAS, the Company has requested
the Banks to make available a revolving credit facility by amending and restating the Third Amended and Restated Five-Year Credit Agreement
of the Company, dated as of December 14, 2018 (as amended by the First Amendment to the Third Amended and Restated Credit Agreement,
dated as of May 29, 2020), among the Company, certain of its subsidiaries, certain financial institutions, JPMorgan Chase Bank, N.A.,
as administrative agent, and others (as in effect on the date hereof, the “Existing Credit Agreement”); and


 


WHEREAS, the Banks are willing
to make such credit facility available upon and subject to the terms and conditions hereafter set forth;


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants herein contained, the parties hereto hereby agree that, effective as of the Closing Date (as defined
below), the Existing Credit Agreement shall be amended and restated in its entirety as follows:


 


SECTION 1. DEFINITIONS


 


1.1
Defined Terms. As used in this Agreement, the following terms shall have the following meanings:


 


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


 


“ABR Loans”:
Loans denominated in Dollars the rate of interest applicable to which is based upon the Alternate Base Rate.


 


“Acceleration
Date”: any date on which the Commitments shall have been terminated and/or the Loans shall have been declared immediately due
and payable pursuant to Section 13.


 


“Additional
Local Currencies”: Australian Dollars, Singapore Dollars, New Taiwan Dollars, South Korean Won, Chinese Yuan, Brazilian Real,
Malaysian Ringgit and any other available and freely convertible non-Dollar currency selected by the Company and approved by the Administrative
Agent in the manner described in subsection 15.1(b).


 






    5


     


    

 


“Adjusted
Consolidated EBITDA”: for any fiscal period, without duplication (a) the Consolidated Net Income for such period, plus
(b) to the extent deducted from earnings in determining Consolidated Net Income for such period, the sum, in each case for such period,
of income taxes, interest expense, depreciation expense, amortization expense, including amortization of any goodwill or other intangibles,
minus (c) to the extent included in determining Consolidated Net Income for such period, non-cash equity earnings of unconsolidated
Affiliates, plus (d) to the extent excluded in determining Consolidated Net Income for such period, cash distributions received by
the Company from unconsolidated Affiliates plus (e) to the extent deducted from earnings in determining Consolidated Net Income for
such period, the aggregate amount of all non-cash compensation expense paid to directors, officers and employees plus (f) to the
extent deducted from earnings in determining Consolidated Net Income for such period, non-cash charges due to impairments recorded in
such period in accordance with Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 142,
all as determined on a consolidated basis in accordance with GAAP plus (or minus) (g) losses (or gains) related to the early extinguishment
of notes, bonds or other fixed income obligations plus (or minus) (h) losses (or gains) due to integration or restructuring charges
to the extent disclosed in public filings; provided that in determining Adjusted Consolidated EBITDA for any period of four consecutive
fiscal quarters during which any business is acquired by the Company, such Adjusted Consolidated EBITDA shall be measured on a pro forma
basis to include the consolidated EBITDA of the acquired business (determined for such business in the manner Adjusted Consolidated EBITDA
is determined for the Company, as described above in this definition), plus identifiable, board-approved and publicly announced acquisition-related
synergies which are expected to be realized over a twelve-month period following such acquisition.


 


“Adjusted
EURIBOR Rate”: with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per
annum equal to (a)  the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Adjusted
Eurocurrency Rate”: with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest
rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to (a) the Eurocurrency Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Adjusted
HIBOR Rate”: with respect to any Term Benchmark Borrowing denominated in Hong Kong Dollars for any Interest Period, an interest
rate per annum equal to (a)  the HIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Adjusted
STIBOR Rate”: with respect to any Term Benchmark Borrowing denominated in Swedish Kroner for any Interest Period, an interest
rate per annum equal to (a)  the STIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Administrative
Agent”: as defined in the preamble hereto.


 


“Administrative
Schedule”: Schedule IV to this Agreement, which contains interest rate definitions and administrative information in respect
of each Currency and each Type of Loan.


 


“Affected
Bank”: any Bank affected by the events described in subsection 8.4, 8.5 or 8.6, as the case may be, but only for the period
during which such Bank shall be affected by such events.


 


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


 






    6


     


    

 


“Affiliate”:
as to any Person, (a) any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such Person or (b) any Person who is a director or officer of the Company or any of its Subsidiaries.
For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (i) vote 10%
or more of the securities having ordinary voting power for the election of directors of such Person or (ii) direct or cause the direction
of the management and policies of such Person, whether by contract or otherwise.


 


“Agreed
Currencies”: the collective reference to Dollars and Foreign Currencies.


 


“Agreement”:
Third Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time.


 


“Agreement
Currency”: as defined in subsection 15.9.


 


“Allocable
Share”: as to any Assenting Bank at any time, a fraction, (a) with respect to Revolving Commitments, the numerator of which
shall be the Revolving Commitment of such Assenting Bank then in effect and the denominator of which shall be the aggregate of the Revolving
Commitments of all Assenting Banks then in effect and (b) with respect to Swing Line Commitments, the numerator of which shall be
the Swing Line Commitment of such Assenting Bank then in effect and the denominator of which shall be the aggregate of the Swing Line
Commitments of all Assenting Banks then in effect.


 


“Alternate
Base Rate”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted Eurocurrency Rate for a one month Interest Period on such
day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition,
the Adjusted Eurocurrency Rate for any day shall be based on the Eurocurrency Screen Rate (or if the Eurocurrency Screen Rate is not available
for such one month Interest Period, the Eurocurrency Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any
change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Eurocurrency Rate shall be effective
from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Eurocurrency Rate, respectively.
If the Alternate Base Rate is being used as an alternate rate of interest pursuant to subsection 8.15, then the Alternate Base Rate shall
be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance
of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be
1.00% for purposes of this Agreement.


 


“Ancillary
Document”: as defined in subsection 15.10.


 


“Anti-Corruption
Laws”: all laws, rules, and regulations of any jurisdiction applicable to the Company, any Person that is an Affiliate of the
Company under clause (ii) of the definition of Affiliate, or its Subsidiaries from time to time concerning or relating to bribery,
money laundering or corruption.


 






    7


     


    

 


“Applicable
Margin”: for each Type of Loan for any day, the rate per annum determined based upon the Rating in effect on such date by each
of S&P, Moody’s and Fitch set forth under the relevant column heading below opposite such Rating:


 


	Level	 	Rating 
 (S&P/Moody’s/Fitch)	 	Applicable 
 Margin for 
 Term 
 Benchmark
 Loans	 	 	Applicable 
 Margin for 
 ABR Loans	 	 	Applicable 
 Margin for 
 RFR Loans	 
	I	 	Greater than or equal to BBB+/Baa1/BBB+	 	 	0.900	%	 	 	0.000	%	 	 	0.933	%
	II	 	BBB/Baa2/BBB	 	 	1.000	%	 	 	0.000	%	 	 	1.033	%
	III	 	BBB-/Baa3/BBB-	 	 	1.075	%	 	 	0.075	%	 	 	1.108	%
	IV	 	BB+/Ba1/BB+	 	 	1.275	%	 	 	0.275	%	 	 	1.308	%
	V	 	Less than BB+/Ba1/BB+	 	 	1.600	%	 	 	0.600	%	 	 	1.633	%




 


; provided that, if the Ratings
from the rating agencies fall within different Pricing Levels and (a) only two rating agencies provide a Rating, then (i) if
the ratings differ by one Pricing Level, the Pricing Level for the higher of such Ratings shall apply, and (ii) if there is a split
in Ratings of more than one level, the Pricing Level that is one level lower than the Pricing Level of the higher Rating shall apply,
(b) if all three rating agencies provide a Rating, then (i) if two of the Ratings are at the same Pricing Level, such Pricing
Level shall apply, (ii) if each of the Ratings fall within different Pricing Levels and there is not a split in Ratings by more than
two levels, the Pricing Level of such Rating between the highest Rating and the lowest Rating shall apply and (iii) if each of the
Ratings fall within different Pricing Levels and there is a split in the Ratings by more than two levels, the Pricing Level that is one
level below the highest of the three Ratings shall apply and (c) if the Company does not have any Rating, Pricing Level V shall apply;
provided, further, that if only one rating agency provides a Rating, or if only two rating agencies provide Ratings that
are at the same Pricing Level, then such Ratings shall apply.


 


“Application”:
an application, in such form as the Issuing Bank may specify from time to time, requesting the Issuing Bank to issue a Letter of Credit.


 


“Approved
Fund”: as defined in subsection 15.6.


 


“Arrangers”:
JPMorgan Chase Bank, N.A., BofA Securities, Inc., , The Bank of Nova Scotia, BNP Paribas Securities Corp., ING Bank N.V., Dublin
Branch, MUFG Bank, Ltd., Mizuho Bank, Ltd. and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners.


 


“Assenting
Bank”: as defined in subsection 8.7(a).


 


“Assignee”:
as defined in subsection 15.6(b).


 


“Assignment
and Assumption”: each Assignment and Assumption, substantially in the form of Exhibit I, executed and delivered pursuant
to subsection 15.6(b).


 


“Available
Foreign Currencies”: (i) with respect to Committed Rate Loans, Pounds Sterling, Euro, Hong Kong Dollars and Swedish Kroner,
and any other currency agreed upon by the Company, the Administrative Agent and all of the Banks, (ii) with respect to Competitive
Advance Loans, any currency agreed upon by the Borrower of such Competitive Advance Loan and the Bank that makes such Competitive Advance
Loan and (iii) with respect to Letters of Credit, Pounds Sterling and euro.


 






    8


     


    

 


“Available
Tenor: as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any
tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component
thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining
any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause ‎(f) of
subsection 8.15.


 


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


 


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


 


“Bank Parent”:
with respect to any Bank, any Person as to which such Bank is, directly or indirectly, a Subsidiary.


 


“Bankruptcy
Event”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action
in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided
that a Bankruptcy Event shall not result solely by virtue (i) of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, or (ii) in the case of a solvent Person, the precautionary
appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the law of
the country where such Person is subject to home jurisdiction supervision if applicable law requires that such appointment not be publicly
disclosed, in any such case, where such ownership interest or action, does not result in or provide such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such
Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made
by such Person.


 


“Banks”:
as defined in the preamble hereto; provided, that unless the context otherwise requires, each reference herein to the Banks shall
be deemed to include any Conduit Bank.


 


“Benchmark”:
initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term
Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event, a Term SOFR Transition Event,
an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred
with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means
the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to
clause ‎(b) or clause ‎(c) of subsection
8.15.


 






    9


     


    

 


“Benchmark
Replacement”: for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative
Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Foreign Currency or in the
case of an Other Benchmark Rate Election, “Benchmark Replacement” shall mean the alternative set forth in (3) below:


 


(1)            in
the case of any Loan denominated in Dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)            in
the case of any Loan denominated in Dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


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


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that,
in the case of clause (3), when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other
Benchmark Rate Election, the alternate benchmark rate selected by the Administrative Agent and the Company shall be the term benchmark
rate that is used in lieu of a LIBOR-based rate in the relevant other Dollar-denominated syndicated credit facilities; provided further
that, notwithstanding anything to the contrary in this Agreement or in any other Credit Document, upon the occurrence of a Term SOFR Transition
Event, and the delivery of a Term SOFR Notice,  on the applicable Benchmark Replacement Date the “Benchmark Replacement”
shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as
set forth in clause (1) of this definition (subject to the first proviso above).


 


If the Benchmark
Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will
be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.


 






    10


     


    

 


“Benchmark
Replacement Adjustment”: with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)            for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in
the order below that can be determined by the Administrative Agent:


 


(a)            the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b)            the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)            for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a
spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving
or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated
in the applicable Agreed Currency at such time;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such
Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


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


 


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


 


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


 






    11


     


    

 


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


 


(3)            in
the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Banks
and the Company pursuant to subsection 8.15(c); or


 


(4)            in
the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Early
Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Banks, so long as the Administrative Agent has not
received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election or
Other Benchmark Rate Election, as applicable, is provided to the Banks, written notice of objection to such Early Opt-in Election or Other
Benchmark Rate Election, as applicable, from Banks comprising the Required Banks.


 


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


 


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


 


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


 


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


 






    12


     


    

 


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


 


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


 


“Benchmark
Unavailability Period”: with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
such then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with subsection 8.15 and (y) ending
at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Credit Document
in accordance with subsection 8.15.


 


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


 


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


 


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


 


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


 


“Board”:
the Board of Governors of the Federal Reserve System or any successor.


 


“Borrowers”:
the collective reference to the Company, the Subsidiary Borrowers and the Local Currency Borrowers.


 


“Borrowing”:
(a) Committed Rate Loans made, converted or continued on the same date, in the same currency and, in the case of Term Benchmark Loans,
as to which a single Interest Period is in effect, (b) a Competitive Advance Loan or group of Competitive Advance Loans made on the
same date and as to which a single Interest Period is in effect or (c) Swing Line Loans.


 


“Borrowing
Date”: any Business Day on which the Company or any Subsidiary Borrower requests the Banks to make Loans hereunder.


 


“Business”:
as defined in subsection 9.18(b).


 






    13


     


    

 



 


“Business
Day”: any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, (a) in
relation to Loans denominated in Swedish Kroner and in relation to the calculation or computation of STIBOR, any day (other than a Saturday
or a Sunday) on which banks are open for business in London, (b) in relation to Loans denominated in Euros and in relation to the
calculation or computation of EURIBOR, any day which is a TARGET Day, (c)  in relation to Loans denominated in Hong Kong Dollars
and in relation to the calculation or computation of HIBOR, any day (other than a Saturday or a Sunday) on which banks are open for business
in Hong Kong, and (d) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of
any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business
Day.


 


“Capital
Lease Obligations”: with respect to any Person, 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, for the purposes of this Agreement,
the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.


 


“Capital
Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, options or rights to purchase
any of the foregoing.


 


“Central
Bank Rate”: (A) the greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor
thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro,
one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate
for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum
bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European
Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central
Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the
rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank
(or any successor thereto) from time to time and (c) any other Foreign Currency determined after the Closing Date, a central bank
rate as determined by the Administrative Agent in its reasonable discretion and (ii) 0.0%; plus (B) the applicable Central Bank
Rate Adjustment.


 


“Central
Bank Rate Adjustment”: for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be
a positive or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such
day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable
during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day
in such period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the
average of SONIA for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging,
the highest and the lowest SONIA applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect
of Sterling in effect on the last RFR Business Day in such period, and (c) any other Foreign Currency determined after the Closing
Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition,
(x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) each
of the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition
of such term for deposits in the applicable Agreed Currency for a maturity of one month (or, in the event the EURIBOR Screen Rate for
deposits in the applicable Agreed Currency is not available for such maturity of one month, shall be based on the EURIBOR Interpolated
Rate as of such time); provided that if such rate shall be less than 0.00%, such rate shall be deemed to be 0.00%.


 






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“Change
in Control”: one or more of the following events:


 


(a)          less
than a majority of the members of the Company’s board of directors shall be persons who either (i) were serving as directors
on the Closing Date or (ii) were nominated as directors and/or approved by the vote of the majority of the directors who are directors
referred to in clause (i) above or this clause (ii); or


 


(b)          a
Person or group of Persons acting in concert (other than the direct or indirect beneficial owners of the Capital Stock of the Company
as of the Closing Date) shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise,
have become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended from time to time) of securities of the Company representing 40% or more of the combined voting power of the outstanding voting
securities for the election of directors or shall have the right to elect a majority of the board of directors of the Company.


 


“Closing
Date”: the date on which the conditions precedent set forth in subsection 10.1 shall be satisfied.


 


“Code”:
the Internal Revenue Code of 1986, as amended from time to time.


 


“Commercial
Letter of Credit”: as defined in subsection 5.1(b).


 


“Committed
Exposure”: as to any Bank, the sum of (a) the aggregate Dollar Equivalent Amount of the principal amount of all outstanding
Committed Rate Loans and Local Currency Loans made by such Bank or its Local Currency Bank affiliates, agencies or branches plus
(b) such Bank’s Swing Line Exposure and L/C Exposure.


 


“Commitment
Period”: the period from and including the Closing Date to and including the earlier of (i) the Termination Date and, (ii) such
other date on which the Commitments shall terminate as provided herein.


 


“Committed
Rate Loan”: as defined in subsection 2.1; a Committed Rate Loan bearing interest based upon the Alternate Base Rate shall be
a “Committed Rate ABR Loan”, a Committed Rate Loan bearing interest based upon a Term Benchmark rate shall be a “Committed
Rate Term Benchmark Loan”, and a Committed Rate Loan bearing interest based upon RFR shall be a “Committed Rate RFR
Loan”.


 


“Commitments”:
the Revolving Commitments and the Swing Line Commitments.


 


“Commonly
Controlled Entity”: an entity, whether or not incorporated, which is under common control with the Company within the meaning
of Section 4001 of ERISA or is part of a group which includes the Company and which is treated as a single employer under Section 414
of the Code.


 






    15


    


    

 


“Company”:
as defined in the preamble hereto.


 


“Company
Guarantee”: the guarantee of the Company, substantially in the form of Exhibit F-1, as amended, supplemented or otherwise
modified from time to time.


 


“Competitive
Advance Loan”: as defined in subsection 3.1.


 


“Competitive
Advance Loan Offer”: with respect to any Competitive Advance Loan Request in any Currency, an offer from a Bank in respect of
such Competitive Advance Loan Request, containing the information in respect of such Competitive Advance Loan Offer and delivered to the
Person, in the manner and by the time specified for a Competitive Advance Loan Offer in respect of such Currency in the Administrative
Schedule.


 


“Competitive
Advance Loan Request”: with respect to any Competitive Advance Loan in any Currency, a request from the Specified Borrower in
respect of such Loan, containing the information in respect of such Competitive Advance Loan and delivered to the Person, in the manner
and by the time specified for a Competitive Advance Loan Request in respect of such Currency in the Administrative Schedule.


 


“Conduit
Bank”: any special purpose corporation organized and administered by any Bank for the purpose of making Loans and funding L/C
Participant obligations otherwise required to be made or funded by such Bank and designated to the Administrative Agent and the Company
by such Bank in a written instrument; provided, that the designation by any Bank of a Conduit Bank shall not relieve the designating
Bank of any of its obligations to fund a Loan or an L/C Participant obligation under this Agreement if, for any reason, its Conduit Bank
fails to fund any such Loan or L/C Participant obligation, and the designating Bank (and not the Conduit Bank) shall have the sole right
and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Bank, and
provided, further, that no Conduit Bank shall (a) be entitled to receive any greater amount pursuant to subsection
8.5, 8.6, 8.8, or 15.5 than the designating Bank would have been entitled to receive in respect of the extensions of credit made by such
Conduit Bank or (b) be deemed to have any Commitment.


 


“Consolidated
Cash Interest Expense”: for any period, (a) the amount which would, in conformity with GAAP, be set forth opposite the
caption “interest expense” or any like caption on a consolidated income statement of the Company and its Subsidiaries minus
(b) the amount of non-cash interest (including interest paid by the issuance of additional securities) included in such amount; provided
that in the case of any Permitted Receivables Securitization, “Consolidated Cash Interest Expense” shall be adjusted to include
(without duplication) an amount equal to the interest (or other fees in the nature of interest or discount) accrued and paid or payable
in cash for such period by the special purpose entity to the Receivable Financiers under such Permitted Receivables Securitization.


 


“Consolidated
Leverage Ratio”: on any date, the ratio of (a) Consolidated Total Debt on such date to (b) Adjusted Consolidated EBITDA
for the period of four consecutive fiscal quarters most recently ended on or prior to such date.


 


“Consolidated
Net Income”: for any fiscal period, the consolidated net income (or loss) of the Company and its Subsidiaries after excluding
all unusual, extraordinary and non-recurring gains and after adding all unusual, extraordinary and non-recurring losses, in all cases
of the Company and its Subsidiaries determined on a consolidated basis during the relevant period in accordance with GAAP.


 






    16


    


    

 


“Consolidated
Total Debt”: at the date of determination thereof, (i) all Indebtedness of the Company and its Subsidiaries (excluding
Indebtedness of the Company owing to any of its Subsidiaries or Indebtedness of any Subsidiary of the Company owing to the Company or
any other Subsidiary of the Company), as determined on a consolidated basis in accordance with GAAP plus (ii) without duplication
of amounts included in clause (i) above, an amount equal to the aggregate unpaid amount of cash proceeds advanced by the Receivables
Financiers to the special purpose entity under any Permitted Receivables Securitization at the date of determination.


 


“Continuation Notice”:
as defined in subsection 2.13(a).


 


“Continuing Bank”:
as defined in subsection 2.13(a).


 


“Contractual
Obligation”: 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.


 


“Converted
Local Currency Loan”: as defined in subsection 6.3(b).


 


“Converted
Specified Loan”: as defined in subsection 2.11(b).


 


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


 


“Covered
Entity”: any of the following:


 


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


 


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


 


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


 


“Covered
Party”: as defined in subsection 15.20.


 


“Credit
Documents”: this Agreement, the Applications, the Subsidiary Guarantees, the Company Guarantee and the Local Currency Facilities.


 


“Customer
Funded Assets”: any assets and other working capital of the Company and its Subsidiaries that have been funded or financed by
customers (or their financing sources or agents) of the Company and its Subsidiaries.


 






    17


    


    

 


“Daily
Simple RFR”: for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (a) for
any RFR Loan denominated in Sterling, SONIA for the day that is 5 Business Days prior to (A) if such RFR Interest Day is a
Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding
such RFR Interest Day and (b) 0.0%. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from
and including the effective date of such change in the RFR without notice to the Company.


 


“Daily
Simple SOFR”: for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the
Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining
 “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not
administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion.


 


“Default”:
any of the events specified in Section 13, whether or not any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.


 


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


 


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


 


“Disposition”:
with respect to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms
 “Dispose” and “Disposed of” shall have correlative meanings.


 


“Dollar
Equivalent Amount”: with respect to (i) the amount of any Foreign Currency or other currency (other than Dollars) on any
date, the equivalent amount in Dollars of such amount, as determined by the Administrative Agent using the Exchange Rate and (ii) any
amount in Dollars, such amount.


 






    18


    


    

 


“Dollars”
and “$”: dollars in lawful currency of the United States of America.


 


“Domestic
Subsidiary”: as to any Person, a Subsidiary of such Person organized under the laws of a State of the United States or the District
of Columbia.


 


“Domestic
Subsidiary Borrower”: each Subsidiary of the Company listed as a Domestic Subsidiary Borrower in Schedule II as amended from
time to time in accordance with subsection 15.1(b)(i).


 


“Early
Opt-in Election”: if the then current Benchmark with respect to Dollars is Eurocurrency Rate, the occurrence of:


 


(1)          a
notification by the Administrative Agent to (or the request by the Company to the Administrative Agent to notify) each of the other parties
hereto that at least five currently outstanding Dollar denominated syndicated credit facilities at such time contain (as a result of amendment
or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and
such syndicated credit facilities are identified in such notice and are publicly available for review), and


 


(2)          the
joint election by the Administrative Agent and the Company to trigger a fallback from Eurocurrency Rate and the provision, as applicable,
by the Administrative Agent of written notice of such election to the Company and the Banks.


 


“EEA Financial
Institution”: (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”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


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


 


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


 


“Environmental
Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law (including, without limitation, common law) regulating,
relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any
time hereafter be in effect.


 


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


 






    19


    


    

 


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


 


“EURIBOR
Interpolated Rate”: at any time, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period,
the rate per annum (rounded to the same number of decimal places as the EURIBOR Screen Rate) determined by the Administrative Agent (which
determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear
basis between: (a) the EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is available for Euros) that
is shorter than the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate for the shortest period (for which the
EURIBOR Screen Rate is available for Euros) that exceeds the Impacted EURIBOR Rate Interest Period, in each case, at such time; provided
that, if any EURIBOR Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


“EURIBOR
Rate”: with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate
at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided that, if the EURIBOR
Screen Rate shall not be available at such time for such Interest Period (an “Impacted EURIBOR Rate Interest Period”)
with respect to Euros then the EURIBOR Rate shall be the EURIBOR Interpolated Rate.


 


“EURIBOR
Screen Rate”: the euro interbank offered rate administered by the European Money Markets Institute (or any other person which
takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by
the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that
rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson
Reuters as of 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service
ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation
with the Company. If the EURIBOR Screen Rate shall be less than 0.00%, the EURIBOR Screen Rate shall be deemed to be 0.00% for purposes
of this Agreement.


 


“Euro”:
the single currency of participating member states of the European Union.


 


“Eurocurrency
Interpolated Rate”: at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as
the Eurocurrency Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Eurocurrency Screen Rate (for the
longest period for which the Eurocurrency Screen Rate is available for the applicable currency) that is shorter than the Impacted Eurocurrency
Interest Period; and (b) the Eurocurrency Screen Rate for the shortest period (for which that Eurocurrency Screen Rate is available
for the applicable currency) that exceeds the Impacted Eurocurrency Interest Period, in each case, at such time.


 


“Eurocurrency
Rate”: with respect to any Term Benchmark Borrowing for the Agreed Currencies, any Interest Period, the Eurocurrency Screen
Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the
Eurocurrency Screen Rate shall not be available at such time for such Interest Period (an “Impacted Eurocurrency Interest Period”)
with respect to the applicable Agreed Currency then the Eurocurrency Rate shall be the Eurocurrency Interpolated Rate.


 






    20


    


    

 


“Eurocurrency
Screen Rate”: in respect of Dollars, for any day and time, with respect to any Term Benchmark Borrowing denominated in Dollars
and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that
takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on such day
and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on
a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its
reasonable discretion); provided that if the Eurocurrency Screen Rate as so determined would be less than 0.00%, such rate shall
be deemed to be 0.00% for the purposes of this Agreement.


 


“Event
of Default”: any of the events specified in Section 13, provided that any requirement for the giving of notice,
the lapse of time, or both, or any other condition, has been satisfied.


 


“Exchange
Rate”: (a) with respect to any Foreign Currency on any date, the equivalent of such amount in Dollars determined by using
the rate of exchange for the purchase of Dollars with such Foreign Currency last provided (either by publication or otherwise provided
to the Administrative Agent) by the applicable Thomson Reuters Corp. source on the Business Day immediately preceding the date of determination,
or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with the Foreign Currency,
as provided by such other publicly available information service which provides that rate of exchange at such time in place of Thomson
Reuters Corp., chosen by the Administrative Agent and the Company or, in the absence of such agreement, in the Administrative Agent’s
sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in
Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) or (b) with
respect to any currency (other than Dollars or any Foreign Currency) on any date, the equivalent of such amount in Dollars as determined
by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.


 


“Existing
Credit Agreement”: as defined in the recitals hereof.


 


“Existing
Joint Ventures”: the Persons specified on Schedule 1.1.


 


“Exposure”:
at any date, (a) as to all the Banks, the aggregate Dollar Equivalent Amount of (i) the outstanding principal amount of all
Loans then outstanding and (ii) all L/C Obligations then outstanding, (b) as to any Bank, the aggregate Dollar Equivalent Amount
of (i) the outstanding principal amount of all Committed Rate Loans, Local Currency Loans and Competitive Advance Loans made by such
Bank or its local bank affiliates, branches or agencies and (ii) such Bank’s Swing Line Exposure and L/C Exposure and (c) as
to any Borrower, the aggregate Dollar Equivalent Amount of the outstanding principal amount of all Loans to such Borrower then outstanding.


 


“Extension
Request”: as defined in subsection 2.13(a).


 






    21


    


    

 


“Extensions
of Credit”: the collective reference to the making of any Loans (including, without limitation, participating in any Swing Line
Loans) and the issuance of, or participation in, any Letters of Credit but excluding the continuation or conversion of any Loan pursuant
to a Notice of Conversion or a Notice of Continuation.


 


“Facility
Fee Rate”: a rate per annum determined based upon the Rating in effect on such date by each of S&P, Moody’s and Fitch
set forth under the relevant column heading below opposite such Rating:


 


	Pricing 
Level	 	Rating 
(S&P/Moody’s/Fitch)	 	Facility Fee Rate	 
	I	 	Greater than or equal to BBB+/Baa1/BBB+	 	 	0.100	%
	II	 	BBB/Baa2/BBB	 	 	0.125	%
	III	 	BBB-/Baa3/BBB-	 	 	0.175	%
	IV	 	BB+/Ba1/BB+	 	 	0.225	%
	V	 	Less than BB+/Ba1/BB+	 	 	0.275	%



 


; provided that, if the Ratings from the rating agencies fall within different Pricing Levels and (a) only two rating agencies
provide a Rating, then (i) if the ratings differ by one Pricing Level, the Pricing Level for the higher of such Ratings shall apply,
and (ii) if there is a split in Ratings of more than one level, the Pricing Level that is one level lower than the Pricing Level
of the higher Rating shall apply, (b) if all three rating agencies provide a Rating, then (i) if two of the Ratings are at the
same Pricing Level, such Pricing Level shall apply, (ii) if each of the Ratings fall within different Pricing Levels and there is
not a split in Ratings by more than two levels, the Pricing Level of such Rating between the highest Rating and the lowest Rating shall
apply and (iii) if each of the Ratings fall within different Pricing Levels and there is a split in the Ratings by more than two
levels, the Pricing Level that is one level below the highest of the three Ratings shall apply and (c) if the Company does not have
any Rating, Pricing Level V shall apply; provided, further, that if only one rating agency provides a Rating, or if only two rating
agencies provide Ratings that are at the same Pricing Level, then such Ratings shall apply.


 


“FATCA”:
sections 1471 through 1474 of the Code, as of the date of this Agreement (and any amended or successor versions thereof that are substantially
comparable and are not materially more onerous to comply with), any regulations or official interpretations thereof and any agreements
entered into pursuant to Section 1471(b)(1) of the Code, and any law, regulation, rule, promulgation, guidance notes, practices
or official agreement implementing an official government agreement with respect to the foregoing.


 


“FCA”
: as defined in subsection 1.4.


 


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


 






    22


    


    

 


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


 


“Financing
Lease”: any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance
with GAAP to be capitalized on a balance sheet of the lessee.


 


“Fitch:
Fitch Ratings Inc. or any successor thereto.


 


“Floor”:
the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) with respect to Eurocurrency Rate, EURIBOR Rate, HIBOR Rate, STIBOR Rate or each Daily Simple
RFR, as applicable.


 


“Foreign
Currencies”: the collective reference to the Available Foreign Currencies and the Additional Local Currencies.


 


“Foreign
Currency Exposure”: at any date, the aggregate Dollar Equivalent Amount of (a) the outstanding principal amount of all
Loans then outstanding which are denominated in a currency other than Dollars and (b) all L/C Obligations then outstanding which
are denominated in a currency other than Dollars.


 


“Foreign
Currency Exposure Sublimit”: at any date, (a) with respect to euros, a Dollar Equivalent Amount equal to $500,000,000,
(b) with respect to Pounds Sterling, a Dollar Equivalent Amount equal to $200,000,000, (c) with respect to Hong Kong Dollars,
a Dollar Equivalent Amount equal to $100,000,000, and (d) with respect to Swedish Kroner, a Dollar Equivalent Amount equal to $100,000,000.


 


“Foreign
Currency Revolving Commitment”: as to any Bank and any Available Foreign Currency, the obligation of such Bank to make Committed
Rate Loans hereunder denominated in such Available Foreign Currency in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Bank’s name on Schedule I under the caption “[Name of applicable Available
Foreign Currency] Revolving Commitment Amount”, as such amount may be changed from time to time in accordance with the provisions
of this Agreement.


 


“Foreign
Currency Revolving Commitment Percentage”: as to any Bank and any Available Foreign Currency at any time, the percentage which
such Bank’s Foreign Currency Revolving Commitment in such Available Foreign Currency then constitutes of the aggregate Foreign Currency
Revolving Commitments of all Banks in such Available Foreign Currency.


 


“Foreign
Subsidiary”: any Subsidiary that is not a Domestic Subsidiary.


 


“Foreign
Subsidiary Borrower”: each Subsidiary of the Company listed as a Foreign Subsidiary Borrower in Schedule II as amended from
time to time in accordance with subsection 15.1(b)(i); provided that with respect to any Subsidiary for which a Foreign Subsidiary
Opinion has not previously been delivered, if the aggregate Exposure of such Subsidiary owing to all Banks exceeds $20,000,000 for a period
of 30 consecutive days, then, unless a Foreign Subsidiary Opinion is delivered within 30 days after the end of such period, such Subsidiary
shall cease to be a Foreign Subsidiary Borrower 30 days after the end of such period with respect to all Exposure of such Subsidiary owing
to the Banks in excess of $20,000,000.


 






    23


    


    

 


“Foreign
Subsidiary Opinion”: with respect to any Foreign Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary
Borrower addressed to the Administrative Agent and the Banks concluding that such Foreign Subsidiary Borrower and the Credit Documents
to which it is a party substantially comply with the matters listed on Exhibit G-3 hereto, with such deviations therefrom as the
Administrative Agent shall consent (such consent not to be unreasonably withheld).


 


“Fronting
Exposure”: at any time there is a Defaulting Bank, such Defaulting Bank’s Revolving Commitment Percentage of the outstanding
L/C Obligations (other than L/C Obligations as to which such Defaulting Bank’s participation obligation has been reallocated to
other non-Defaulting Banks or cash collateralized in accordance with the terms hereof).


 


“Funding
Office”: (i) for each Type of Committed Rate Loan and each Currency, the Funding Office set forth in respect thereof in
the Administrative Schedule or such other office or offices as a Bank may from time to time notify the Company and the Administrative
Agent, which office may include any Affiliate of such Bank or any domestic or foreign branch of such Bank or such Affiliate and (ii) for
each Competitive Advance Loan, as agreed by the Borrower that borrows such Competitive Advance Loan, the Bank that makes such Competitive
Advance Loan and the Administrative Agent.


 


“Funding
Time”: (i) for each Swing Line Loan, Type of Committed Rate Loan and each Currency, the Funding Time set forth in respect
thereof in the Administrative Schedule and (ii) for each Competitive Advance Loan, as agreed by the Borrower that borrows such Competitive
Advance Loan, the Bank that makes such Competitive Advance Loan and the Administrative Agent.


 


“GAAP”:
generally accepted accounting principles in the United States of America in effect from time to time.


 


“Governing
Documents”: as to any Person, the certificate or articles of incorporation and by-laws or other organizational or governing
documents of such Person.


 


“Governmental
Authority”: any nation or government, any state or other political subdivision thereof and any entity exercising executive,
legislative, taxing, central banking, judicial, regulatory or administrative functions of or pertaining to government (including any supra-national
body exercising such powers or functions, such as the European Union or the European Central Bank).


 


“Guarantee
Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person
or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing
person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness,
leases, dividends or other monetary obligations (the “primary obligations”) of any other third Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any
guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation
in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable
pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for
which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall
be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.


 






    24


    


    

 


“Guarantor”:
the Company or any Subsidiary in its capacity as a party to the Company Guarantee or a Subsidiary Guarantee, as the case may be.


 


“Hedging
Agreements”: (a) Interest Rate Agreements and (b) any swap, futures, forward or option agreements or other agreements
or arrangements designed to limit or eliminate the risk and/or exposure of a Person to fluctuations in currency exchange rates between
the Company or any of its Subsidiaries and Hedging Banks.


 


“Hedging
Banks”: any Bank or any of its subsidiaries or affiliates which from time to time enter into Hedging Agreements with the Company
or any of its Subsidiaries.


 


“HIBOR
Interpolated Rate”: at any time, with respect to any Term Benchmark Borrowing denominated in Hong Kong Dollars and for any Interest
Period, the rate per annum (rounded to the same number of decimal places as the HIBOR Screen Rate) determined by the Administrative Agent
(which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on
a linear basis between: (a) the HIBOR Screen Rate for the longest period (for which the HIBOR Screen Rate is available for Hong Kong
Dollars) that is shorter than the Impacted HIBOR Rate Interest Period; and (b) the HIBOR Screen Rate for the shortest period (for
which the HIBOR Screen Rate is available for Hong Kong Dollars) that exceeds the Impacted HIBOR Rate Interest Period, in each case, at
such time; provided that, if any HIBOR Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes
of this Agreement.


 


“HIBOR
Rate”: with respect to any Term Benchmark Borrowing denominated in Hong Kong Dollars and for any Interest Period, the HIBOR
Screen Rate at approximately 11:00 a.m., Hong Kong time, two Business Days prior to the commencement of such Interest Period; provided
that, if the HIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted HIBOR Rate Interest
Period”) with respect to Hong Kong Dollars then the HIBOR Rate shall be the HIBOR Interpolated Rate.


 


“HIBOR
Screen Rate”: with respect to any Interest Period, the percentage rate per annum for deposits in Hong Kong Dollars for a period
beginning on the first day of such Interest Period and ending on the last day of such Interest Period, displayed under the heading “HKAB
HKD Interest Settlement Rates” on the Reuters Screen HKABHIBOR Page (or, in the event such rate does not appear on such Reuters
page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information
service that publishes such rate as selected by the Administrative Agent from time to time in its reasonable discretion) as of 11:00 a.m. Hong
Kong time two business days prior to the commencement of such Interest Period. If the HIBOR Screen Rate shall be less than 0.00%,
the HIBOR Screen Rate shall be deemed to be 0.00% for purposes of this Agreement.


 






    25


    


    

 


“Hong Kong
Dollars”: the lawful currency of Hong Kong.


 


“Impacted
EURIBOR Rate Interest Period”: as defined in the definition of “EURIBOR Rate.”


 


“Impacted
Eurocurrency Interest Period”: as defined in the definition of “Eurocurrency Rate.”


 


“Impacted
HIBOR Rate Interest Period”: as defined in the definition of “HIBOR Rate.”


 


“Impacted
STIBOR Rate Interest Period”: as defined in the definition of “STIBOR Rate.”


 


“Increasing
Bank”: as defined in subsection 2.10(c).


 


“Indebtedness”:
of any Person at any date, without duplication, (a) the principal amount of all indebtedness of such Person for borrowed money or
for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business
and payable in accordance with customary practices), (b) the principal amount of any other indebtedness of such Person which is evidenced
by a note, bond, debenture or similar instrument, (c) the portion of all obligations of such Person under Financing Leases which
must be capitalized in accordance with GAAP, (d) the principal or stated amount of all obligations of such Person in respect of letters
of credit, banker’s acceptances or similar obligations issued or created for the account of such Person, (e) all liabilities
arising under Hedging Agreements of such Person, (f) the amount of all Guarantee Obligations of such Person (other than guarantees
by the Company or any Subsidiary in respect of current trade liabilities of the Company or any Subsidiary incurred in the ordinary course
of business and payable in accordance with customary terms), and (g) all Indebtedness (of the type described in clauses (a) through
(f) above) of others secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise
become liable for the payment thereof.


 


“Insolvent”:
with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.


 


“Intellectual
Property”: as defined in subsection 9.9.


 


“Interest
Payment Date”: (a) as to any ABR Loan, the last day of each March, June, September and December and on the Termination
Date, (b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that
is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day
of such month) and (2) the Termination Date, (c) as to any Committed Rate Loan that is a Term Benchmark Loan having an Interest
Period of three months or less, the last day of such Interest Period, (d) as to any Committed Rate Loan that is a Term Benchmark
Loan having an Interest Period longer than three months, each day which is three months after the first day of such Interest Period and
the last day of such Interest Period, (e) as to any Swing Line Loan that is an ABR Loan, the last Business Day of each calendar month
during which such Swing Line Loan is outstanding, (f) as to any Swing Line Loan that is a Term Benchmark Loan, the last date of the
Interest Period applicable thereto, and (g) as to any Competitive Advance Loan, the date or dates set forth in the applicable Competitive
Advance Loan Request or otherwise agreed upon by the relevant Borrower and Bank at the time the terms of such Competitive Advance Loan
are determined as provided in subsection 3.2.


 






    26


    


    

 


“Interest
Period”:       (a)  with respect to any Committed Rate Loan that is a Term Benchmark Loan:


 


(i)  initially,
the period commencing on the borrowing or conversion date, as the case may be, with respect to such Term Benchmark Loan and ending one,
three or six months thereafter, as selected by the relevant Borrower in its Notice of Borrowing or Notice of Conversion, as the case may
be, given with respect thereto; and


 


(ii)  thereafter,
each period commencing on the last day of the next preceding Interest Period applicable to such Term Benchmark Loan and ending one, three
or six months thereafter, as selected by the relevant Borrower by a Notice of Continuation with respect thereto; and


 


(b)  with respect
to any Swing Line Loan that is a Term Benchmark Loan, the period commencing on the borrowing date with respect to such Term Benchmark
Loan and ending on the earlier of (i) the date which is 30 days after the making of such Swing Line Loan, (ii) the date on which
such Swing Line Loan is required to be repaid pursuant to subsection 4.3 and (iii) the date on which such Swing Line Loan is repaid
in full;


 


provided
that, all of the foregoing provisions relating to Interest Periods are subject to the following:


 


(1)          if
any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business Day;


 


(2)          any
Interest Period that would otherwise extend beyond the Termination Date shall end on the Termination Date; and


 


(3)          solely
with respect to Committed Rate Loans, 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 a calendar month.


 


“Interest
Rate Agreement”: any interest rate protection agreement, interest rate future, interest rate option, interest rate swap, interest
rate cap or other interest rate hedge or arrangement under which the Company is a party or a beneficiary.


 


“IRS”:
as defined in subsection 8.6(e)(i)(A).


 


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


 






    27


    


    

 



 


“Issuing
Bank”: in respect of any Currency, each Bank listed as an Issuing Bank in Schedule III in respect of such Currency.


 


“Issuing
Office”: in respect of each Issuing Bank, the Issuing Office set forth for such Issuing Bank in Schedule III or such other office
or offices as a Bank may from time to time notify the Company and the Administrative Agent, which office may include any Affiliate of
such Bank or any domestic or foreign branch of such Bank or such Affiliate.


 


“Joinder
Agreement”: each Joinder Agreement, substantially in the form of Exhibit A, from time to time executed and delivered hereunder
pursuant to subsection 15.1 (b).


 


“Judgment
Currency”: as defined in subsection 15.9.


 


“L/C Commitment”:
as to any Issuing Bank, the obligation of such Issuing Bank to provide Letters of Credit hereunder in an amount at any one time outstanding
not to exceed the amount set forth opposite such Bank’s name on Schedule III under the caption “L/C Commitment Amount”,
as such amount may be changed from time to time in accordance with the provisions of this Agreement.


 


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


 


“L/C Obligations”:
at any time, an amount equal to the sum of the Dollar Equivalent Amount of (a) the aggregate then undrawn and unexpired amount of
the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been
reimbursed pursuant to subsection 5.5(a).


 


“L/C Participant”:
in respect of each Letter of Credit, each Bank (other than the Issuing Bank in respect of such Letter of Credit) in its capacity as the
holder of a participating interest in such Letter of Credit.


 


“Lender-Related
Person”: the Administrative Agent, any Arranger, any Syndication Agent, any Issuing Bank and any Bank, and any Related Party
of any of the foregoing persons.


 


“Letters
of Credit”: as defined in subsection 5.1(b).


 


“LIBOR”:
as defined in subsection 1.4.


 






    28 


     


    

 


“Lien”:
any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the
foregoing).


 


“Liquidity”:
the sum of (a) cash and cash equivalents and short-term investments convertible into cash within sixty (60) days held by the Company
and its Subsidiaries, plus (b) so long as the Company is able to satisfy the conditions to borrowing set forth in subsection 10.2
(including, but not limited to, compliance with the financial covenant pursuant to subsection 12.1), the aggregate amount of Undrawn Revolving
Commitments, plus (c) any amount then available to the Company or its Subsidiaries under any Permitted Receivables Securitization
or other legally committed credit facilities (provided that, in the case of this clause (c), the Company or the applicable Subsidiary
is able to satisfy all conditions to the availability of such financing).


 


“Loan”:
any Committed Rate Loan, Competitive Advance Loan, Swing Line Loan or Local Currency Loan.


 


“Loan Party”:
the Company and each Subsidiary of the Company which is a party to a Credit Document.


 


“Local
Currency Bank”: any Bank (or, if applicable, any affiliate, branch or agency thereof) party to a Local Currency Facility.


 


“Local
Currency Bank Maximum Borrowing Amount”: as defined in subsection 6.1(b).


 


“Local
Currency Borrower”: each Subsidiary of the Company organized under the laws of a jurisdiction outside the United States that
the Company designates as a “Local Currency Borrower” in a Local Currency Facility Addendum.


 


“Local
Currency Facility”: any Qualified Credit Facility that the Company designates as a “Local Currency Facility” pursuant
to a Local Currency Facility Addendum or that is set forth on Schedule 9.10.


 


“Local
Currency Facility Addendum”: a Local Currency Facility Addendum received by the Administrative Agent, substantially in the form
of Exhibit C and conforming to the requirements of Section 6.


 


“Local
Currency Facility Agent”: with respect to each Local Currency Facility, the Local Currency Bank acting as agent for the Local
Currency Banks party thereto.


 


“Local
Currency Facility Maximum Borrowing Amount”: as defined in subsection 6.1(b).


 


“Local
Currency Loan”: any loan made pursuant to a Local Currency Facility.


 


“London
Banking Day”: any day on which banks in London are open for general banking business, including dealings in foreign currency
and exchange.


 






    29 


     


    

 


“Material
Adverse Effect”: a material adverse effect on (a) the business, operations, property or condition (financial or otherwise)
of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under this Agreement
or other Credit Documents or (c) the validity or enforceability of this Agreement or any of the other Credit Documents or the rights
or remedies of the Administrative Agent or the Banks hereunder or thereunder.


 


“Materials
of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or
any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without
limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.


 


“Moody’s”:
Moody’s Investors Service, Inc. or any successor thereto.


 


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


 


“New Bank”:
as defined in subsection 2.10(b).


 


“New Bank
Supplement”: as defined in subsection 2.10(b).


 


“Non-Excluded
Taxes”: as defined in subsection 8.6(a).


 


“Non-Extending Bank”:
as defined in subsection 2.13(a).


 


“Non-U.S.
Bank”: as defined in subsection 8.6(e)(i)(B).


 


“Notice
of Borrowing”: with respect to any Committed Rate Loan of any Type in any Currency, a notice from the Specified Borrower in
respect of such Loan, containing the information in respect of such Loan and delivered to the Person, in the manner and by the time specified
for a Notice of Borrowing in respect of such Currency and such Type of Loan in the Administrative Schedule.


 


“Notice
of Continuation”: with respect to a Committed Rate Term Benchmark Loan in any Currency, a notice from the Specified Borrower
in respect of such Loan, containing the information in respect of such Loan and delivered to the Person, in the manner and by the time
specified for a Notice of Continuation in respect of such Currency in the Administrative Schedule.


 


“Notice
of Conversion”: with respect to a Committed Rate Loan in Dollars which a Specified Borrower wishes to convert from a Term Benchmark
Loan to an ABR Loan, or from an ABR Loan to a Term Benchmark Loan, as the case may be, a notice from such Borrower setting forth the amount
of such Loan to be converted, the date of such conversion and, in the case of conversions of ABR Loans to Term Benchmark Loans, the length
of the initial Interest Period applicable thereto. Each Notice of Conversion shall be delivered to (i) the Administrative Agent at
its address set forth in subsection 15.2 and shall be delivered before 12:00 Noon, New York City time, on the Business Day of the requested
conversion in the case of conversions to ABR Loans, before 12:00 Noon, New York City time, three Business Days before the requested conversion
in the case of conversions to Term Benchmark Loans in Agreed Currencies other than Honk Kong Dollars or before 12:00 Noon, Hong Kong time,
four Business Days before the requested conversion of Term Benchmark Loans in Hong Kong Dollars.


 






    30 


     


    

 


“Notice
of Local Currency Outstandings”: with respect to each Local Currency Facility Agent, a notice from such Local Currency Facility
Agent containing the information, delivered to the Person, in the manner and by the time specified for a Notice of Local Currency Outstandings
in the Administrative Schedule.


 


“Notice
of Prepayment”: with respect to prepayment of any Swing Line Loan or Committed Rate Loan of any Type in any Currency, a notice
from the Specified Borrower in respect of such Loan, containing the information in respect of such prepayment and delivered to the Person,
in the manner and by the time specified for a Notice of Prepayment in respect of such Swing Line Loan, Committed Rate Loan or Currency
and such Type of Loan in the Administrative Schedule.


 


“Notice
of Swing Line Borrowing”: with respect to a Swing Line Loan of any Type, a notice from the Specified Borrower in respect of
such Swing Line Loan, containing the information in respect of such Swing Line Loan specified for a Notice of Swing Line Borrowings in
the Administrative Schedule and delivered to the applicable Swing Line Bank.


 


“Notice
of Swing Line Outstandings”: with respect to each Swing Line Bank, a notice from such Swing Line Bank containing the information,
delivered to the Person, in the manner and by the time, specified for a Notice of Swing Line Outstandings in the Administrative Schedule.


 


“Notice
of Swing Line Refunding”: with respect to each Swing Line Bank, a notice from such Swing Line Bank containing the information,
delivered to the Person, in the manner and by the time specified for a Notice of Swing Line Refunding in the Administrative Schedule.


 


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


 


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


 


“Objecting
Bank”: as defined in subsection 15.1(e).


 


“Offered
Increase Amount”: as defined in subsection 2.10(a).


 


“Other
Benchmark Rate Election”: with respect to any Loan denominated in Dollars, if the then-current Benchmark is the Eurocurrency
Rate, the occurrence of:


 


(a)            a
request by the Company to the Administrative Agent to notify each of the other parties hereto that, at the determination of the Company,
Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of
a LIBOR-based rate, a term benchmark rate as a benchmark rate, and


 






    31 


     


    

 


(b)            the
Administrative Agent, in its sole discretion, and the Company jointly elect to trigger a fallback from the Eurocurrency Rate and the provision,
as applicable, by the Administrative Agent of written notice of such election to the Banks.


 


“Other
Connection Taxes”: 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 Credit Document, or sold or assigned an interest in any Loan or Credit Document).


 


“Other
Taxes”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies
arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement
or any other Credit Document, including any interest, additions to tax or penalties applicable thereto, except for any such taxes that
are (i) taxes excluded under subsection 8.6(a) or (ii) Other Connection Taxes imposed with respect to an assignment (other
than an assignment under subsection 8.7(b)).


 


“Overnight
Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed
banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website
from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.


 


“Participant”:
as defined in subsection 15.6(c).


 


“Participant
Register”: as defined in subsection 15.6(c).


 


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


 


“Patriot
Act”: as defined in subsection 15.17.


 


“Payment”:
as defined in subsection 14.12(i).


 


“Payment
Notice”: as defined in subsection 14.12(ii).


 


“Payment
Office”: (i) for each Type of Committed Rate Loan and each Currency, the Payment Office set forth in respect thereof in
the Administrative Schedule or such other office or offices as a Bank may from time to time notify the Company and the Administrative
Agent, which office may include any Affiliate of such Bank or any domestic or foreign branch of such Bank or such Affiliate and (ii) for
each Competitive Advance Loan, as agreed by the Specified Borrower that borrows such Competitive Advance Loan, the Bank that makes such
Competitive Advance Loan and the Administrative Agent.


 


“Payment
Time”: (i) for each Swing Line Loan, Type of Committed Rate Loan and each Currency, the Payment Time set forth in respect
thereof in the Administrative Schedule and (ii) for each Competitive Advance Loan, as agreed by the Specified Borrower that borrows
such Competitive Advance Loan, the Bank that makes such Competitive Advance Loan and the Administrative Agent.


 






    32 


     


    

 


“PBGC”:
the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor entity.


 


“Permitted
Acquisition”: on any date of determination, the acquisition of all or part of any Person or business unit in any transaction
or series of transactions by the Company or any Subsidiary.


 


“Permitted
Joint Venture”: on any date of determination, a limited-purpose corporation, partnership, limited liability company, joint venture
or other similar legal arrangement (whether created by contract or conducted through a separate legal entity, but excluding any Subsidiary)
now or hereafter formed or invested in by the Company or any of its Subsidiaries with another Person or Persons in order to conduct a
common venture or enterprise with such Person or Persons.


 


“Permitted
Receivables Securitization”: any transaction involving one or more sales, contributions or other conveyances by the Company
or any Subsidiary of any Receivables to a special purpose entity (which may be a Subsidiary or Affiliate of the Company), which special
purpose entity finances such sales, contributions or other conveyances by in turn conveying an interest in such Receivables to one or
more Receivable Financiers, provided that such transaction shall not involve any recourse to the Company or any Subsidiary (other
than such special purpose entity) for any reason other than (i) repurchases of non-eligible Receivables, (ii) indemnification
for losses (including any adjustments for dilutions), other than credit losses related to the Receivables conveyed in such transaction
and (iii) payment of costs, fees, expenses and indemnities relating to such transaction.


 


“Person”:
an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.


 


“Plan”:
at a particular time, any employee benefit plan (within the meaning of Section 3(3) of ERISA) which is covered by ERISA and
in respect of which the Company or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069
of ERISA be deemed to be) an “employer” (as defined in Section 3(5) of ERISA).


 


“Plan Asset
Regulation”: the U.S. Department of Labor regulations, §2510.3 101, as modified by Section 3(42) of ERISA, as amended
from time to time.


 


“Pounds”,
 “Pounds Sterling” and “Sterling”: the lawful currency of the United Kingdom.


 


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


 






    33 


     


    

 


“Properties”:
as defined in subsection 9.18(a).


 


“Protesting
Bank”: as defined in subsection 15.1(b)(i)(B).


 


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


 


“QFC”:
a “qualified financial contract” as defined in, and to be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).


 


“QFC Credit
Support”: as defined in subsection 15.20.


 


“Qualified
Credit Facility”: a credit facility (a) providing for one or more Local Currency Banks to make loans denominated in an
Additional Local Currency to a Local Currency Borrower, (b) providing for such loans to bear interest at a rate or rates determined
by the Company and such Local Currency Bank or Local Currency Banks and (c) otherwise conforming to the requirements of Section 6.


 


“Ratings”:
the actual or implied senior unsecured non-credit enhanced debt ratings of the Company in effect from time to time by Moody’s, S&P
or Fitch, as the case may be.


 


“Re-Allocation
Date”: as defined in subsection 2.10(e).


 


“Receivable
Financier”: any Person (other than a Subsidiary or Affiliate of the Company) that finances the acquisition by a special purpose
entity of Receivables from the Company or any Subsidiary.


 


“Receivables”:
all accounts receivable of the Company or any of its Subsidiaries, and all proceeds thereof and rights (contractual and other) and collateral
related thereto.


 


“Reference
Time”: with respect to any setting of the then-current Benchmark, (1) if such Benchmark is Eurocurrency Rate, 11:00 a.m. (London
time) on the day that is two London banking days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00
a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if the RFR for such Benchmark is SONIA, then 4 Business
Days prior to such setting, (4) if such Benchmark is HIBOR Rate, 11:00 a.m. Hong Kong time two Business Days preceding the date
of such setting, (5) if such Benchmark is STIBOR Rate, 11:00 a.m. London time two Business Days preceding the date of such setting,
or (6) if such Benchmark is none of the Eurocurrency Rate, the EURIBOR Rate, the HIBOR Rate, the STIBOR Rate or SONIA, the time determined
by the Administrative Agent in its reasonable discretion.


 


“Register”:
as defined in subsection 15.6(b)(iv).


 


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


 


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


 






    34 


     


    

 


“Reimbursement
Obligation”: in respect of each Letter of Credit, the obligation of the account party thereunder to reimburse the Issuing Bank
for all drawings made thereunder in accordance with Section 5 and the Application related to such Letter of Credit.


 


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


 


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


 


“Relevant
Rate”: (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Eurocurrency Rate and (ii) with
respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Rate, (iii) with respect to any Borrowing denominated in
Sterling, the applicable Daily Simple RFR, (iv) with respect to any Term Benchmark Borrowing denominated in Hong Kong Dollars, the
HIBOR Rate or (v) with respect to any Term Benchmark Borrowing denominated in Swedish Kroner, the STIBOR Rate, as applicable.


 


“Relevant
Screen Rate”: (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Eurocurrency Screen Rate (ii) with
respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate, (iii) with respect to any Term Benchmark Borrowing
denominated in Hong Kong Dollars, the HIBOR Screen Rate or (iv) with respect to any Term Benchmark Borrowing denominated in Swedish
Kroner, the STIBOR Screen Rate as applicable.


 


“Replacement
Bank”: a bank or financial institution that assumes certain Commitments and obligations and purchases certain Loans and rights
pursuant to subsection 8.7(b), 8.17(e) or 15.1(e).


 


“Reportable
Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day
notice period is waived under DOL Reg. § 4043.


 


“Requested
Specified Loan”: as defined in subsection 2.12(a).


 


“Required
Banks”: at any time, Banks holding more than 50% of the aggregate amount of the Revolving Commitments (or, at any time after
the Revolving Commitments shall have expired or terminated, Banks holding more than 50% of the aggregate amount of the Exposure of all
Banks at such time).


 






    35 


     


    

 


“Requirement
of Law”: as to any Person, the Governing Documents of such Person, and any law, treaty, rule or regulation or determination
of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.


 


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


 


“Responsible
Officer”: as to any Person, the chief executive officer, the chairman of the board, the president, the chief financial officer,
the chief accounting officer, any executive or senior vice president or the treasurer of such Person.


 


“Revolving
Borrowing Percentage”: (a) with respect to Committed Rate Loans denominated in Dollars to be made by any Bank at any time,
the ratio (expressed as a percentage) of the amount of such Bank’s Undrawn Revolving Commitment at such time to the aggregate amount
of the Undrawn Revolving Commitments of all the Banks at such time; provided, that in determining any Bank’s Undrawn Revolving
Commitment for the purpose of determining such Bank’s Revolving Borrowing Percentage of any such Committed Rate Loans whose proceeds
will be simultaneously applied to repay Swing Line Loans or Local Currency Loans or to pay Reimbursement Obligations, such Bank’s
Revolving Commitment Percentage of the amount of such Swing Line Loans and Reimbursement Obligations, and the amount of such Local Currency
Loans owing to such Bank, will not be considered Committed Exposure of such Bank (such Revolving Borrowing Percentage of each Bank at
any time to be calculated by the Administrative Agent on the basis of its most recent calculations of the Undrawn Revolving Commitments
of the Banks) and (b) with respect to Committed Rate Loans denominated in any Available Foreign Currency to be made by any Bank at
any time, a percentage equal to such Bank’s Foreign Currency Revolving Commitment Percentage in the Currency of such Committed Rate
Loans.


 


“Revolving
Commitment”: as to any Bank, the obligation of such Bank to make Committed Rate Loans and/or acquire participating interests
in Swing Line Loans hereunder and/or in Local Currency Facilities and issue and/or acquire participating interests in Letters of Credit
hereunder in an aggregate Dollar Equivalent Amount at any one time outstanding not to exceed the amount set forth opposite such Bank’s
name on Schedule I under the caption “Dollar Revolving Commitment Amount”, as such amount may be changed from time to
time in accordance with the provisions of this Agreement.


 


“Revolving
Commitment Increase Notice”: as defined in subsection 2.10(a).


 


“Revolving
Commitment Increase Supplement”: as defined in subsection 2.10(c).


 


“Revolving
Commitment Percentage”: as to any Bank at any time, the percentage which such Bank’s Revolving Commitment then constitutes
of the aggregate amount of the Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated,
the percentage which the amount of the Exposure of such Bank at such time constitutes of the aggregate amount of the Exposure of all the
Banks at such time). Notwithstanding the foregoing, in accordance with subsection 8.17 when a Defaulting Bank shall exist, Revolving Commitment
Percentages shall be determined without regard to any Defaulting Bank’s Revolving Commitment.


 






    36 


     


    

 


“RFR”:
for any RFR Loan denominated in Sterling, SONIA.


 


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


 


“RFR Business
Day”: for any Loan denominated in Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on
which banks are closed for general business in London.


 


“RFR Interest
Day”: as defined in the definition of “Daily Simple RFR”.


 


“RFR Loan”:
a Loan that bears interest at a rate based on Daily Simple RFR.


 


“S&P”:
Standard & Poor’s Financial Services LLC or any successor thereto.


 


“Sanctioned
Country”: at any time, a country, region or territory which is, or whose government is, the subject or target of any Sanctions.


 


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


 


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


 


“Schedule
Amendment”: each Schedule Amendment, substantially in the form of Exhibit B, executed and delivered pursuant to subsection
15.1.


 


“Single
Employer Plan”: any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.


 


“SOFR”:
with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the
SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


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


 


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


 


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


 






    37 


     


    

 


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


 


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


 


“Specified
Borrower”: the collective reference to the Company and the Subsidiary Borrowers.


 


“Specified
Foreign Currency Bank”: as defined in subsection 2.12(a).


 


“Specified
Loans”: as defined in subsection 2.11(a).


 


“Standby
Letter of Credit”: as defined in subsection 5.1(b).


 


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


 


“STIBOR
Interpolated Rate”: at any time, with respect to any Term Benchmark Borrowing denominated in Swedish Kroner and for any Interest
Period, the rate per annum (rounded to the same number of decimal places as the STIBOR Screen Rate) determined by the Administrative Agent
(which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on
a linear basis between: (a) the STIBOR Screen Rate for the longest period (for which the STIBOR Screen Rate is available for Swedish
Kroner) that is shorter than the Impacted STIBOR Rate Interest Period; and (b) the STIBOR Screen Rate for the shortest period (for
which the STIBOR Screen Rate is available for Swedish Kroner) that exceeds the Impacted STIBOR Rate Interest Period, in each case, at
such time; provided that, if any STIBOR Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes
of this Agreement.


 


“STIBOR
Rate”: with respect to any Term Benchmark Borrowing denominated in Swedish Kroner and for any Interest Period, the STIBOR Screen
Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that, if
the STIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted STIBOR Rate Interest Period”)
with respect to Swedish Kroner then the STIBOR Rate shall be the STIBOR Interpolated Rate.


 






    38 


     


    

 


“STIBOR
Screen Rate”: with respect to any Interest Period, the Stockholm interbank offered rate administered by the Swedish Bankers’
Association ( or any other person that takes over the administration of that rate) for deposits in Swedish Kroner with a term equivalent
to such Interest Period as displayed on the Reuters screen page that displays such rate (or, in the event such rate does not appear
on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of
such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable
discretion) as of 11:00 a.m. London time two business days prior to the commencement of such Interest Period. If the STIBOR
Screen Rate shall be less than 0.00%, the STIBOR Screen Rate shall be deemed to be 0.00% for purposes of this Agreement.


 


“Subsidiary”:
as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect
a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Company.


 


“Subsidiary
Borrower”: the collective reference to the Foreign Subsidiary Borrowers and the Domestic Subsidiary Borrowers.


 


“Subsidiary
Guarantee”: each Subsidiary Guarantee, substantially in the form of Exhibit F-2, to be executed and delivered from time
to time by any other Domestic Subsidiary pursuant to subsection 11.9, in each case, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Supported
QFC”: as defined in subsection 15.20.


 


“Swedish
Kroner”: the lawful currency of Sweden.


 


“Swing
Line Bank”: in respect of any Specified Borrower, each Bank listed as a Swing Line Bank in respect of such Specified Borrower
in Schedule III and any other Bank party hereto as a “Swing Line Bank” from time to time.


 


“Swing
Line Commitment”: as to any Swing Line Bank, the obligation of such Swing Line Bank to make Swing Line Loans hereunder in an
amount at any one time outstanding not to exceed the amount set forth opposite such Bank’s name on Schedule III under the caption
 “Swing Line Commitment Amount”, as such amount may be changed from time to time in accordance with the provisions of this
Agreement.


 


“Swing
Line Exposure”: at any time, the sum of the aggregate principal amount of all outstanding Swing Line Loans at such time. The
Swing Line Exposure of any Bank at any time shall be the sum of (a) its Revolving Commitment Percentage of the total Swing Line Exposure
at such time related to Swing Line Loans other than any Swing Line Loans made by such Bank in its capacity as a Swing Line Bank and (b) if
such Bank shall be a Swing Line Bank, the principal amount of all Swing Line Loans made by such Bank outstanding at such time (to the
extent that the other Banks shall not have funded their participations in such Swing Line Loans); provided that in the case of
subsections 2.1 and 8.17 when a Defaulting Bank shall exist, the Swing Line Exposure of any Bank shall be adjusted to give effect to any
reallocation effected pursuant to subsection 8.17.


 






    39 


     


    

 


“Swing
Line Limit”: in respect of any Specified Borrower, the amount listed as the Swing Line Limit in respect of such Specified Borrower
in Schedule III or the Joinder Agreement for such Specified Borrower, but not in any case for all Specified Borrowers to exceed an aggregate
amount equal to $500,000,000.


 


“Swing
Line Loan”: as defined in subsection 4.1.


 


“Swing
Line Rate”: a rate per annum equal to (a) at the sole option of the Specified Borrower requesting such Swing Line Loan,
either (i) the Eurocurrency Rate for an Interest Period of one month or such shorter period as may be agreed between the Specified
Borrower requesting such Swing Line Loan and the Swing Line Banks or (ii) the Alternate Base Rate, plus (b) the Applicable
Margin.


 


“Syndication
Agents”: Bank of America, N.A., The Bank of Nova Scotia, BNP Paribas, ING Bank N.V., Dublin Branch, MUFG Bank, Ltd, Mizuho
Bank, Ltd, and Sumitomo Mitsui Banking Corporation.


 


“TARGET
Day”: 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.


 


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


 


“Term Benchmark
Loan”: Loans the rate of interest applicable to which is based upon the Term Benchmark.


 


“Term SOFR”:
for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been
selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice”: a notification by the Administrative Agent to the Banks and the Company of the occurrence of a Term SOFR
Transition Event.


 


“Term SOFR
Transition Event”: the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the
Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a
Benchmark Transition Event or an Early Opt-in Election, as applicable (and, for the avoidance of doubt, not in the case of an Other Benchmark
Rate Election), has previously occurred resulting in a Benchmark Replacement in accordance with subsection 8.15 that is not Term SOFR.


 


“Termination
Date”: September 9, 2026, as such date may be extended pursuant to subsection 2.13 hereof.


 






    40 


     


    

 


“Total
Assets”: at a particular date, the assets of the Company and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP; provided, that all Customer Funded Assets shall be excluded from the calculations of Total Assets.


 


“Total
Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect.


 


“Total
Swing Line Commitments”: at any time, the aggregate amount of the Swing Line Commitments then in effect.


 


“Tranche”:
the collective reference to Term Benchmark Loans of the same Type in any Currency the then current Interest Periods with respect to all
of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same
day).


 


“Type”:
in respect of any Loan, its character as a Committed Rate Loan, Competitive Advance Loan or Swing Line Loan, as the case may be.


 


“Type of
Borrowing”: when used in reference to any Borrowing, refers to whether the rate of interest on the Loans comprising such Borrowing
is determined by reference to the Adjusted Eurocurrency Rate, the Adjusted EURIBOR Rate, the Adjusted HIBOR Rate, the Adjusted STIBOR
Rate, the Alternate Base Rate or the Daily Simple RFR.


 


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


 


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


 


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


 


“Undrawn
Revolving Commitment”: as to any Bank at any time, the amount of such Bank’s Revolving Commitment minus the amount
of such Bank’s Committed Exposure at such time but not less than zero.


 


“Uniform
Customs”: the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication
No. 600 as the same may be amended from time to time.


 


“U.S. Special
Resolution Regime”: as defined in subsection 15.20.


 


“U.S. Tax
Compliance Certificate”: as defined in subsection 8.6(e)(i)(B)(3).


 


“Withholding
Agent”: any Loan Party and the Administrative Agent.


 






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


 


1.2
  Other Definitional Provisions. (a)  Unless otherwise specified therein, all terms defined in this Agreement shall have
the defined meanings when used in any certificate or other document made or delivered pursuant hereto.


 


(b)  As used
herein and in any certificate or other document made or delivered pursuant hereto, accounting terms relating to the Company and its Subsidiaries
not defined in subsection 1.1 and accounting terms partly defined in subsection 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP (provided that all terms of an accounting or financial nature used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting
Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities
of the Company or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect
of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein,
and such Indebtedness shall at all times be valued at the full stated principal amount thereof). Notwithstanding anything in this Agreement
to the contrary, for purposes of interpreting any provision contained herein or determining compliance with any covenant or any other
provision contained herein, including for calculating compliance with the financial covenants in this Agreement, the effects of Accounting
Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or
effect) on leases and debt obligations shall, in each case, be disregarded.


 


(c)  The words
 “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references
are to this Agreement unless otherwise specified.


 


(d)  The meanings
given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


(e)  The phrases
 “to the knowledge of the Company” and “of which any Subsidiary is aware” and phrases of similar import when used
in this Agreement shall mean to the actual knowledge of a Responsible Officer of the Company or any such Subsidiary, as the case may be.


 






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1.3
Accounting Determinations. Unless otherwise specified herein, all accounting determinations for purposes of calculating
or determining compliance with the terms found in subsection 1.1 or the standard and covenant found in subsection 12.1 and otherwise
to be made under this Agreement shall be made in accordance with GAAP applied on a basis consistent in all material respects with that
used in preparing the financial statements referred to in subsection 9.1. If GAAP shall change from the basis used in preparing such
financial statements, the certificates required to be delivered pursuant to subsection 11.2 demonstrating compliance with the covenants
contained herein shall set forth calculations setting forth the adjustments necessary to demonstrate how the Company is in compliance
with the financial covenants based upon GAAP as in effect on the Closing Date.


 


1.4
Interest Rates; LIBOR Notification. The interest rate on a Loan denominated in Dollars or a Foreign Currency may be derived
from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the
need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks
may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated
may change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which contributing banks
may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority
(“FCA”) publicly announced that: (a)  immediately after December 31, 2021, publication of all seven euro
LIBOR settings, all seven Swiss Franc LIBOR settings, the spot next, 1-week, 2-month and 12-month Japanese Yen LIBOR settings, the overnight,
1-week, 2-month and 12-month British Pound Sterling LIBOR settings, and the 1-week and 2-month U.S. Dollar LIBOR settings will permanently
cease; immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease;
immediately after December 31, 2021, the 1-month, 3-month and 6-month Japanese Yen LIBOR settings and the 1-month, 3-month and 6-month
British Pound Sterling LIBOR settings will cease to be provided or, subject to consultation by the FCA, be provided on a changed methodology
(or “synthetic”) basis and no longer be representative of the underlying market and economic reality they are intended to
measure and that representativeness will not be restored; and immediately after June 30, 2023, the 1-month, 3-month and 6-month
U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic
basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness
will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or
regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies
and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed of any such
developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to
be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election
or an Other Benchmark Rate Election, subsection 8.15 provide a mechanism for determining an alternative rate of interest. The Administrative
Agent will promptly notify the Company, pursuant to subsection 8.15(e) of any change to the reference rate upon which the interest
rate on Term Benchmark Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall
not have any liability with respect to, the administration, submission, performance or any other matter related to the Daily Simple RFR,
LIBOR or other rates in the definition of “Eurocurrency Rate” (or “EURIBOR Rate”, or “HIBOR Rate”,
or “STIBOR Rate”, as applicable) or with respect to any alternative or successor rate thereto, or replacement rate thereof
(including, without limitation, (i)  any such alternative, successor or replacement rate implemented pursuant to subsection 8.15(b) or
(c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other
Benchmark Rate Election, and (ii)  the implementation of any Benchmark Replacement Conforming Changes pursuant to subsection 8.15(d)),
including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference
rate will be similar to, or produce the same value or economic equivalence of, the Daily Simple RFR, the Eurocurrency Rate (or the EURIBOR
Rate, or the HIBOR Rate, or the STIBOR Rate, as applicable) or have the same volume or liquidity as did the London interbank offered
rate (or the euro interbank offered rate or the Tokyo interbank offered rate, as applicable) prior to its discontinuance or unavailability.
The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any
Daily Simple RFR, any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments
thereto, in each case, in a manner adverse to the Company. The Administrative Agent may select information sources or services in its
reasonable discretion to ascertain any RFR, Daily Simple RFR or the Term Benchmark Rate, any component thereof, or rates referenced in
the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Company, any Bank or
any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service.


 






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1.5
Divisions. For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any
Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from
the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to
have been organized and acquired on the first date of its existence by the holders of its Capital Stock at such time.


 


SECTION 2. THE COMMITTED RATE LOANS


 


2.1
Committed Rate Loans. (a)  Subject to the terms and conditions hereof, each Bank severally agrees to make loans on
a revolving credit basis (“Committed Rate Loans”) to any Specified Borrower from time to time during the Commitment
Period; provided, that no Committed Rate Loan shall be made by any Bank if, after giving effect to the making of such Loan and
the simultaneous application of the proceeds thereof, (i) the aggregate amount of the Exposure of all the Banks would exceed the
aggregate amount of the Revolving Commitments, (ii) the aggregate amount of the Foreign Currency Exposure in respect of any Available
Foreign Currency would exceed the Foreign Currency Exposure Sublimit for such Currency (iii) in the case of Committed Rate Loans
denominated in an Available Foreign Currency, the aggregate principal amount of Committed Rate Loans outstanding to a Bank in such Currency
would exceed the Foreign Currency Revolving Commitment of such Bank in such Currency or (iv) the aggregate amount of the Exposure
of a Bank would exceed the Revolving Commitment of such Bank. During the Commitment Period, the Specified Borrowers may use the Revolving
Commitments by borrowing, prepaying the Committed Rate Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.


 


(b)  The Committed
Rate Loans may be made in Dollars or any Available Foreign Currency and may from time to time be (i) Committed Rate Term Benchmark
Loans, (ii) in the case of Committed Rate Loans in Dollars only, Committed Rate ABR Loans, (iii) Committed Rate RFR Loans or
(iv) a combination thereof, as determined by the relevant Specified Borrower and set forth in the Notice of Borrowing or Notice
of Conversion with respect thereto; provided, that no Committed Rate Term Benchmark Loan shall be made after the day that is one
month prior to the Termination Date.


 






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2.2
Procedure for Committed Rate Loan Borrowing. Any Specified Borrower may request the Banks to make Committed Rate Loans
on any Business Day during the Commitment Period by delivering a Notice of Borrowing. Each borrowing of Committed Rate Loans (other than
pursuant to a Swing Line Loan refunding pursuant to subsection 4.4, pursuant to subsection 5.5(c) or pursuant to subsection 6.3)
shall be in an amount equal to (a) in the case of Committed Rate ABR Loans and/or Committed Rate RFR Loans, $1,000,000 or a whole
multiple of $500,000 in excess thereof (or, if the then aggregate undrawn amount of the Revolving Commitments is less than $1,000,000,
such lesser amount) and (b) in the case of Committed Rate Term Benchmark Loans, (i) if in Dollars, $5,000,000 or increments
of $500,000 in excess thereof, and (ii) if in any Available Foreign Currency, an amount in such Available Foreign Currency of which
the Dollar Equivalent Amount is at least $5,000,000; provided, that any borrowing of Committed Rate Loans may be in an aggregate
amount that is equal to the entire unused balance of the Total Revolving Commitment. Upon receipt of any such Notice of Borrowing from
a Specified Borrower, the Administrative Agent shall promptly notify each Bank that has a Revolving Commitment in the relevant Currency
of receipt of such Notice of Borrowing and of such Bank’s Revolving Borrowing Percentage of the Committed Rate Loans to be made
pursuant thereto. Subject to the terms and conditions hereof, each Bank that has a Revolving Commitment in the relevant Currency will
make its Revolving Borrowing Percentage of each such borrowing available to the Administrative Agent for the account of such Specified
Borrower at the Funding Office, and at or prior to the Funding Time, for the Currency of such Loan in funds immediately available to
the Administrative Agent in the applicable Currency. The amounts made available by each Bank will then be made available to such Specified
Borrower at the Funding Office, in like funds as received by the Administrative Agent.


 


2.3
Repayment of Committed Rate Loans; Evidence of Debt. (a)  Each Specified Borrower hereby unconditionally promises
to pay to the Administrative Agent for the account of each Bank on the Termination Date (or such earlier date on which the Loans become
due and payable pursuant to Section 13), the then unpaid principal amount of each Committed Rate Loan made by such Bank to such
Specified Borrower. Each Specified Borrower hereby further agrees to pay to the Administrative Agent for the account of each Bank, interest
on the unpaid principal amount of the Committed Rate Loans made to such Specified Borrower from time to time outstanding from the date
hereof until payment in full thereof at the rates per annum, and on the dates, set forth in subsection 8.14.


 


(b)  Each Bank
shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified Borrower to such
Bank resulting from each Committed Rate Loan of such Bank from time to time, including the amounts of principal and interest payable
and paid to such Bank from time to time under this Agreement.


 


(c)  The Administrative
Agent shall maintain the Register pursuant to subsection 15.6(b), and a subaccount therein for each Bank, in which shall be recorded
(i) the amount of each Committed Rate Loan made hereunder and each Interest Period (if any) applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from each Specified Borrower to each Bank under Committed Rate
Loans and (iii) the amount of any sum received by the Administrative Agent from each Specified Borrower in respect of Committed
Rate Loans, and the amount of each Bank’s share thereof.


 


(d)  The entries
made in the Register and the accounts of each Bank maintained pursuant to subsection 2.3(b) shall, to the extent permitted by applicable
law, be prima facie evidence of the existence and amounts of the obligations of each Specified Borrower therein recorded absent
manifest error; provided, however, that the failure of any Bank or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the obligation of each Specified Borrower to repay (with applicable
interest) the Committed Rate Loans made to such Specified Borrower by such Bank in accordance with the terms of this Agreement. In the
event of any conflict between the records maintained by any Bank and the records maintained by the Administrative Agent in such matters,
the records of the Administrative Agent shall control in the absence of manifest error.


 






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2.4
Termination or Reduction of Revolving Commitments. The Company shall have the right, upon not less than five Business Days’
notice (which may be conditioned on a refinancing) to the Administrative Agent, to terminate the Revolving Commitments or, from time
to time, to reduce the amount of the Revolving Commitments. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple
thereof and shall reduce permanently the Revolving Commitments then in effect; provided that the Revolving Commitments may not
be optionally reduced at any time to an amount which is less than the amount of the Exposure of all the Banks at such time; and provided
further that the Revolving Commitments may not be reduced to an amount which is less than $50,000,000 unless they are terminated
in full. Any reduction or termination of Revolving Commitments of any Bank that is also a Swing Line Bank which would result in the Swing
Line Commitment of such Bank exceeding the Revolving Commitment of such Bank shall automatically result in a reduction or termination,
as applicable, of the Swing Line Commitment of such Bank, such that the Swing Line Commitment of such Bank does not the exceed the Revolving
Commitment of such Bank.


 


2.5
[reserved].


 


2.6
[reserved].


 


2.7
[reserved].


 


2.8
[reserved].


 


2.9
[reserved].


 


2.10
Revolving Commitment Increases. (a)  At any time after the Closing Date, provided that no Event of Default
shall have occurred and be continuing, the Borrowers may request an increase of the Revolving Commitments in an aggregate amount up to
$500,000,000 by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such
proposed increase (such notice, a “Revolving Commitment Increase Notice”). The Borrowers may offer to any Bank or
any bank or other financial institution that is not an existing Bank the opportunity to provide a new Revolving Commitment pursuant to
paragraph (b) below, which other bank or other financial institution shall be subject to the consent of the Administrative Agent
(which consent shall not be unreasonably withheld or delayed).


 


(b)  Any additional
bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Revolving Commitments,
and that elects to become a party to this Agreement and provide a Revolving Commitment, shall execute a New Bank Supplement with the
Borrowers and the Administrative Agent, substantially in the form of Exhibit K (a “New Bank Supplement”), whereupon
such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if
originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule I shall be deemed to be
amended to add the name and Revolving Commitment of such New Bank, provided that the Revolving Commitment of any such New Bank
shall be in a principal amount not less than $10,000,000.


 


(c)  Any Bank
that accepts an offer to it by the Borrowers to increase its Revolving Commitment pursuant to this subsection 2.10 shall, in each case,
execute a Revolving Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit L
(a “Revolving Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall
be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased,
and Schedule I shall be deemed to be amended to so increase the Revolving Commitment of such Bank.


 






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(d)  The effectiveness
of any New Bank Supplement or Revolving Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of
such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably
request with respect thereto.


 


(e)  (i)   Except
as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a
New Bank pursuant to subsection 2.10(b) or any Bank’s Revolving Commitment is increased pursuant to subsection 2.10(c), additional
Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made
in accordance with the pro rata provisions of subsection 8.3 based on the Revolving Commitment Percentages (or relevant Foreign
Currency Revolving Commitment Percentages, as the case may be) in effect on and after such Re-Allocation Date (except to the extent that
any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of
its Revolving Commitment (or relevant Foreign Currency Revolving Commitment Percentages, as the case may be), in which case such excess
amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro
rata provisions of subsection 8.3 based on, their respective Revolving Commitments (or relevant Foreign Currency Revolving Commitments,
as the case may be)). On each Re-Allocation Date, the Administrative Agent shall deliver a notice to each Bank of the adjusted Revolving
Commitment Percentages after giving effect to any increase in the Revolving Commitments made pursuant to this subsection 2.10 on such
Re-Allocation Date.


 


(ii)  In the event
that on any such Re-Allocation Date there is an unpaid principal amount of Committed Rate ABR Loans and/or Committed Rate RFR Loans,
the applicable Borrower shall make prepayments thereof and one or more Borrowers shall make borrowings of Committed Rate ABR Loans, Committed
Rate RFR Loans and/or Committed Rate Term Benchmark Loans, as the applicable Borrower shall determine, so that, after giving effect thereto,
the Committed Rate ABR Loans, Committed Rate RFR Loans and Committed Rate Term Benchmark Loans outstanding are held as nearly as may
be in accordance with the pro rata provisions of subsection 8.3 based on such new Revolving Commitment Percentage.


 


(iii)  In the
event that on any such Re-Allocation Date there is an unpaid principal amount of Committed Rate Term Benchmark Loans, such Committed
Rate Term Benchmark Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest
Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement),
and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and the applicable Borrowers
shall make borrowings of Committed Rate ABR Loans, Committed Rate RFR Loans and/or Committed Rate Term Benchmark Loans so that, after
giving effect thereto, the Committed Rate ABR Loans, Committed Rate RFR Loans and Committed Rate Term Benchmark Loans outstanding are
held by all of the Banks as nearly as may be in accordance with the pro rata provisions of subsection 8.3 based on such new Revolving
Commitment Percentage.


 






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(iv)  In the event
that on any such Re-Allocation Date there is any outstanding L/C Exposure, the interests of each L/C Participant shall be adjusted in
accordance with the pro rata provisions of subsection 8.3 based on the Revolving Commitment Percentages (or relevant Foreign Currency
Revolving Commitment Percentages, as the case may be) in effect on and after such Re-Allocation Date.


 


(f)  Notwithstanding
anything to the contrary in this subsection 2.10, no Bank shall have any obligation to increase its Revolving Commitment unless it agrees
to do so in its sole discretion.


 


2.11
Refunding of Committed Rate Loans Denominated in Available Foreign Currencies. (a)  Notwithstanding noncompliance
with the conditions precedent set forth in subsection 10.2, if any Committed Rate Loans denominated in any Available Foreign Currency
(any such Loans, “Specified Loans”) are outstanding on (i) any date on which an Event of Default pursuant to
subsection 13(g) shall have occurred with respect to the Company or (ii) any Acceleration Date, then, at 10:00 A.M., New York
City time, on the second Business Day immediately succeeding (x) the date on which such Event of Default occurred (in the case of
clause (i) above) or (y) such Acceleration Date (in the case of clause (ii) above), the Administrative Agent shall be
deemed to have received a notice from the Company pursuant to subsection 2.2 requesting that Committed Rate ABR Loans be made pursuant
to subsection 2.1 on such second Business Day in an aggregate amount equal to the Dollar Equivalent Amount of the aggregate amount of
all Specified Loans, and the procedures set forth in subsection 2.2 shall be followed in making such Committed Rate ABR Loans. The proceeds
of such Committed Rate ABR Loans shall be applied to repay such Specified Loans.


 


(b)  If, for
any reason, Committed Rate ABR Loans may not be made pursuant to paragraph (a) of this subsection 2.11 to repay Specified Loans
as required by such paragraph, effective on the date such Committed Rate ABR Loans would otherwise have been made, (i) the principal
amount of each relevant Specified Loan shall be converted into Dollars (calculated on the basis of the Exchange Rate as of the immediately
preceding Business Day) (“Converted Specified Loans”) and (ii) each Bank severally, unconditionally and irrevocably
agrees that it shall purchase in Dollars a participating interest in such Converted Specified Loans in an amount equal to the amount
of Committed Rate ABR Loans which would otherwise have been made by such Bank pursuant to paragraph (a) of this subsection 2.11.
Each Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and
the proceeds of such participation shall be distributed by the Administrative Agent to each Bank having such Specified Loans in such
amount as will reduce the amount of the participating interest retained by such Bank in the Converted Specified Loans to the amount of
the Committed Rate ABR Loans which would otherwise have been made by it pursuant to paragraph (a) of this subsection 2.11. All Converted
Specified Loans shall bear interest at the rate which would otherwise be applicable to Committed Rate ABR Loans. Each Bank shall share
on a pro rata basis (calculated by reference to its participating interest in such Converted Specified Loans) in any interest
which accrues thereon and in all repayments thereof.


 






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(c)  If, for
any reason, Committed Rate ABR Loans may not be made pursuant to paragraph (a) of this subsection 2.11 to repay Specified Loans
as required by such paragraph and the principal amount of any Specified Loans may not be converted into Dollars in the manner contemplated
by paragraph (b) of this subsection 2.11, (i) the Administrative Agent shall determine the Dollar Equivalent Amount of such
Specified Loans (calculated on the basis of the Exchange Rate determined as of the Business Day immediately preceding the date on which
Committed Rate ABR Loans would otherwise have been made pursuant to said paragraph (a)) and (ii) effective on the date on which
Committed Rate ABR Loans would otherwise have been made pursuant to said paragraph (a), each Bank severally, unconditionally and irrevocably
agrees that it shall purchase in Dollars a participating interest in such Specified Loans in an amount equal to the amount of Committed
Rate ABR Loans which would otherwise have been made by such Bank pursuant to paragraph (a) of this subsection 2.11. Each Bank will
immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of
such participation shall be distributed by the Administrative Agent to each relevant Bank having Specified Loans in such amount as will
reduce the Dollar Equivalent Amount as of such date of the amount of the participating interest retained by such Bank in such Specified
Loans to the amount of the Committed Rate ABR Loans which were to have been made by it pursuant to paragraph (a) of this subsection
2.11. Each Bank shall share on a pro rata basis (calculated by reference to its participating interest in such Specified Loans)
in any interest which accrues thereon, in all repayments of principal thereof and in the benefits of any collateral furnished in respect
thereof and the proceeds of such collateral.


 


(d)  If any
amount required to be paid by any Bank to any other Bank pursuant to this subsection 2.11 in respect of any Specified Loan is not paid
to such Bank on the date such payment is due from such Bank, such obligor Bank shall pay to such obligee Bank on demand an amount equal
to the product of (i) such amount, times (ii) the daily average Federal funds rate, as quoted to such obligee Bank during the
period from and including the date such payment is required to the date on which such payment is immediately available to such obligee
Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of
which is 360. A certificate of an obligee Bank submitted to any obligor Bank through the Administrative Agent with respect to any amounts
owing under this subsection (d) shall be conclusive in the absence of manifest error.


 


2.12
Certain Borrowings of Committed Rate Loans and Refunding of Loans. (a)  If on any Borrowing Date on which a Specified
Borrower has requested the Banks (the “Specified Foreign Currency Banks”) to make Committed Rate Loans denominated
in an Available Foreign Currency (the “Requested Specified Loans”) (i) the principal amount of the Requested
Specified Loans to be made by any Specified Foreign Currency Bank exceeds the unused amount of the Revolving Commitment of such
Specified Foreign Currency Bank in the requested Available Foreign Currency (before giving effect to the making and payment of any Loans
required to be made pursuant to this subsection 2.12 on such Borrowing Date), (ii) the principal amount of such Requested Specified
Loan, when added to the outstanding principal amount of all other Committed Rate Loans of such Specified Foreign Currency Banks denominated
in the Available Foreign Currency in which the Requested Specified Loans are to be made, does not exceed the aggregate amount of such
Specified Foreign Currency Banks’ Foreign Currency Revolving Commitments in such requested Available Foreign Currency and (iii) the
Dollar Equivalent of the amount of the excess described in the foregoing clause (i) is less than or equal to the aggregate unused
amount of the Revolving Commitments of all Banks other than such Specified Foreign Currency Banks (before giving effect to the making
and payment of any Loans pursuant to this subsection 2.12 on such Borrowing Date), each Bank other than such Specified Foreign Currency
Banks shall make a Committed Rate Loan denominated in Dollars to the Company (or any Specified Borrower identified by the Company) on
such Borrowing Date, and the proceeds of such Committed Rate Loans shall be simultaneously applied to repay outstanding Committed Rate
Loans denominated in Dollars of such Specified Foreign Currency Banks in each case in amounts such that, after giving effect to (1) such
borrowings and repayments and (2) the borrowing from such Specified Foreign Currency Banks of the Requested Specified Loans, the
excess described in the foregoing clause (i) will be eliminated. To effect such borrowings and repayments, (x) not later than
12:00 Noon, New York City time, on such Borrowing Date, the proceeds of such Committed Rate Loans denominated in Dollars shall be made
available by each Bank other than such Specified Foreign Currency Banks to the Administrative Agent at its office specified in subsection
15.2 in Dollars and in immediately available funds and the Administrative Agent shall apply the proceeds of such Committed Rate Loans
denominated in Dollars toward repayment of outstanding Committed Rate Loans denominated in Dollars of such Specified Foreign Currency
Banks (as directed by the Company) and (y) concurrently with the repayment of such Loans on such Borrowing Date, (I) such Specified
Foreign Currency Banks shall, in accordance with the applicable provisions hereof, make the Requested Specified Loans in an aggregate
amount equal to the amount so requested by the relevant Specified Borrower and (II) the relevant Borrower shall pay to the Administrative
Agent for the account of the Specified Foreign Currency Banks whose Loans to such Borrower are repaid on such Borrowing Date pursuant
to this subsection 2.12 all interest accrued on the amounts repaid to the date of repayment, together with any amounts payable pursuant
to subsection 8.8 in connection with such repayment, provided that the Administrative Agent shall have provided notice to the
Company prior to the making of such Requested Specified Loans that the making thereof would obligate the Company to pay amounts pursuant
to subsection 8.8.


 






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(b)  If any
borrowing of Committed Rate Loans is required pursuant to this subsection 2.12, the Company shall notify the Administrative Agent in
the manner provided for Committed Rate Loans in subsection 2.2, except that the minimum borrowing amounts and threshold multiples in
excess thereof applicable to Committed Rate ABR Loans set forth in subsection 2.2 shall not be applicable to the extent that such minimum
borrowing amounts exceed the amounts of Committed Rate Loans required to be made pursuant to this subsection 2.12.


 


2.13
Extension of Termination Date. (a)  The Company may, by written notice to the Administrative Agent in the form of
Exhibit J-1 (the “Extension Request”) given no earlier than 60 days prior to the upcoming anniversary of the
Closing Date but no later than 45 days prior to such anniversary of the Closing Date, request that the then applicable Termination Date
be extended to the date that is one calendar year after the then applicable Termination Date. Such extension shall be effective with
respect to each Bank that, by a written notice in the form of Exhibit J-2 (a “Continuation Notice”) to the Administrative
Agent given no later than 20 days prior to the then applicable anniversary of the Closing Date, consents, in its sole discretion, to
such extension (each Bank giving a Continuation Notice being referred to herein as a “Continuing Bank” and each Bank
other than a Continuing Bank being referred to herein as a “Non-Extending Bank”), provided that (i) such
extension shall be effective only if the aggregate Revolving Commitments of the Continuing Banks constitute at least a majority of the
Total Revolving Commitments on the date of the Extension Request, (ii) any Bank that fails to submit a Continuation Notice at least
20 days prior to the then applicable anniversary of the Closing Date shall be deemed not to have consented to such extension and shall
constitute a Non-Extending Bank and (iii) the Company may give no more than two Extension Requests during the term of this Agreement.
No Bank shall have any obligation to consent to any extension of the Termination Date. The Administrative Agent shall notify each Bank
of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Company and the Banks
no later than 15 days prior to the then applicable anniversary of the Closing Date which Banks are Continuing Banks and which Banks are
Non-Extending Banks, and whether the Administrative Agent has received Continuation Notices from Banks holding Revolving Commitments
aggregating at least a majority of the Total Revolving Commitments on the date of the Extension Request.


 


(b)  The Commitments
of each Non-Extending Bank shall terminate at the close of business on the Termination Date in effect prior to the delivery of such Extension
Request without giving any effect to such proposed extension. On such Termination Date, the Company shall pay to the Administrative Agent,
for the account of each Non-Extending Bank, an amount equal to such Non-Extending Bank’s Loans, together with accrued but unpaid
interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Bank. If, however, on or before the applicable
Termination Date in effect immediately prior to the effectiveness of the Extension Request pursuant to this subsection 2.13, the Company
obtains a Replacement Bank pursuant to subsection 15.1(e) for any such Non-Extending Bank and such Replacement Bank agrees to the
extension of the Termination Date pursuant to this subsection 2.13, then such Replacement Bank shall for all purposes of this subsection
2.13 and this Agreement be deemed to be a Continuing Bank, and the Loans of such Bank shall not be due and payable pursuant to this subsection
2.13(b).


 






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SECTION 3. THE COMPETITIVE ADVANCE LOANS


 


3.1
Competitive Advance Loans. (a)  Subject to the terms and conditions hereof, any Specified Borrower may, from time
to time during the Commitment Period, request the Banks to offer bids, and any Bank may, in its sole discretion, offer such bids, to
make competitive advance loans (“Competitive Advance Loans”) to such Specified Borrower on the terms and conditions
set forth in such bids. Each Competitive Advance Loan shall bear interest at the rates, be payable on the dates, and shall mature on
the date, agreed between such Specified Borrower and Bank at the time such Competitive Advance Loan is made; provided, that (i) each
Competitive Advance Loan shall mature not earlier than 1 day and not later than 180 days, after the date such Competitive Advance Loan
is made and (ii) no Competitive Advance Loan shall mature after the Termination Date. During the Commitment Period, the Specified
Borrowers may accept bids from Banks from time to time for Competitive Advance Loans, and borrow and repay Competitive Advance Loans,
all in accordance with the terms and conditions hereof; provided, that no Competitive Advance Loan shall be made if, after giving
effect to the making of such Loan and the simultaneous application of the proceeds thereof, (i) the aggregate amount of the Exposure
of all the Banks would exceed the aggregate amount of the Revolving Commitments, or (ii) the aggregate amount of the Foreign Currency
Exposure in respect of any Available Foreign Currency would exceed the Foreign Currency Exposure Sublimit for such Currency. Subject
to the foregoing, any Bank may, in its sole discretion, make Competitive Advance Loans in an aggregate outstanding amount exceeding the
amount of such Bank’s Revolving Commitment.


 


(b)  The Competitive
Advance Loans may be made in Dollars or any Available Foreign Currency, as agreed between the Specified Borrower and Bank in respect
thereof at the time such Competitive Advance Loan is made.


 


3.2
Procedure for Competitive Advance Loan Borrowing. (a)  Any Specified Borrower may request Competitive Advance Loans
by delivering a Competitive Advance Loan Request. The Administrative Agent shall notify each Bank promptly by facsimile transmission
of the contents of each Competitive Advance Loan Request received by the Administrative Agent. Each Bank may elect, in its sole discretion,
to offer irrevocably to make one or more Competitive Advance Loans to the Specified Borrower by delivering a Competitive Advance Loan
Offer to the Administrative Agent.


 


(b)  Before
the acceptance time set forth in the applicable Competitive Advance Loan Request, the Specified Borrower, in its absolute discretion,
shall:


 


(i)  cancel such
Competitive Advance Loan Request by giving the Administrative Agent telephone notice to that effect, or


 


(ii)  by giving
telephone notice to the Administrative Agent immediately confirmed in writing or by facsimile transmission, subject to the provisions
of subsection 3.2(c), accept one or more of the offers made by any Bank or Banks pursuant to subsection 3.2(a) of the amount of
Competitive Advance Loans for each relevant maturity date and reject any remaining offers made by Banks pursuant to subsection 3.2(a).


 


(c)  The Specified
Borrower’s acceptance of Competitive Advance Loans in response to any Competitive Advance Loan Request shall be subject to the
following limitations:


 






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(i)  The amount
of Competitive Advance Loans accepted for each maturity date specified by any Bank in its Competitive Advance Loan Offer shall not exceed
the maximum amount for such maturity date specified in such Competitive Advance Loan Offer;


 


(ii)  the aggregate
amount of Competitive Advance Loans accepted for all maturity dates specified by any Bank in its Competitive Advance Loan Offer shall
not exceed the aggregate maximum amount specified in such Competitive Advance Loan Offer for all such maturity dates;


 


(iii)  the Specified
Borrower may not accept offers for Competitive Advance Loans for any maturity date in an aggregate principal amount in excess of the
maximum principal amount requested in the related Competitive Advance Loan Request; and


 


(iv)  if the Specified
Borrower accepts any of such offers, it must accept offers based solely upon pricing for such relevant maturity date and upon no other
criteria whatsoever and if two or more Banks submit offers for any maturity date at identical pricing and the Specified Borrower accepts
any of such offers but does not wish to (or by reason of the limitations set forth in subsection 3.2(c)(iii) cannot) borrow the
total amount offered by such Banks with such identical pricing, the Administrative Agent shall allocate offers from all of such Banks
in amounts among them pro rata according to the amounts offered by such Banks (or as nearly pro rata as shall be practicable).


 


(d)  If the
Specified Borrower notifies the Administrative Agent that a Competitive Advance Loan Request is cancelled, the Administrative Agent shall
give prompt telephone notice thereof to the Banks.


 


(e)  If the
Specified Borrower accepts one or more of the offers made by any Bank or Banks, the Administrative Agent promptly shall notify each Bank
which has made such a Competitive Advance Loan Offer of (i) the aggregate amount of such Competitive Advance Loans to be made for
each maturity date and (ii) the acceptance or rejection of any offers to make such Competitive Advance Loans made by such Bank.
Before the Funding Time for the applicable Currency, each Bank whose Competitive Advance Loan Offer has been accepted shall make available
to the Administrative Agent for the account of the Specified Borrower at the Funding Office for the applicable Currency the amount of
Competitive Advance Loans in the applicable Currency to be made by such Bank, in immediately available funds.


 


3.3
Repayment of Competitive Advance Loans; Evidence of Debt. (a)  Each Specified Borrower that borrows any Competitive
Advance Loan hereby unconditionally promises to pay to the Bank that made such Competitive Advance Loan on the maturity date, as agreed
by such Specified Borrower and Bank (or such earlier date on which all the Loans become due and payable pursuant to Section 13),
the then unpaid principal amount of such Competitive Advance Loan. Each Specified Borrower hereby further agrees to pay interest on the
unpaid principal amount of the Competitive Advance Loans made by any Bank to such Specified Borrower from time to time outstanding from
the date thereof until payment in full thereof at the rate per annum, and on the dates, agreed by such Specified Borrower and Bank at
the time such Competitive Advance Loan is made. All payments in respect of Competitive Advance Loans shall be made by such Specified
Borrower to the Administrative Agent for the account of the Bank that makes such Competitive Advance Loan to the Payment Office and by
the Payment Time for the applicable Currency.


 






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(b)  Each Bank
shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified Borrower to such
Bank resulting from each Competitive Advance Loan of such Bank from time to time, including the amounts of principal and interest payable
and paid to such Bank from time to time in respect of Competitive Advance Loans. The entries made in the accounts of each Bank maintained
pursuant to this subsection 3.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence
and amounts of the obligations of each Specified Borrower therein recorded, absent manifest error; provided, however, that
the failure of any Bank to maintain any such account, or any error therein, shall not in any manner affect the obligation of each Specified
Borrower to repay (with applicable interest) the Competitive Advance Loans made to such Specified Borrower by such Bank in accordance
with the terms of this Agreement. In the event of any conflict between the records maintained by any Bank and the records maintained
by the Administrative Agent in such matters, the records of the Administrative Agent shall control in the absence of manifest error.


 


SECTION 4. THE SWING LINE LOANS


 


4.1
Swing Line Loans. Subject to the terms and conditions hereof, each Swing Line Bank severally agrees to make swing line
loans (“Swing Line Loans”) to any Specified Borrower from time to time during the Commitment Period in Dollars; provided,
that no Swing Line Loan shall be made if, after giving effect to the making of such Loan and the simultaneous application of the proceeds
thereof, (i) the aggregate amount of the Exposure of all the Banks would exceed the aggregate amount of the Revolving Commitments,
(ii) the aggregate amount of the Swing Line Loans made by a Swing Line Bank would exceed the Swing Line Commitment of such Swing
Line Bank, (iii) the aggregate amount of the Exposure of a Swing Line Bank would exceed the Revolving Commitment of such Bank, (iv) the
aggregate amount of all outstanding Swing Line Loans of such Specified Borrower would exceed the Swing Line Limit for such Specified
Borrower or (v) the aggregate amount of all outstanding Swing Line Loans would exceed the Swing Line Limit. During the Commitment
Period, the Specified Borrowers may borrow and prepay the Swing Line Loans in whole or in part, all in accordance with the terms and
conditions hereof.


 


4.2
Procedure for Swing Line Borrowing. (a)  Any Specified Borrower may request any Swing Line Bank to make Swing Line
Loans during the Commitment Period on any Business Day by giving to such Swing Line Bank a Notice of Swing Line Borrowing no later than
1:00 p.m., New York City time, on the applicable Borrowing Date, or such later time as may be agreed by such Swing Line Bank, acting
in its sole discretion, in respect of such Swing Line Loan. Each borrowing of Swing Line Loans shall be in an amount equal to (a) in
the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then aggregate undrawn amount of the
Swing Line Commitments is less than $1,000,000, such lesser amount) and (b) in the case of Term Benchmark Loans $1,000,000 or increments
of $500,000 thereafter; provided, that any borrowing of Swing Line Loans may be in an aggregate amount that is equal to the entire
unused balance of the Total Swing Line Commitments. Subject to the terms and conditions hereof, on the Borrowing Date of each Swing Line
Loan, the relevant Swing Line Bank shall make the proceeds thereof available to the relevant Specified Borrower in immediately available
funds in Dollars by the Funding Time in accordance with the wire instructions for remittance specified by the Specified Borrower in the
Notice of Swing Line Borrowing.


 


(b)  Upon the
making of any Swing Line Loan, any payment of principal or interest with respect to a Swing Line Loan and on the last Business Day of
each month on which a Swing Line Bank has any outstanding Swing Line Loans, such Bank shall deliver to the Administrative Agent a Notice
of Swing Line Outstandings.


 






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4.3
Repayment of Swing Line Loans; Evidence of Debt. (a)  With respect to each Swing Line Loan, each Specified Borrower
hereby unconditionally promises to pay to the applicable Swing Line Bank on the earlier of (i) the Termination Date, (ii) the
date which is 30 days after the making of such Swing Line Loan, (iii) the date on which such Swing Line Loans become due and payable
pursuant to subsection 4.4 and (iv) the date on which all the Loans become due and payable pursuant to Section 13, the then
unpaid principal amount of such Swing Line Loan made to such Specified Borrower. Each Specified Borrower hereby further agrees to pay
the applicable Swing Line Bank interest on the unpaid principal amount of the Swing Line Loans made to such Specified Borrower from time
to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in subsection
8.14.


 


(b)  Each Swing
Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified Borrower
to such Swing Line Bank resulting from each Swing Line Loan of such Bank from time to time, including the amounts of principal and interest
payable and paid to such Swing Line Bank from time to time under this Agreement.


 


(c)  The Administrative
Agent shall maintain the Register pursuant to subsection 15.6(b), and a subaccount therein for each Swing Line Bank, in which shall be
recorded (i) the amount of each Swing Line Loan made hereunder and each Interest Period (if any) applicable thereto and (ii) the
amount of any principal or interest due and payable or to become due and payable from each Specified Borrower to each Swing Line Bank
under Swing Line Loans.


 


(d)  The entries
made in the Register and the accounts of each Swing Line Bank maintained pursuant to subsection 4.3(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified Borrower therein
recorded absent manifest error; provided, however, that the failure of any Swing Line Bank or the Administrative Agent
to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Specified Borrower
to repay (with applicable interest) the Swing Line Loans made to such Specified Borrower by such Swing Line Bank in accordance with the
terms of this Agreement. In the event of any conflict between the records maintained by any Swing Line Bank and the records maintained
by the Administrative Agent in such matters, the records of the Administrative Agent shall control in the absence of manifest error.


 


4.4
Allocating Swing Line Loans; Swing Line Loan Participations. (a)  If any Event of Default shall occur and be continuing,
any Swing Line Bank may, in its sole and absolute discretion, direct that the Swing Line Loans owing to it be refunded, by delivering
a Notice of Swing Line Refunding. Upon receipt of a Notice of Swing Line Refunding, the Administrative Agent shall promptly give notice
of the contents thereof to the Banks and, unless an Event of Default described in subsection 13(g) in respect of the Company or
the relevant Specified Borrower has occurred, to the Company and the relevant Specified Borrower. Each such Notice of Swing Line Refunding
shall be deemed to constitute delivery by such Specified Borrower of a Notice of Borrowing of Committed Rate Term Benchmark Loans in
Dollars in the amount of the Swing Line Loans to which it relates, for an Interest Period of one month’s duration. Subject to the
terms and conditions hereof, each Bank (including each Swing Line Bank in its capacity as a Bank having a Revolving Commitment) hereby
agrees to make a Committed Rate Loan to such Specified Borrower pursuant to Section 2 in Dollars in an amount equal to such Bank’s
Revolving Borrowing Percentage of the aggregate amount of the Swing Line Loans to which such Notice of Swing Line Refunding relates.
Unless any of the events described in subsection 13(g) in respect of the Company or such Specified Borrower shall have occurred
(in which case the procedures of subsection 4.4(b) shall apply), each Bank shall make the amount of such Committed Rate Loan available
to the Administrative Agent at the Funding Office, at or prior to the Funding Time, in Dollars in funds immediately available to the
Administrative Agent. The proceeds of such Committed Rate Loans shall be immediately made available to such Swing Line Bank by the Administrative
Agent and applied by such Swing Line Bank to repay the Swing Line Loans to which such Notice of Swing Line Refunding related.


 






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(b)  If prior
to the time a Committed Rate Loan would otherwise have been made pursuant to subsection 4.4(a), one of the events described in subsection
13(g) shall have occurred in respect of the Company or the relevant Specified Borrower, each Bank (other than the relevant Swing
Line Bank) shall, on the date such Committed Rate Loan would have been made pursuant to the Notice of Swing Line Refunding referred to
in subsection 4.4(a) (the “Refunding Date”), purchase an undivided participating interest in the outstanding
Swing Line Loans to which such Notice of Swing Line Refunding related, in an amount equal to (i) such Bank’s Revolving Commitment
Percentage times (ii) the aggregate principal amount of such Swing Line Loans then outstanding which would otherwise have
been repaid with Committed Rate Loans (the “Swing Line Participation Amount”). On the Refunding Date, (x) each
Bank shall transfer to such Swing Line Bank, in immediately available funds, such Bank’s Swing Line Participation Amount, and upon
receipt thereof such Swing Line Bank shall, if requested by any Bank, deliver to such Bank a participation certificate dated the date
of such Swing Line Bank’s receipt of such funds and evidencing such Bank’s ownership of its Swing Line Participation Amount
and (y) the interest rate on the applicable Swing Line Loan will automatically be converted to the applicable Eurocurrency Rate
with an Interest Period of one month plus the Applicable Margin for Committed Rate Loans. If any amount required to be paid by any Bank
to any Swing Line Bank pursuant to this subsection 4.4 in respect of any Swing Line Participation Amount is not paid to such Swing Line
Bank on the date such payment is due from such Bank, such Bank shall pay to such Swing Line Bank on demand an amount equal to the product
of (i) such amount, times (ii) the daily average Federal funds rate, as quoted by such Swing Line Bank, during the period from
and including the date such payment is required to the date on which such payment is immediately available to the Swing Line Bank, times
(iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.
A certificate of a Swing Line Bank submitted to any Bank with respect to any amounts owing under this subsection shall be conclusive
in the absence of manifest error.


 


(c)  Whenever,
at any time after the Administrative Agent or any Swing Line Bank has received from any Bank such Bank’s Swing Line Participation
Amount, the Administrative Agent or such Swing Line Bank receives any payment on account of the related Swing Line Loans, the Administrative
Agent or such Swing Line Bank will distribute to such Bank its Revolving Commitment Percentage of such payment on account of its Swing
Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such
Bank’s participating interest was outstanding and funded); provided, however, that in the event that such payment
received by the Administrative Agent or such Swing Line Bank is required to be returned, such Bank will return to the Administrative
Agent or such Swing Line Bank any portion thereof previously distributed to it by the Administrative Agent or such Swing Line Bank, as
applicable.


 


(d)  Each Bank’s
obligation to make Committed Rate Loans pursuant to subsection 4.4(a) and to purchase participating interests pursuant to subsection
4.4(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any
set-off, counterclaim, recoupment, defense or other right which such Bank may have against any other Bank or any Specified Borrower,
or any Specified Borrower may have against any Bank or any other Person, as the case may be, for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise)
of the Company or any of its Subsidiaries; (iv) any breach of this Agreement by any party hereto; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


 






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4.5
Replacement of Swing Line Banks. (a)  Any Swing Line Bank may be replaced at any time by written agreement among the
Company, the Administrative Agent, the replaced Swing Line Bank and the successor Swing Line Bank. The Administrative Agent shall notify
the Banks of any such replacement of a Swing Line Bank. At the time any such replacement shall become effective, the Company shall pay
all unpaid interest accrued for the account of the replaced Swing Line Bank. From and after the effective date of any such replacement,
(x) the successor Swing Line Bank shall have all the rights and obligations of the replaced Swing Line Bank under this Agreement
with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Bank” shall be deemed
to refer to such successor or to any previous Swing Line Bank, or to such successor and all previous Swing Line Banks, as the context
shall require. After the replacement of a Swing Line Bank hereunder, the replaced Swing Line Bank shall remain a party hereto and shall
continue to have all the rights and obligations of a Swing Line Bank under this Agreement with respect to Swing Line Loans made by it
prior to its replacement, but shall not be required to make additional Swing Line Loans.


 


(b)  Subject
to the appointment and acceptance of a successor Swing Line Bank, any Swing Line Bank may resign as a Swing Line Bank at any time upon
thirty days’ prior written notice to the Administrative Agent, the Company and the Banks, in which case, such Swing Line Bank shall
be replaced in accordance with subsection 4.5(a) above.


 


SECTION 5. THE LETTERS OF CREDIT


 


5.1
L/C Commitment. (a)  For the avoidance of doubt, Letters of Credit outstanding immediately prior to the Closing Date
shall be Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Bank agrees to issue letters of credit
for the account of any Specified Borrower on any Business Day during the Commitment Period in such form as shall be reasonably acceptable
to such Issuing Bank; provided, that no Letter of Credit shall be issued if, after giving effect thereto (i) the aggregate
amount of the Exposure of all the Banks would exceed the aggregate amount of the Revolving Commitments, (ii) the aggregate amount
of L/C Obligations of an Issuing Bank would exceed the L/C Commitment of such Issuing Bank, (iii) the aggregate amount of the Exposure
of an Issuing Bank would exceed the Revolving Commitment of such Bank, (iv) the aggregate amount of the Foreign Currency Exposure
in respect of any Available Foreign Currency would exceed the Foreign Currency Exposure Sublimit for such Currency or (iv) the aggregate
amount of the L/C Obligations would exceed the Dollar Equivalent Amount of $200,000,000.


 


(b)  Each Letter
of Credit shall:


 


(i)  be denominated
in Dollars or an Available Foreign Currency and shall be either (A) a standby letter of credit issued to support obligations of
a Specified Borrower, contingent or otherwise, to provide credit support for workers’ compensation, other insurance programs and
other lawful corporate purposes (a “Standby Letter of Credit”) or (B) a commercial letter of credit issued in
respect of the purchase of goods and services in the ordinary course of business of the Company and its Subsidiaries (a “Commercial
Letter of Credit”; together with the Standby Letters of Credit, the “Letters of Credit”) and,


 






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(ii)  expire no
later than the earlier of 365 days after its date of issuance and five Business Days prior to the Termination Date although any such
Letter of Credit may be automatically extended for periods of one year from the current or any future expiration date of the Letter of
Credit (unless the Issuing Bank elects not to extend such Letter of Credit) and the extended maturity date is not beyond five Business
Days prior to the Termination Date (it being understood that if the Termination Date is extended pursuant to subsection 2.13, no Letter
of Credit shall expire after the Termination Date applicable to the Non-Extending Banks if, after giving effect to the issuance of such
Letter of Credit, the aggregate face amount of all Letters of Credit expiring after the Termination Date applicable to the Non-Extending
Banks would exceed the aggregate amount of the Commitments of the Continuing Banks).


 


(c)  Each Letter
of Credit shall be subject to the Uniform Customs or International Standby Practices (ISP98) or Uniform Customs & Practice for
Documentary Credits (UCP600), as the case may be, and, to the extent not inconsistent therewith, the laws of any State of the United
States or, if acceptable to the Required Banks and the relevant account party, the jurisdiction of the Issuing Office at which such Letter
of Credit is issued.


 


(d)  Notwithstanding
anything in the contrary in this Agreement, no Issuing Bank shall be under any obligation to issue, amend, renew or extend any Letter
of Credit if: (i) any order, judgment or decree of any governmental body or arbitrator shall by its terms purport to enjoin or restrain
such Issuing Bank from issuing, renewing, amending or extending such Letter of Credit, or any law, rule, regulation or treaty applicable
to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental body with jurisdiction
over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance, renewal, amendment or extension
of letters of credit generally or any Letter of Credit in particular or shall impose upon such Issuing Bank with respect to any Letter
of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in
effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on
the Closing Date and which such Issuing Bank in good faith deems material to it; (ii) the issuance, renewal, amendment or extension
of any Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) such
Issuing Bank does not as of the issuance date of the requested Letter of Credit issue, renew, amend or extend Letters of Credit in the
requested currency; or (iv) any Bank is at that time a Defaulting Bank, unless such Issuing Bank has entered into arrangements,
including the delivery of cash collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Bank to
eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to subsection 8.17) with respect to the
Defaulting Bank arising from either the Letter of Credit then proposed to be issued, renewed, amended or extended or that Letter of Credit
and all other L/C Exposure as to which such Issuing Bank has actual or potential Fronting Exposure (after giving effect to subsection
8.17) with respect to the Defaulting Bank, as it may elect in its sole discretion.


 


5.2
Procedure for Issuance of Letters of Credit under this Agreement. Any Specified Borrower may from time to time request
that an Issuing Bank issue a Letter of Credit by delivering to such Issuing Bank at its Issuing Office an Application therefor (with
a copy to the Administrative Agent), completed to the satisfaction of the Issuing Bank, and such other certificates, documents and other
papers and information as such Issuing Bank may reasonably request. Upon receipt by an Issuing Bank of any Application, and subject to
the terms and conditions hereof, such Issuing Bank will process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of
Credit requested thereby (but in no event shall any Issuing Bank be required to issue any Letter of Credit earlier than five Business
Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating
thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Bank
and such Specified Borrower. Such Issuing Bank shall advise the Administrative Agent of the terms of such Letter of Credit on the date
of issuance thereof and shall promptly thereafter furnish copies thereof and each amendment thereto to the Company, and through the Administrative
Agent, each Bank.


 






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5.3
Fees, Commissions and Other Charges. (a)     Each Specified Borrower for whose account a Letter
of Credit is issued hereunder shall pay to the Administrative Agent, for the account of the Banks (including the Issuing Bank) pro
rata according to their Revolving Commitment Percentages, a letter of credit commission with respect to each Letter of Credit, computed
at a rate equal to the then Applicable Margin for Committed Rate Term Benchmark Loans on the daily average undrawn face amount of such
Letter of Credit. Such commissions shall be payable in arrears on the last Business Day of each March, June, September and December to
occur after the date of issuance of each Letter of Credit and on the expiration date of such Letter of Credit and shall be nonrefundable.


 


(b)  In addition
to the foregoing fees and commissions, each Specified Borrower for whose account a Letter of Credit is issued hereunder shall (i) pay
or reimburse the Issuing Bank for such normal and customary costs and expenses as are incurred or charged by such Issuing Bank in issuing,
effecting payment under, amending or otherwise administering such Letter of Credit and (ii) pay the Issuing Bank such other fees
as shall be agreed by the Issuing Bank and such Specified Borrower.


 


(c)  The Administrative
Agent shall, promptly following its receipt thereof, distribute to the Issuing Bank and the Banks all fees and commissions received by
the Administrative Agent for their respective accounts pursuant to this subsection.


 


5.4
L/C Participations. (a)  Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant,
and, to induce the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from such Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s
own account and risk, an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such Issuing Bank’s
obligations and rights under each Letter of Credit issued by such Issuing Bank hereunder and the amount of each draft paid by such Issuing
Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any
Letter of Credit issued by such Issuing Bank for which the Specified Borrower which is the account party under such Letter of Credit
has not reimbursed such Issuing Bank to the full extent required by the terms of this Agreement, such L/C Participant shall pay to such
Issuing Bank upon demand at such Issuing Bank’s Issuing Office an amount equal to such L/C Participant’s Revolving Commitment
Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.


 


(b)  If any
amount required to be paid by any L/C Participant to any Issuing Bank pursuant to subsection 5.4(a) in respect of any unreimbursed
portion of any payment made by such Issuing Bank under any Letter of Credit is not paid to such Issuing Bank on the date such payment
is due from such L/C Participant, such L/C Participant shall pay to such Issuing Bank on demand an amount equal to the product of (i) such
amount, times (ii) (A) in the case of any such payment obligation denominated in Dollars, the daily average Federal funds rate,
as quoted by such Issuing Bank, or (B) in the case of any such payment obligation denominated in an Available Foreign Currency,
the rate customary in such Currency for settlement of similar inter-bank obligations, as quoted by such Issuing Bank, in each case during
the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing
Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of
which is 360. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection
shall be conclusive in the absence of manifest error.


 






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(c)  Whenever,
at any time after an Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata
share of such payment in accordance with subsection 5.4(a) the Issuing Bank receives any payment related to such Letter of Credit
(whether directly from the account party or otherwise, including by way of set-off or proceeds of collateral applied thereto by such
Issuing Bank), or any payment of interest on account thereof, such Issuing Bank will distribute to such L/C Participant its pro rata
share thereof; provided, however, that in the event that any such payment received by such Issuing Bank shall be required
to be returned by the Issuing Bank, such L/C Participant shall return to such Issuing Bank the portion thereof previously distributed
by such Issuing Bank to it.


 


5.5
Reimbursement Obligation of the Specified Borrowers. (a)  Each Specified Borrower for whose account a Letter of Credit
is issued hereunder agrees to reimburse the Issuing Bank in respect of such Letter of Credit on each date on which such Issuing Bank
notifies such Specified Borrower (with a copy to the Administrative Agent at its address in the Administrative Schedule for Notices of
Borrowing for the applicable Currency) of the date and amount of a draft presented under such Letter of Credit and paid by such Issuing
Bank for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other reasonable costs or expenses incurred
by such Issuing Bank in connection with such payment; provided if any Issuing Bank shall notify the Specified Borrower of a drawing
after 2:00 p.m. local time of such Issuing Bank’s Issuing Office on the date of any drawing under a Letter of Credit, the
Specified Borrower will not be required to reimburse such Issuing Bank until the next succeeding Business Day. Each such payment shall
be made to such Issuing Bank at its Issuing Office in the Currency in which payment of such draft was made and in immediately available
funds.


 


(b)  Interest
shall be payable on any and all amounts remaining unpaid by any Specified Borrower under this subsection from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which is (i) in the case of
such amounts payable in Dollars, 2% above the Alternate Base Rate from time to time and (ii) in the case of such amounts payable
in any other currency, 2% above the rate reasonably determined by the Issuing Bank as the cost of funding such overdue amount from time
to time on an overnight basis.


 


(c)  Each notice
of a drawing under any Letter of Credit denominated in Dollars shall constitute a request by the Specified Borrower for a borrowing pursuant
to subsection 2.2 of Committed Rate ABR Loans in the amount of such drawing plus any amounts payable pursuant to subsection 5.5(a)(ii) in
respect of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.


 


5.6
Obligations Absolute. (a)  The obligations of the Specified Borrowers under this Section 5 shall be absolute,
irrevocable and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which
any Specified Borrower may have or have had against the Issuing Bank or any beneficiary of a Letter of Credit.


 






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(b)  Each Specified
Borrower for whose account a Letter of Credit is issued hereunder also agrees with the Issuing Bank in respect of such Letter of Credit
that such Issuing Bank shall not be responsible for, and such Specified Borrower’s Reimbursement Obligations under subsection 5.5(a) shall
not be affected by, among other things, (i) the enforceability, validity or genuineness of documents or of any endorsements thereon,
even though such documents shall in fact prove to be unenforceable, invalid, fraudulent or forged, provided, that reliance upon
such documents by such Issuing Bank shall not have constituted gross negligence or willful misconduct of such Issuing Bank or (ii) any
dispute between or among such Specified Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or (iii) any claims whatsoever of any Specified Borrower against any beneficiary of such Letter of
Credit or any such transferee.


 


(c)  No Issuing
Bank shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Bank’s gross negligence
or willful misconduct.


 


(d)  Each Specified
Borrower for whose account a Letter of Credit is issued hereunder agrees that any action taken or omitted by any Issuing Bank under or
in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct,
shall be binding on such Specified Borrower and shall not result in any liability of such Issuing Bank to such Specified Borrower.


 


5.7
Letter of Credit Payments. If any draft shall be presented for payment to an Issuing Bank under any Letter of Credit, such
Issuing Bank shall promptly notify the account party of the date and amount thereof. The responsibility of the Issuing Bank to the account
party in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter
of Credit in connection with such presentment are in conformity with such Letter of Credit.


 


5.8
Application. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the
provisions of this Section 5, the provisions of this Section 5 shall apply.


 


5.9
Replacement of Issuing Banks. (a)  Any Issuing Bank may be replaced at any time by written agreement among the Company,
the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Banks of
any such replacement of any Issuing Bank. At the time any such replacement shall become effective, the Company shall pay all unpaid fees
accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement, (x) the successor
Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be
issued thereafter and (y) references herein to the term “Issuing Bank” shall be deemed to refer to and include such
successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights
and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.


 


(b)  Subject
to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty
days’ prior written notice to the Administrative Agent, the Company and the Banks, in which case, such Issuing Bank shall be replaced
in accordance with subsection 5.9(a) above.


 






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SECTION 6. LOCAL CURRENCY FACILITIES


 


6.1
Terms of Local Currency Facilities. (a)  Subject to the provisions of this Section 6, the Company may in its discretion
from time to time designate any Subsidiary of the Company organized under the laws of any jurisdiction outside the United States as a
 “Local Currency Borrower” and any Qualified Credit Facility to which such Local Currency Borrower and any one or more
Banks (or its affiliates, agencies or branches) is a party as a “Local Currency Facility”, with the consent of each
such Bank in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent) and the Banks (through
the Administrative Agent) executed by the Company, each such Local Currency Borrower and each such Bank, provided, that on the
effective date of such designation no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local
Currency Facility Addendum, the Company or the relevant Local Currency Borrower shall furnish to the Administrative Agent copies of all
documentation executed and delivered by any Local Currency Borrower in connection therewith, together with, if applicable, an English
translation thereof. Except as otherwise provided in this Section 6 or in the definition of “Qualified Credit Facility”
in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Local
Currency Borrower(s) and Local Currency Bank(s). The documentation governing each Local Currency Facility shall (i) contain
an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 6 and (ii) designate
a Local Currency Facility Agent for such Local Currency Facility. Each of the Company and, by agreeing to any Local Currency Facility
designation as contemplated hereby, each relevant Local Currency Bank (if any) party thereto, acknowledges and agrees that each reference
in this Agreement to any Bank shall, to the extent applicable, be deemed to be a reference to such Local Currency Bank. In the event of
any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall
prevail.


 


(b)  The documentation
governing each Local Currency Facility shall set forth (i) the maximum amount (expressed in Dollars) available to be borrowed from
all Local Currency Banks under such Local Currency Facility (as the same may be reduced from time to time, a “Local Currency
Facility Maximum Borrowing Amount”) and (ii) with respect to each Local Currency Bank party to such Local Currency Facility,
the maximum Dollar Equivalent Amount available to be borrowed from such Local Currency Bank thereunder (as the same may be reduced from
time to time, a “Local Currency Bank Maximum Borrowing Amount”).


 


(c)  Except as
otherwise required by applicable law, in no event shall the Local Currency Banks party to a Local Currency Facility have the right to
accelerate the Local Currency Loans outstanding thereunder, or to terminate their commitments (if any) to make such Local Currency Loans
prior to the earlier of the stated termination date in respect thereof or the Termination Date, except, in each case, in connection with
an acceleration of the Loans or a termination of the Commitments pursuant to Section 13 of this Agreement, provided, that
nothing in this paragraph (c) shall be deemed to require any Local Currency Bank to make a Local Currency Loan if the applicable
conditions precedent to the making of such Local Currency Loan set forth in the relevant Local Currency Facility have not been satisfied.
No Local Currency Loan may be made under a Local Currency Facility if (i) after giving effect thereto, the conditions precedent in
subsection 10.2 would not be satisfied or (ii) after giving effect to the making of such Local Currency Loan and the simultaneous
application of the proceeds thereof, (A) the aggregate amount of the Exposure of all the Banks would exceed the aggregate amount
of the Revolving Commitments, or (B) the amount of such Local Currency Bank’s Committed Exposure would exceed the amount of
such Local Currency Bank’s Revolving Commitment.


 






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(d)  The relevant
Local Currency Borrower shall furnish to the Administrative Agent copies of any amendment, supplement or other modification (including
any change in commitment amounts or in the Local Currency Banks participating in any Local Currency Facility) to the terms of any Local
Currency Facility promptly after the effectiveness thereof (together with, if applicable, an English translation thereof). If any such
amendment, supplement or other modification to a Local Currency Facility shall (i) add a Local Currency Bank as a Local Currency
Bank thereunder or (ii) change the Local Currency Facility Maximum Borrowing Amount or any Local Currency Bank Maximum Borrowing
Amount with respect thereto, the Company shall promptly furnish an appropriately revised Local Currency Facility Addendum, executed by
the Company, the relevant Local Currency Borrower and the affected Local Currency Banks (or any agent acting on their behalf), to the
Administrative Agent and the Banks (through the Administrative Agent).


 


(e)  The Company
may terminate its designation of a facility as a Local Currency Facility, with the consent of each Local Currency Bank party thereto in
its sole discretion, by written notice to the Administrative Agent, which notice shall be executed by the Company, the relevant Local
Currency Borrower and each Local Currency Bank party to such Local Currency Facility (or any agent acting on their behalf). Once notice
of such termination is received by the Administrative Agent, such Local Currency Facility and the loans and other obligations outstanding
thereunder shall immediately cease to be subject to the terms of this Agreement and shall cease to benefit from the Company Guarantee.


 


6.2
Reporting of Local Currency Outstandings. On the date of the making of any Local Currency Loan having a maturity of 30 or
more days to a Local Currency Borrower and on the last Business Day of each month on which a Local Currency Borrower has any outstanding
Local Currency Loans, the Local Currency Facility Agent for such Local Currency Borrower, shall deliver to the Administrative Agent a
Notice of Local Currency Outstandings. The Administrative Agent will, at the request of any Local Currency Facility Agent, advise such
Local Currency Facility Agent of the Exchange Rate used by the Administrative Agent in calculating the Dollar Equivalent Amount of Local
Currency Loans under the related Local Currency Facility on any date.


 






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6.3
Refunding of Local Currency Loans. (a)  Notwithstanding noncompliance with the conditions precedent set forth in subsection
10.2, if any Local Currency Loans are outstanding on (i) any date on which an Event of Default pursuant to subsection 13(g) shall
have occurred with respect to the Company, (ii) any Acceleration Date or (iii) any date on which an Event of Default pursuant
to subsection 13(a)(ii) shall have occurred and be continuing for three or more Business Days and, in the case of clause (iii) above,
any Local Currency Bank party to the affected Local Currency Facility shall have given notice thereof to the Administrative Agent requesting
that the Local Currency Loans (“Affected Local Currency Loans”) outstanding thereunder be refunded pursuant to this
subsection 6.3, then, at 10:00 A.M., New York City time, on the second Business Day immediately succeeding (x) the date on which
such Event of Default occurs (in the case of clause (i) above), (y) such Acceleration Date (in the case of clause (ii) above)
or (z) the date on which such notice is received by the Administrative Agent (in the case of clause (iii) above), the Administrative
Agent shall be deemed to have received a notice from the Company pursuant to subsection 2.2 requesting that Committed Rate ABR Loans be
made pursuant to subsection 2.1 on such second Business Day in an aggregate amount equal to the Dollar Equivalent Amount of the aggregate
amount of all Local Currency Loans (in the case of clause (i) or (ii) above) or the Affected Local Currency Loans (in the case
of clause (iii) above), and the procedures set forth in subsection 2.2 shall be followed in making such Committed Rate ABR Loans.
The proceeds of such Committed Rate ABR Loans shall be applied to repay such Local Currency Loans.


 


(b)  If, for
any reason, Committed Rate ABR Loans may not be made pursuant to paragraph (a) of this subsection 6.3 to repay Local Currency
Loans as required by such paragraph, effective on the date such Committed Rate ABR Loans would otherwise have been made, (i) the
principal amount of each relevant Local Currency Loan shall be converted into Dollars (calculated on the basis of the Exchange Rate as
of the immediately preceding Business Day) (“Converted Local Currency Loans”) and (ii) each Bank severally, unconditionally
and irrevocably agrees that it shall purchase in Dollars a participating interest in such Converted Local Currency Loans in an amount
equal to the amount of Committed Rate ABR Loans which would otherwise have been made by such Bank pursuant to paragraph (a) of this
subsection 6.3 unless such purchase would cause the Exposure of such Bank to exceed the Revolving Commitment of such Bank. Each Bank will
immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of
such participation shall be distributed by the Administrative Agent to each relevant Local Currency Bank in such amount as will reduce
the amount of the participating interest retained by such Local Currency Bank in the Converted Local Currency Loans to the amount of the
Committed Rate ABR Loans which would otherwise have been made by it pursuant to paragraph (a) of this subsection 6.3. All Converted
Local Currency Loans shall bear interest at the rate which would otherwise be applicable to Committed Rate ABR Loans. Each Bank shall
share on a pro rata basis (calculated by reference to its participating interest in such Converted Local Currency Loans) in any
interest which accrues thereon and in all repayments thereof.


 






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(c)  If, for
any reason, Committed Rate ABR Loans may not be made pursuant to paragraph (a) of this subsection 6.3 to repay Local Currency
Loans as required by such paragraph and the principal amount of any Local Currency Loans may not be converted into Dollars in the manner
contemplated by paragraph (b) of this subsection 6.3, (i) the Administrative Agent shall determine the Dollar Equivalent Amount
of such Local Currency Loans (calculated on the basis of the Exchange Rate determined as of the Business Day immediately preceding the
date on which Committed Rate ABR Loans would otherwise have been made pursuant to said paragraph (a)) and (ii) effective on the date
on which Committed Rate ABR Loans would otherwise have been made pursuant to said paragraph (a), each Bank severally, unconditionally
and irrevocably agrees that it shall purchase in Dollars a participating interest in such Local Currency Loans in an amount equal to the
amount of Committed Rate ABR Loans which would otherwise have been made by such Bank pursuant to paragraph (a) of this subsection
6.3 unless such purchase would cause the Exposure of such Bank to exceed the Revolving Commitment of such Bank. Each Bank will immediately
transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation
shall be distributed by the Administrative Agent to each relevant Local Currency Bank in such amount as will reduce the Dollar Equivalent
as of such date of the amount of the participating interest retained by such Local Currency Bank in such Local Currency Loans to the amount
of the Committed Rate ABR Loans which were to have been made by it pursuant to paragraph (a) of this subsection 6.3. Each Bank shall
share on a pro rata basis (calculated by reference to its participating interest in such Local Currency Loans) in any interest
which accrues thereon, in all repayments of principal thereof and in the benefits of any collateral furnished in respect thereof and the
proceeds of such collateral.


 


(d)  If any amount
required to be paid by any Bank to any Local Currency Bank pursuant to this subsection 6.3 in respect of any Local Currency Loan is not
paid to such Local Currency Bank on the date such payment is due from such Bank, such Bank shall pay to such Local Currency Bank on demand
an amount equal to the product of (i) such amount, times (ii) the daily average Federal funds rate, as quoted by such Local
Currency Bank during the period from and including the date such payment is required to the date on which such payment is immediately
available to the Local Currency Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such
period and the denominator of which is 360. A certificate of a Local Currency Bank submitted to any Bank through the Administrative Agent
with respect to any amounts owing under this subsection (d) shall be conclusive in the absence of manifest error.


 


SECTION 7. [RESERVED]


 


SECTION 8. CERTAIN PROVISIONS APPLICABLE TO
THE LOANS AND

LETTERS OF CREDIT


 


8.1
Facility Fee; Other Fees; Other Payments. (a)  The Company shall pay to the Administrative Agent for the account of
each Bank holding a Revolving Commitment a facility fee for the period from and including the Closing Date to, but excluding, the Termination
Date, computed at the Facility Fee Rate in effect from time to time on the average daily amount of the Revolving Commitment (used and
unused) of such Bank during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and
December and on the Termination Date or such earlier date on which the Revolving Commitments shall terminate as provided herein,
commencing on the first of such dates to occur after the date hereof.


 


(b)  The Company
shall pay to the applicable Issuing Bank for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of
each Letter of Credit, in each case payable quarterly in arrears on the last day of each March, June, September and December and
on the Termination Date or such earlier date on which the Revolving Commitments shall terminate as provided herein, commencing on the
first of such dates to occur after the date hereof or the issuance date, as relevant.


 


(c)  The Company
agrees to pay to the Administrative Agent, for its own account and for the account of the Arrangers and the Banks, the fees in the amounts
and on the dates agreed to by such parties in writing prior to the date of this Agreement.


 






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8.2
Computation of Interest and Fees. (a)  Facility fees and, whenever it is calculated on the basis of the Prime Rate,
interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise,
interest and Letter of Credit commissions shall be calculated on the basis of a 360-day year for the actual days elapsed. Notwithstanding
the foregoing, any determination of the Eurocurrency Rate for Loans denominated in Australian Dollars, Singapore Dollars and Hong Kong
Dollars shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative
Agent shall as soon as practicable notify the relevant Specified Borrower and the Banks of each determination of an Adjusted Eurocurrency
Rate. Any change in the Alternate Base Rate due to a change in the Prime Rate or the NYFRB Rate shall be effective as of the opening of
business on the effective day of such change in the Prime Rate or the NYFRB Rate, respectively. The Administrative Agent shall as soon
as practicable notify the relevant Borrower and the Banks of the effective date and the amount of each such change in interest rate.


 


(b)  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 Banks in the absence of manifest error.


 


8.3
Pro Rata Treatment and Payments. (a)  Each payment by the Company on account of any facility fee hereunder and any
reduction of the Revolving Commitments of the Banks shall be made pro rata according to the respective Revolving Commitment Percentages
of the Banks. Each disbursement of Committed Rate Loans in any Currency shall be made by the Banks holding Revolving Commitments in such
Currency pro rata according to the respective Revolving Borrowing Percentages of such Banks. Each payment (including each prepayment)
by any Borrower on account of principal of and interest on any Loans in any Currency shall be made pro rata according to the respective
principal amounts of the Loans of such Type and Currency of such Borrower then due and owing to the Banks. All payments (including prepayments)
to be made by any Borrower hereunder, whether on account of principal, interest, fees, Reimbursement Obligations or otherwise, shall be
made without set off or counterclaim. All payments in respect of Swing Line Loans, Committed Rate Loans or Letters of Credit in any Currency
shall be made in such Currency and in immediately available funds at the Payment Office (and in the case of Swing Line Loan, to the applicable
Swing Line Bank), and at or prior to the Payment Time, for such Type of Loans and such Currency, on the due date thereof. The Administrative
Agent shall distribute to the applicable Banks any payments received by the Administrative Agent promptly upon receipt in like funds as
received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during
such extension.


 


(b)  Unless the
Administrative Agent shall have been notified in writing by any Bank prior to a Borrowing Date in respect of Committed Rate Loans that
such Bank will not make the amount that would constitute its Revolving Borrowing Percentage of such borrowing available to the Administrative
Agent, the Administrative Agent may assume that such Bank is making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such amount is not made
available to the Administrative Agent by the required time on the Borrowing Date therefor, such Bank shall pay to the Administrative Agent,
on demand, such amount with interest thereon at a rate equal to (A) in the case of any such Committed Rate Loans denominated in Dollars,
the daily average Federal funds rate, as quoted by the Administrative Agent, or (B) in the case of any Committed Rate Loans denominated
in an Available Foreign Currency, the rate customary in such Currency for settlement of similar inter-bank obligations, as quoted by the
Administrative Agent, in each case for the period until such Bank makes such amount immediately available to the Administrative Agent.
A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this subsection shall be conclusive
in the absence of manifest error. If such Bank’s Revolving Borrowing Percentage of such borrowing is not made available to the Administrative
Agent by such Bank within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans in such Currency hereunder, on demand, from the relevant Borrower.


 






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8.4
Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in
the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful
for any Bank to make or maintain Loans or to make or maintain Extensions of Credit to one or more Foreign Subsidiary Borrowers or Local
Currency Borrowers contemplated by this Agreement, the commitment of such Bank hereunder to make Loans to such Foreign Subsidiary Borrowers
or Local Currency Borrowers, continue Loans to such Foreign Subsidiary Borrowers or Local Currency Borrowers as such, and maintain Extensions
of Credit to such Foreign Subsidiary Borrowers or Local Currency Borrowers shall forthwith be cancelled to the extent necessary to remedy
or prevent such illegality. Nothing in this subsection 8.4 shall affect the obligation of the Banks to make or maintain Loans to the Company.
Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United
States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation
thereof, shall in each case be deemed to be a change in any Requirement of Law, regardless of the date enacted, adopted, issued or implemented.


 


8.5
Requirements of Law. (a)  If the adoption of or any change in any Requirement of Law (other than the Certificate of
Incorporation and By-Laws or other organizational or governing documents of the Banks) or in the interpretation or application thereof
or compliance by any Bank or Issuing Bank with any request or directive (whether or not having the force of law) from any central bank
or other Governmental Authority made subsequent to the date hereof:


 


(i)  shall subject
any Bank or Issuing Bank or any corporation controlling such Bank or from which such Bank obtains funding or credit to any tax of any
kind whatsoever with respect to this Agreement, any Letter of Credit or any Term Benchmark Loan or Local Currency Loan made by it, or
change the basis of taxation of payments to such Bank, Issuing Bank or such corporation in respect thereof (except for (A) Non-Excluded
Taxes covered by subsection 8.6, (B) taxes excluded under subsection 8.6(a) and (C) changes in the rate of tax on the overall
net income of such Bank or Issuing Bank or such corporation);


 


(ii)  shall impose,
modify or hold applicable any reserve, special deposit, deposit insurance, compulsory loan or similar requirement against assets held
by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Bank or Issuing Bank or any corporation controlling such Bank or Issuing Bank or from which such Bank
obtains funding or credit which is not otherwise included in the determination of the Adjusted Eurocurrency Rate hereunder or the interest
rate on such Local Currency Loans under the relevant Local Currency Facility; or


 


(iii)  shall impose
on such Bank or Issuing Bank or any corporation controlling such Bank any other condition;


 






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and the result of any of the foregoing is to increase
the cost to such Bank or Issuing Bank or such corporation, by an amount which such Bank or Issuing Bank or such corporation reasonably
deems to be material, of making, converting into, continuing or maintaining Term Benchmark Loans or Local Currency Loans or issuing or
participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Company
shall promptly pay such Bank or Issuing Bank, within five Business Days after its demand, any additional amounts necessary to compensate
such Bank or Issuing Bank for such increased cost or reduced amount receivable, together with interest on each such amount from the date
due until payment in full at a rate per annum equal to the Alternate Base Rate. If any Bank or Issuing Bank becomes entitled to claim
any additional amounts pursuant to this subsection, it shall promptly notify the Company, through the Administrative Agent, of the event
by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted
by such Bank or Issuing Bank, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. This
covenant shall survive the termination of this Agreement and the payment of Loans and all other amounts payable hereunder.


 


(b)  If any Bank
shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements
or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with
any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Bank’s or Issuing
Bank or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below
that which such Bank or Issuing Bank or such corporation could have achieved but for such change or compliance (taking into consideration
such Bank’s or Issuing Bank or such corporation’s policies with respect to capital adequacy or liquidity requirements) by
an amount reasonably deemed by such Bank or Issuing Bank to be material, then from time to time, after submission by such Bank or Issuing
Bank to the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive
in the absence of manifest error), the Company shall pay to such Bank or Issuing Bank such additional amount or amounts as will compensate
such Bank or Issuing Bank for such reduction.


 


(c)  In addition
to, and without duplication of, amounts which may become payable from time to time pursuant to paragraphs (a) and (b) of this
subsection 8.5, each Borrower agrees to pay to each Bank which requests compensation under this paragraph (c) by notice to such Borrower,
on the last day of each Interest Period with respect to any Committed Rate Term Benchmark Loan made by such Bank to such Borrower, at
any time when such Bank shall be required to maintain reserves against “Eurocurrency liabilities” under Regulation D (or,
at any time when such Bank may be required by the Board or by any other Governmental Authority, whether within the United States or in
another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to
which the Eurocurrency Rate is determined as provided in this Agreement or against any category of extensions of credit or other assets
of such Bank which includes any such Committed Rate Term Benchmark Loans), an additional amount (determined by such Bank’s calculation
or, if an accurate calculation is impracticable, reasonable estimate using such reasonable means of allocation as such Bank shall determine)
equal to the actual costs, if any, incurred by such Bank during such Interest Period as a result of the applicability of the foregoing
reserves to such Committed Rate Term Benchmark Loans.


 






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(d)  A certificate
of each Bank, Issuing Bank, Swing Line Bank or Local Currency Bank setting forth such amount or amounts as shall be necessary to
compensate such Bank, Issuing Bank, Swing Line Bank or Local Currency Bank as specified in paragraph (a), (b) or (c) above,
as the case may be, and setting forth in reasonable detail an explanation of the basis of requesting such compensation in accordance with
paragraph (a), (b) or (c) above, including calculations in detail comparable to the detail set forth in certificates delivered
to such Bank in similar circumstances under comparable provisions of other comparable credit agreements, shall be delivered to the relevant
Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay each Bank, Issuing Bank, Swing Line Bank
or Local Currency Bank the amount shown as due on any such certificate delivered to it within 10 days after its receipt of the same.


 


(e)  Failure
or delay on the part of any Bank or the Issuing Bank to demand compensation pursuant to this subsection shall not constitute a waiver
of such Bank’s or the Issuing Bank’s right to demand such compensation; provided that the Company shall not be required
to compensate a Bank or the Issuing Bank pursuant to this subsection for any increased costs or reductions incurred more than six months
prior to the date that such Bank or the Issuing Bank, as the case may be, notifies the Company of the event giving rise to such increased
costs or reductions and of such Bank’s or the Issuing Bank’s intention to claim compensation therefor; provided further
that, if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall
be extended to include the period of retroactive effect thereof.


 


(f)  Notwithstanding
the foregoing provisions of this subsection, a Bank shall not be entitled to compensation pursuant to this subsection in respect of any
Competitive Advance Loan if the event that would otherwise entitle it to such compensation shall have been publicly announced prior to
submission of the Competitive Advance Loan Offer pursuant to which such Loan was made.


 


(g)  The agreements
in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


(h)  Notwithstanding
anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory
authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each
case be deemed to be a change in any Requirement of Law, regardless of the date enacted, adopted, issued or implemented.


 






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8.6
Taxes. (a)  Unless required by applicable Requirements of Law, all payments made by or on behalf of any Loan Party
under this Agreement or any other Credit Documents shall be made free and clear of, and without deduction or withholding for or on account
of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of the Administrative Agent and
each Bank, (i) net income taxes, doing business taxes, branch profits or similar taxes, and franchise taxes imposed on the Administrative
Agent or such Bank (including, without limitation for all purposes of this subsection 8.6, each Bank in its capacity as an Issuing Bank
or as a Swing Line Bank), as the case may be, that are Other Connection Taxes, (ii) taxes that are attributable to such Bank’s
failure to comply with the requirements of subsection 8.6(e), (iii) United States withholding taxes in effect on the date such Bank
becomes a party to this Agreement, except to the extent that such Bank’s assignor (if any) was entitled, at the time of assignment,
to receive additional amounts from the applicable Loan Party with respect to such taxes pursuant to this subsection 8.6(a) and (iv) any
withholding taxes imposed by FATCA (any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings,
 “Non-Excluded Taxes”); provided that, if any taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, are required to be withheld from any
amounts payable to the Administrative Agent or any Bank, as determined in good faith by the applicable Withholding Agent, (i) such
amounts shall be paid to the relevant Governmental Authority in accordance with applicable law and (ii) if such taxes are Non-Excluded
Taxes or Other Taxes, the amounts so payable by the applicable Loan Party to the Administrative Agent or such Bank shall be increased
to the extent necessary to yield to the Administrative Agent or such Bank (after payment of all Non-Excluded Taxes and Other Taxes) interest
or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such withholding or deduction
had not been made.


 


(b)  In addition,
the Company or the relevant Loan Party shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable
law.


 


(c)  Whenever
any taxes are payable by any Loan Party, as promptly as possible thereafter such Loan Party or the Company shall send to the Administrative
Agent for its own account or for the account of the relevant Bank, as the case may be, a certified copy of an original official receipt
received by the applicable Loan Party showing payment thereof. If (i) such Loan Party or the Company fails to pay any Non-Excluded
Taxes when due to the appropriate taxing authority, (ii) Loan Party or the Company fails to remit to the Administrative Agent the
required receipts or other required documentary evidence or (iii) any Non-Excluded Taxes or Other Taxes are imposed directly upon
the Administrative Agent or any Bank, such Loan Party and/or the Company shall indemnify the Administrative Agent and such Bank for such
amounts and any incremental taxes, interest or penalties that may become payable by the Administrative Agent or such Bank as a result
of any such failure, in the case of (i) and (ii), or any such direct imposition, in the case of (iii). The agreements in subsection
8.6 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


(d)  Each Bank
shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, charges, fees, deductions, withholdings
or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative
Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by
the Administrative Agent in good faith (but only to the extent that any Loan Party has not already indemnified the Administrative Agent
for such taxes, levies, imposts, duties, charges, fees, deductions, withholdings or similar charges and without limiting the obligation
of the Loan Parties to do so). A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative
Agent shall be conclusive absent manifest error.


 


(e)  (i) 
(A)  Each Bank (including each Assignee) that is a “United States person” as defined in Section 7701(a)(30) of the
Code shall deliver to the Company and the Administrative Agent on or before the date on which it becomes a party to this Agreement and
from time to time thereafter upon the request of the Company or the Administrative Agent two properly completed and duly signed copies
of United States Internal Revenue Service (the “IRS”) Form W-9 (or any successor form) certifying that such Bank
is exempt from U.S. federal withholding tax.


 






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(B)  Each Bank
(including each Assignee) that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S.
Bank”) shall deliver to the Company and the Administrative Agent (or, in the case of a Participant, to the Bank from which the
related participation shall have been purchased) on or before the date on which it becomes a party to this Agreement (or, in the case
of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon
the request of the Company or the Administrative Agent or promptly upon the expiration, obsolescence or invalidity of any form previously
delivered by such Non-U.S. Bank, whichever of the following is applicable:


 


(1)  in the case
of a Non-U.S. Bank 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 Credit Document, two duly completed and duly signed copies of IRS Form W-8BEN or W-8-BEN-E (as applicable)
establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax
treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN or W-8BEN-E (as
applicable) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits”
or “other income” article of such tax treaty;


 


(2)  two duly
completed and duly signed copies of IRS Form W-8ECI;


 


(3)  in the case
of a Non-U.S. Bank 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 M-1 to the effect that such Non-U.S. Bank is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of
the Code, or a “controlled foreign corporation” related to the Company as described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) two duly completed and duly signed copies of IRS Form W-8BEN
or W-8BEN-E (as applicable); or


 


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


 


(ii)  Upon the
written request of any Borrower, each Bank promptly will provide to such Borrower and to the Administrative Agent, or file with the relevant
taxing authority (with a copy to the Administrative Agent) such form, certification or similar documentation (each duly completed, accurate
and signed) as is required by the relevant jurisdiction in order to obtain an exemption from, or reduced rate of Non-Excluded Taxes to
which such Bank or the Administrative Agent is entitled pursuant to an applicable tax treaty or the law of the relevant jurisdiction;
provided, however, such Bank will not be required to (x) disclose information which in its reasonable judgment it deems
confidential or proprietary or (y) incur a cost if such cost would, in its reasonable judgment, be substantial in comparison to the
cost of the Company under this subsection 8.6 of such Bank’s failure to provide such form, certification or similar documentation.
Such Bank shall certify in the case of any such form, certification or similar documentation so provided (to the extent it may accurately
and properly do so) that it is entitled to receive payments under this Agreement without deduction or withholding, or at a reduced rate
of deduction or withholding of Non-Excluded Taxes. A Bank shall be required to furnish a form under this paragraph (e)(ii) only if
it is entitled to claim an exemption from or a reduced rate of withholding under applicable law. A Bank that is not entitled to claim
an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the applicable Borrower, shall
inform the applicable Borrower in writing.


 






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(iii)  If a payment
made to a Bank under any Credit Document would be subject to U.S. federal withholding tax imposed by FATCA if such Bank 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 Bank 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 Bank has complied with such Bank’s obligations under FATCA or to determine the amount to
deduct and withhold from such payment. Solely for purposes of this subsection 8.6(e)(iii), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement. Solely for purposes of determining withholding taxes imposed under FATCA, from and after
the effective date of the Amendment, any Borrower and the Administrative Agent shall treat (and the Banks hereby authorize the Administrative
Agent to treat) each of the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation
Section 1.1471-2(b)(2)(i).


 


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


 


(f)  If any Bank
determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified
by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this subsection 8.6, it shall pay over such
refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this
subsection 8.6 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
such Bank and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided,
that such Loan Party, upon the request of such Bank, 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 such Bank in the event such Bank is required to repay such refund
to such Governmental Authority. This paragraph shall not be construed to require any Bank to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to any Loan Party or any other Person.


 






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8.7
Company’s Options upon Claims for Increased Costs and Taxes. In the event that any Affected Bank shall decline to
make Loans pursuant to subsection 8.4 or shall have notified the Company that it is entitled to claim compensation pursuant to subsection
8.5 or 8.6, the Company may exercise any one or both of the following options:


 


(a)  The Company
may request one or more of the Banks which are not Affected Banks to take over all (but not part) of any Affected Banks’ then outstanding
Loans and to assume all (but not part) of any Affected Bank’s Revolving Commitments and/or Swing Line Commitments, if any, and obligations
hereunder, and if applicable, under any Local Currency Facility. If one or more Banks shall so agree in writing (collectively, the “Assenting
Banks”; individually, an “Assenting Bank”) with respect to an Affected Bank, (i) the Revolving Commitments
and/or Swing Line Commitments, if any, of each Assenting Bank and the obligations of such Assenting Bank under this Agreement shall be
increased by its respective Allocable Share of the Revolving Commitments and/or Swing Line Commitments, as applicable, and of the obligations
of such Affected Bank under this Agreement and if applicable, under any Local Currency Facility and (ii) each Assenting Bank shall
make Loans to the Company, according to such Assenting Bank’s respective Allocable Share of the Revolving Commitments and/or Swing
Line Commitments, as applicable, in an aggregate principal amount equal to the outstanding principal amount of the Loans and, if applicable,
Local Currency Loans and Swing Line Loans, of such Affected Bank, on a date mutually acceptable to the Assenting Banks, such Affected
Bank and the Company. The proceeds of such Loans, together with funds of the Company, shall be used to prepay the Loans, and if applicable,
Local Currency Loans and/or Swing Line Loans, of such Affected Bank, together with all interest accrued thereon and all other amounts
owing to such Affected Bank hereunder (including any amounts payable pursuant to subsection 8.8 in connection with such prepayment), and,
upon such assumption by the Assenting Bank and prepayment by the Company, such Affected Bank shall cease to be a “Bank” for
purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according
to this Agreement shall survive the termination of this Agreement).


 


(b)  The Company
may designate a Replacement Bank to assume the Revolving Commitments and/or Swing Line Commitments, if any, and the obligations of any
such Affected Bank hereunder and if applicable, under any Local Currency Facility, and to purchase the outstanding Loans of such Affected
Bank and such Affected Bank’s rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such
Affected Bank (unless such Affected Bank agrees otherwise), for a purchase price equal to the outstanding principal amount of the Loans
and, if applicable, Local Currency Loans and/or Swing Loans, of such Affected Bank plus (i) all interest accrued and unpaid thereon
and all other amounts owing to such Affected Bank hereunder and (ii) any amount which would be payable to such Affected Bank pursuant
to subsection 8.8, and upon such assumption and purchase by the Replacement Bank, such Replacement Bank, if it is not already a Bank,
shall be deemed to be a “Bank” for purposes of this Agreement and such Affected Bank shall cease to be a “Bank”
for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which
according to this Agreement shall survive the termination of this Agreement).


 






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8.8
Break Funding Payments. In the event of (a) the payment of any principal of any Term Benchmark Loan or Committed Rate
Loan that bears interest at the Eurocurrency Rate other than on the last day of an Interest Period therefor (including as a result of
an Event of Default and as a result of the provisions of subsection 2.11 or 2.12), (b) the conversion of any Term Benchmark Loan
other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Term Benchmark
Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable hereunder
and is revoked in accordance herewith), (d) the failure to borrow any Competitive Advance Loan that bears interest at the Eurocurrency
Rate after accepting the Competitive Advance Loan Offer to make such Loan, or (e) the assignment as a result of a request by the
Company pursuant to subsection 8.7 of any Term Benchmark Loan other than on the last day of an Interest Period therefor or of any
Competitive Advance Loan that bears interest at the Eurocurrency Rate, then, in any such event, the Company shall compensate each Bank
for the loss, cost and expense attributable to such event. In the case of a Term Benchmark Loan, the interest rate loss to any Bank attributable
to any such event shall be deemed to be an amount determined by such Bank to be equal to the excess, if any, of (i) the amount of
interest that such Bank would pay for a deposit equal to the principal amount of such Bank denominated in the Currency of such Loan for
the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such
Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Eurocurrency Rate for such Currency
for such Interest Period, over (ii) the amount of interest that such Bank would earn on such principal amount for such period
if such Bank were to invest such principal amount for such period at the interest rate that would be bid by such Bank (or an affiliate
of such Bank) for deposits denominated in such Currency from other banks in the eurocurrency market at the commencement of such period.
The Company shall also compensate each relevant Bank for any loss, cost or expense suffered by such Bank as a result of the conversion,
pursuant to subsection 2.11(b), of the Currency in which a Loan is denominated, or the purchase or sale, pursuant to subsection 2.11(c),
of a participating interest in any Loan. A certificate of any Bank setting forth any amount or amounts that such Bank is entitled to receive
pursuant to this subsection shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such
Bank the amount shown as due on any such certificate within 10 days after receipt thereof.


 


8.9
Determinations. In making the determinations contemplated by subsections 8.5, 8.6 and 8.8, each Bank may make such estimates,
assumptions, allocations and the like that such Bank in good faith determines to be appropriate. Upon request of the Company, each Bank
shall furnish to the Company, at any time after demand for payment of an amount under subsection 8.5(a) or 8.8, a certificate outlining
in reasonable detail the computation of any amounts owing. Any certificate furnished by a Bank shall be binding and conclusive in the
absence of manifest error.


 


8.10
Change of Lending Office. If an event occurs with respect to any Bank that makes operable the provisions of subsection 8.4
or entitles such Bank to make a claim under subsection 8.5 or 8.6, such Bank shall, if requested in writing by the Company, to the extent
not inconsistent with such Bank’s internal policies, use reasonable efforts to (a) designate another office or offices for
the making and maintaining of its Loans or (b) obtain a different source of funds or credit, as the case may be, the designation
or obtaining of which will eliminate such operability or reduce materially the amount such Bank is so entitled to claim, provided
that such designation or obtaining would not, in the sole discretion of such Bank, result in such Bank incurring any costs unless the
Company has agreed to reimburse such Bank therefor.


 


8.11
Company Controls on Exposure; Calculation of Exposure; Prepayment if Exposure exceeds Revolving Commitments. (a)  The
Company will implement and maintain internal accounting controls to monitor the borrowings and repayments of Loans by the Borrowers and
the issuance of and drawings under Letters of Credit, with the object of preventing any request for an Extension of Credit that would
result in (i) the Exposure of the Banks being in excess of the Revolving Commitments, or (ii) the Foreign Currency Exposure
in respect of any Currency exceeding the Foreign Currency Exposure Sublimit for such Currency, and of promptly identifying and remedying
any circumstance where, by reason of changes in exchange rates, (A) the aggregate amount of the Exposure exceeds the Revolving Commitments,
or (B) the amount of the Foreign Currency Exposure in respect of any Currency exceeds the Foreign Currency Exposure Sublimit for
such Currency. In the event that at any time the Company determines that (i) the aggregate amount of the Exposure of the Banks exceeds
the aggregate amount of the Revolving Commitments by more than 5%, or (ii) the amount of the Foreign Currency Exposure in respect
of any Currency exceeds the Foreign Currency Exposure Sublimit for such Currency, the Company will, as soon as practicable but in any
event within five Business Days of making such determination, make or cause to be made such repayments or prepayments of Loans as shall
be necessary to cause (A) the aggregate amount of the Exposure of the Banks to no longer exceed the Revolving Commitments, and (B) the
amount of the Foreign Currency Exposure in respect of any Currency not to exceed the Foreign Currency Exposure Sublimit for such Currency.


 






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(b)  The Administrative
Agent will calculate the aggregate amount of the Exposure of the Banks from time to time, and in any event not less frequently than once
during each calendar month. In making such calculations, the Administrative Agent will rely on the information most recently received
by it from the Swing Line Banks in respect of outstanding Swing Line Loans, from Banks in respect of outstanding Competitive Advance Loans,
from Local Currency Facility Agents in respect of outstanding Local Currency Loans and Issuing Banks in respect of L/C Obligations. Upon
making each such calculation, the Administrative Agent will inform the Company and the Banks of the results thereof.


 


(c)  In the event
that on any date the Administrative Agent calculates that (i) the aggregate amount of the Exposure of the Banks exceeds the aggregate
amount of the Revolving Commitments by more than 5%, or (ii) the Foreign Currency Exposure in respect of any Currency exceeds the
Foreign Currency Exposure Sublimit for such Currency, the Administrative Agent will give notice to such effect to the Company. After receipt
of any such notice, the Company will, as soon as practicable but in any event within five Business Days of receipt of such notice, make
or cause to be made such repayments or prepayments of Loans as shall be necessary to cause (i) the aggregate amount of the Exposure
of the Banks to no longer exceed the Revolving Commitments, or (ii) the Foreign Currency Exposure in any respect of any Currency
not to exceed the Foreign Currency Exposure Sublimit for such Currency.


 


(d)  If at any
time the Committed Exposure of any Bank exceeds such Bank’s Revolving Commitment, upon demand of such Bank, the Company will within
one Business Day prepay Loans in such amounts that after giving effect to such prepayment the Committed Exposure of such Bank does not
exceed its Revolving Commitment.


 


(e)  Any prepayment
required to be made pursuant to this subsection 8.11 shall be accompanied by payment of amounts payable, if any, pursuant to subsection
8.8 in respect of the amount so prepaid.


 


8.12
Conversion and Continuation Options. (a)  By giving a Notice of Conversion, any Specified Borrower may elect from time
to time (i) to convert such Specified Borrower’s Committed Rate Term Benchmark Loans in Dollars to Committed Rate ABR Loans
or (ii) to convert such Specified Borrower’s Committed Rate ABR Loans to Committed Rate Term Benchmark Loans in Dollars. Upon
receipt of any Notice of Conversion the Administrative Agent shall promptly notify each relevant Bank thereof. All or any part of Committed
Rate Term Benchmark Loans outstanding in Dollars or Committed Rate ABR Loans may be converted as provided herein, provided that
(i) no Committed Rate ABR Loan may be converted into a Committed Rate Term Benchmark Loan when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Required Banks have determined that such a conversion is not appropriate and
(ii) no Committed Rate ABR Loan may be converted into a Committed Rate Term Benchmark Loan after the date that is one month prior
to the relevant Termination Date.


 


(b)  By giving
a Notice of Continuation, any Specified Borrower may continue all or any part of such Specified Borrower’s Committed Rate Term Benchmark
Loans as Committed Rate Term Benchmark Loans in the same Currency for one or more different additional Interest Periods.


 






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(c)  Any Specified
Borrower may convert Committed Rate Loans outstanding in Dollars or one Available Foreign Currency to Committed Rate Loans in Dollars
or a different Currency by repaying such Loans in the first Currency and borrowing Loans of such different Currency in accordance with
the applicable provisions of this Agreement.


 


(d)  If any Specified
Borrower shall fail to timely give a Notice of Continuation or a Notice of Conversion in respect of any of such Specified Borrower’s
Committed Rate Term Benchmark Loans with respect to which an Interest Period is expiring, such Specified Borrower shall be deemed to have
given a Notice of Continuation for a Term Benchmark Loan for an Interest Period of one month.


 


8.13
Minimum Amounts of Tranches. All borrowings of Committed Rate Loans and Swing Line Loans, all conversions and continuations
of Committed Rate Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that,
after giving effect thereto, the aggregate principal amount of (i) in the case of Term Benchmark Loans or Committed Rate Loans comprising
each Tranche in Dollars shall be not less than $5,000,000, (ii) in the case of ABR Loans or Committed Rate Loans comprising each
Tranche in Dollars shall not be less than $1,000,000 and (iii) Committed Rate Loans comprising each Tranche in any Available Foreign
Currency shall be not less than the Dollar Equivalent Amount in such Currency of $5,000,000; provided that any borrowing of Committed
Rate Loans may be in an aggregate amount that is equal to the entire unused balance of the Total Revolving Commitments and any borrowing
of Swing Line Loans may be in an aggregate amount that is equal to the entire unused balance of the Total Swing Line Commitments.


 


8.14
Interest Rates and Interest Payment Dates. (a)  Each Term Benchmark Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to the Adjusted Eurocurrency Rate, the Adjusted EURIBOR Rate, the Adjusted
HIBOR Rate or the Adjusted STIBOR Rate, as applicable, for such Interest Period plus the Applicable Margin.


 


(b)  Each ABR
Loan shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.


 


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


 


(d)  Each Swing
Line Loan shall bear interest at the Swing Line Rate applicable to such Swing Line Loan.


 


(e)  If all or
a portion of (i) the principal amount of any Swing Line Loan or Committed Rate Loan or (ii) any interest payable thereon or
other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum which is (x) in the case of overdue principal, the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this subsection plus 2% or (y) in the case of overdue interest, the rate described
in paragraph (b) of this subsection plus 2%, in each case from the date of such non-payment until such amount is paid in full (as
well after as before judgment).


 


(f)  Interest
on Swing Line Loans and Committed Rate Loans shall be payable in arrears on each Interest Payment Date; provided, that interest
accruing pursuant to paragraph (d) of this subsection shall be payable from time to time on demand.


 






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8.15
Alternative Rate of Interest. (a)  Subject to clauses (b), (c), (d), (e), (f) and (g) of this subsection
8.15, if:


 


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


 


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


 


then the Administrative Agent shall give notice
thereof to the Borrower and the Banks by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative
Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist, (A) any Notice of Borrowing
or Notice of Continuation, as applicable, that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving
Borrowing as, a Term Benchmark Borrowing shall be ineffective, (B) if any Notice of Borrowing requests a Term Benchmark Revolving
Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (C) if any Notice of Borrowing requests a Term Benchmark
Borrowing or an RFR Borrowing for the relevant rate above in a Foreign Currency, then such request shall be ineffective; provided that if
the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted.
Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of
the notice from the Administrative Agent referred to in this subsection 8.15(a) with respect to a Relevant Rate applicable to such
Term Benchmark Loan or RFR Loan, then until the Administrative Agent notifies the Company and the Banks that the circumstances giving
rise to such notice no longer exist, (i) if such Term Benchmark Loan is denominated in Dollars, then on the last day of the Interest
Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by
the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, (ii) if such Term Benchmark Loan
is denominated in any Agreed Currency other than Dollars, then such Loan shall, on the last day of the Interest Period applicable to such
Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable
Agreed Currency plus the Applicable Margin; provided that, if the Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding
affected Term Benchmark Loans denominated in any Agreed Currency other than Dollars shall, at the Company’s election prior to such
day: (A) be prepaid by the Company on such day or (B) solely for the purpose of calculating the interest rate applicable to
such Term Benchmark Loan, such Term Benchmark Loan denominated in any Agreed Currency other than Dollars shall be deemed to be a Term
Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated
in Dollars at such time or (iii) if such RFR Loan is denominated in any Agreed Currency other than Dollars, then such Loan shall
bear interest at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Margin; provided that, if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Agreed Currency cannot be determined, any outstanding affected RFR Loans denominated in any Agreed Currency other than Dollars, at the
Company’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent
of such Foreign Currency) immediately or (B) be prepaid in full immediately.


 






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(b)  Notwithstanding
anything to the contrary herein or in any other Credit Document (and any Hedging Agreement shall be deemed not to be a “Credit Document”
for purposes of this subsection 8.15), if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election,
as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of
 “Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark
settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and
(y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement”
with respect to any Agreed Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all
purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on
the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or
further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not
received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Required Banks.


 


(c)  Notwithstanding
anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, with respect to a
Loan denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference
Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current
Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings,
without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided
that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Banks and the Company a Term SOFR
Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence
of a Term SOFR Transition Event and may do so in its sole discretion.


 


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


 






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(e)  The Administrative
Agent will promptly notify the Company and the Banks of (i)  any occurrence of a Benchmark Transition Event, an Early Opt-in Election
or an Other Benchmark Rate Election, as applicable, (ii)  the implementation of any Benchmark Replacement, (iii)  the effectiveness
of any Benchmark Replacement Conforming Changes, (iv)  the removal or reinstatement of any tenor of a Benchmark pursuant to clause
(f) below and (v)  the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election
that may be made by the Administrative Agent or, if applicable, any Bank (or group of Banks) pursuant to this subsection 8.15, including
any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and
may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except,
in each case, as expressly required pursuant to this subsection 8.15.


 


(f)  Notwithstanding
anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i)  if the then-current Benchmark is a term rate (including Term SOFR, Eurocurrency Rate, EURIBOR Rate, HIBOR Rate
or STIBOR Rate) and either (1)  any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2)  the regulatory supervisor
for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period”
for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii)  if a tenor that
was removed pursuant to clause (i) above either (1)  is subsequently displayed on a screen or information service for a Benchmark
(including a Benchmark Replacement) or (2)  is not, or is no longer, subject to an announcement that it is or will no longer be representative
for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period”
for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 






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(g)  Upon the
Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for a Term
Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during
any Benchmark Unavailability Period and, failing that, either (x) the Company will be deemed to have converted any request for a
Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to ABR Loans or (y) any Term Benchmark
Borrowing or RFR Borrowing denominated in a Foreign Currency shall be ineffective. During any Benchmark Unavailability Period or at any
time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current
Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Furthermore,
if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of notice of the
commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan,
then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this subsection 8.15, (i)  if
such Term Benchmark Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding
Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an
ABR Loan denominated in Dollars on such day, (ii)  if such Term Benchmark Loan is denominated in any Agreed Currency other than Dollars,
then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day
is not a Business Day) bear interest at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Margin; provided
that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central
Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Agreed
Currency other than Dollars shall, at the Company’s election prior to such day: (1)  be prepaid by the Company on such day
or (2)  solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan
denominated in any Agreed Currency other than Dollars shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue
interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time or (iii)  if such RFR Loan
is denominated in any Agreed Currency other than Dollars, then such Loan shall bear interest at the Central Bank Rate for the applicable
Agreed Currency plus the Applicable Margin; provided that, if the Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding
affected RFR Loans denominated in any Agreed Currency, at the Company’s election, shall either (1)  be converted into ABR Loans
denominated in Dollars (in an amount equal to the Dollar Equivalent of such Foreign Currency) immediately or (2)  be prepaid in full
immediately.


 


8.16
Optional Prepayments. By giving a Notice of Prepayment (which may be conditioned on a refinancing), any Specified Borrower
may, at any time and from time to time, prepay Committed Rate Loans, Competitive Advance Loans, or Swing Line Loans made to such Specified
Borrower, in whole or in part, without premium or penalty (except as provided in subsection 8.8 or as provided in the applicable Competitive
Advance Loan Offer). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Bank thereof. If any
such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts
payable pursuant to subsection 8.8. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof or an aggregate principal Dollar Equivalent Amount of at least $1,000,000 for Loans denominated in a Foreign
Currency.


 


8.17
Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank,
then the following provisions shall apply for so long as such Bank is a Defaulting Bank:


 


(a)  fees shall
cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Bank pursuant to subsection 8.1(a);


 


(b)  the Revolving
Commitment and Exposure of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take
any action hereunder (including any consent to any amendment, waiver or other modification pursuant to subsection 15.1); provided,
that this clause (b) shall not apply to the vote of a Defaulting Bank in the case of an amendment, waiver or other modification requiring
the consent of such Bank or each Bank directly affected thereby;


 






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(c)  if any Swing
Line Exposure or L/C Exposure exists at the time such Bank becomes a Defaulting Bank then:


 


(i)  all or any
part of the Swing Line Exposure and L/C Exposure of such Defaulting Bank shall be reallocated among the non-Defaulting Banks in accordance
with their respective Revolving Commitment Percentages but only to the extent that (x) the sum of the Exposures of all non-Defaulting
Banks does not exceed the total of all non-Defaulting Banks’ Revolving Commitments and (y) the Exposure of each non-Defaulting
Bank does not exceed such non-Defaulting Banks’ Revolving Commitment;


 


(ii)  if the reallocation
described in clause (i) above cannot, or can only partially, be effected, the Company (or applicable Specified Borrower) shall within
one Business Day following notice by the Administrative Agent (x) first, prepay such Swing Line Exposure and (y) second, cash
collateralize for the benefit of the Issuing Banks only the Borrowers’ obligations corresponding to such Defaulting Bank’s
L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set
forth in Section 13 for so long as such L/C Exposure is outstanding;


 


(iii)  if the Company
(or applicable Specified Borrower) cash collateralizes any portion of such Defaulting Bank’s L/C Exposure pursuant to clause (ii) above,
no Loan Party shall be required to pay any fees pursuant to subsection 5.3(a) with respect to such Defaulting Bank’s L/C Exposure
during the period such Defaulting Bank’s L/C Exposure is cash collateralized;


 


(iv)  if the L/C
Exposure of the non-Defaulting Banks is reallocated pursuant to clause (i) above, then the fees payable to the Banks pursuant to
subsection 5.3(a) shall be adjusted in accordance with such non-Defaulting Banks’ Revolving Commitment Percentages; and


 


(v)  if all or
any portion of such Defaulting Bank’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of the Issuing Banks or any other Bank hereunder, all fees payable
under subsection 5.3(a) with respect to such Defaulting Bank’s L/C Exposure shall be payable to the Issuing Banks in accordance
with their percentages of the L/C Exposure until and to the extent that such L/C Exposure is reallocated and/or cash collateralized;


 


(d)  so long
as such Bank is a Defaulting Bank, (i) participating interests in any newly made Swing Line Loan shall be allocated among non-Defaulting
Banks in a manner consistent with subsection 8.17(c)(i) (and such Defaulting Bank shall not participate therein) and each Swing Line
Bank shall continue to fund Swing Line Loans in accordance with and subject to Section 4 so long as and to the extent the related
Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Banks in accordance with subsection 8.17(c)(i) and
(ii) participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a
manner consistent with subsection 8.17(c)(i) (and such Defaulting Bank shall not participate therein) and no Issuing Bank shall be
required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied that the Defaulting Bank’s then outstanding
L/C Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Banks and/or cash collateral will be provided by
the Company (or applicable Specified Borrower) in accordance with subsection 8.17(c); and


 






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(e)  the Company
may designate a Replacement Bank to assume the Revolving Commitments and/or Swing Line Commitments, if any, and the obligations of any
Bank that becomes a Defaulting Bank, and to purchase the outstanding Loans of such Defaulting Bank and such Defaulting Bank’s rights
hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Defaulting Bank (unless such Defaulting
Bank agrees otherwise), for a purchase price equal to the outstanding principal amount of the Loans of such Defaulting Bank plus (i) all
interest accrued and unpaid thereon and all other amounts owing to such Defaulting Bank hereunder and (ii) any amount which would
be payable to such Defaulting Bank pursuant to subsection 8.8 (assuming that all Loans of such Defaulting Bank were prepaid on the date
of such assumption), and upon such assumption and purchase by the Replacement Bank, such Replacement Bank, if it is not already a Bank,
shall be deemed to be a “Bank” for purposes of this Agreement and such Defaulting Bank shall cease to be a “Bank”
for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which
according to this Agreement shall survive the termination of this Agreement).


 


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


 


In the event that the Administrative
Agent, the Company, each Swing Line Bank and each Issuing Bank agrees that a Defaulting Bank has adequately remedied all matters that
caused such Bank to be a Defaulting Bank, then the Swing Line Exposure and L/C Exposure of the Banks shall be readjusted to reflect the
inclusion of such Bank’s Revolving Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks
(and, only if such Bank is a Swing Line Bank, Swing Line Loans) as the Administrative Agent shall determine may be necessary in order
for such Bank to hold such Loans in accordance with its Revolving Commitment Percentage and, if such Bank is a Swing Line Bank, Swing
Line Commitment percentage. Subject to subsection 15.18, no reallocation hereunder shall constitute a waiver or release of any claim of
any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting
Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation.


 


Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of such Defaulting Bank (whether voluntary or mandatory, at
maturity, pursuant to Section 13 or otherwise) or received by the Administrative Agent from a Defaulting Bank pursuant to subsection
15.7 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 Bank to the Administrative Agent hereunder; second, to the payment on a pro rata
basis of any amounts owing by such Defaulting Bank to any Issuing Bank or Swing Line Bank hereunder; third, to cash collateralize
the Issuing Banks’ L/C Exposure with respect to such Defaulting Bank in accordance with subsection 5.1; 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 Bank 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 (x) satisfy
such Defaulting Bank’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize
the Issuing Banks’ future Fronting Exposure (after giving effect to subsection 8.17) with respect to such Defaulting Bank with respect
to future Letters of Credit issued under this Agreement, in accordance with subsection 5.1; sixth, to the payment of any amounts
owing to the Banks, the Issuing Banks or Swing Line Banks as a result of any judgment of a court of competent jurisdiction obtained by
any Bank, the Issuing Banks or Swing Line Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its
obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing
to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Bank
as a result of such Defaulting Bank’s breach of its obligations under this Agreement; and eighth, to such Defaulting Bank
or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loans or L/C Exposure in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in subsection 10.2 were satisfied
or waived, such payment shall be applied solely to pay the Loans of, and L/C Exposure owed to, all non-Defaulting Banks on a pro rata
basis prior to being applied to the payment of any Loans of, or L/C Exposure owed to, such Defaulting Bank until such time as all Loans
and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Banks pro rata in accordance with
the applicable Commitments without giving effect to subsection 8.17(c). Any payments, prepayments or other amounts paid or payable to
a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this subsection
8.17 shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto.


 






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SECTION 9. REPRESENTATIONS AND WARRANTIES


 


To induce the Syndication Agents,
the Administrative Agent and the Banks to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit,
the Company and each Subsidiary Borrower (insofar as the representations and warranties by such Subsidiary Borrower relate to it) hereby
represents and warrants to each Syndication Agent, the Administrative Agent and each Bank that:


 


9.1
Financial Condition. The audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31,
2020 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst &
Young LLP, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received
such copies, present fairly the consolidated financial position of the Company and its consolidated Subsidiaries as at such date, and
the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidating
balance sheet of the Company and its consolidated Subsidiaries as at July 3, 2021 and the related unaudited consolidating statement
of operations and retained earnings for the portion of the fiscal year ended on July 3, 2021, present fairly the consolidating financial
position of the Company and its consolidated Subsidiaries as at such date, and the consolidating results of their operations for the fiscal
year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case
may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance
sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual
forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which
is not reflected in the foregoing statements or referred to in the notes thereto. During the period from July 3, 2021 to and including
the Closing Date, there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any
material part of their consolidated business or property and no purchase or other acquisition of any business or property (including any
Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company and its consolidated Subsidiaries
at July 3, 2021 except as disclosed in writing to the Banks prior to the Closing Date or disclosed in any of the Company’s
filings with the Securities and Exchange Commission prior to the date hereof.


 






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9.2
No Change. Since December 31, 2020 there has been no development or event which has had or could reasonably be expected
to have a Material Adverse Effect.


 


9.3
Corporate Existence; Compliance with Law. The Company and each of its Subsidiaries (a) is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority,
and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which
it is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where
the failure to be duly qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, and (d) is
in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


9.4
Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries has the corporate or other
power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder
and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution,
delivery and performance of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with
the execution, delivery, performance, validity or enforceability of the Credit Documents. This Agreement has been, and each other Credit
Document to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such
Subsidiary, as the case may be. This Agreement constitutes, and each other Credit Document to which it is a party when executed and delivered
will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto enforceable against the
Company or such Subsidiary, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).


 


9.5
No Legal Bar. The execution, delivery and performance of the Credit Documents to which the Company or any of its Subsidiaries
is a party, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or Contractual Obligation
of the Company or of any of its Subsidiaries (except for violations of Contractual Obligations which, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect) and will not result in, or require, the creation or imposition of
any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation, except
for the Liens expressly permitted by subsection 12.3.


 


9.6
No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority
is pending or, to the knowledge of the Company, threatened by or against the Company or any of its Subsidiaries or against any of its
or their respective properties or revenues with respect to any of the Credit Documents or any of the transactions contemplated hereby
or thereby.


 


9.7
No Default. No Default or Event of Default has occurred and is continuing.


 


9.8
Ownership of Property; Liens. Each of the Company and its Subsidiaries has good record and marketable title in fee simple
to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property,
except where the failure to have such title or such leasehold interest, as the case may be, could not reasonably be expected to have a
Material Adverse Effect, and none of such property is subject to any Lien except as permitted by subsection 12.3.


 






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9.9
Intellectual Property. Each of the Company and each of its Subsidiaries owns, or is licensed to use, all domestic and foreign
trademarks, tradenames, patents and patent applications, copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which
could not reasonably be expected to have a Material Adverse Effect. No claim has been asserted and is pending or, to the knowledge of
the Company, has been threatened by any Person challenging or questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property which could reasonably be expected to have a Material Adverse Effect, nor does the Company
know of any valid basis for any such claim. The use of such Intellectual Property by the Company and its Subsidiaries does not infringe
on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have
a Material Adverse Effect.


 


9.10
Local Currency Facilities. Schedule 9.10 sets forth, as of the Closing Date, all Local Currency Facilities (including the
Local Currency Borrower, Local Currency Banks, Local Currency Facility Agent, Local Currency Facility Maximum Borrowing Amount and Local
Currency Bank Maximum Borrowing Amount with respect thereto).


 


9.11
Taxes. Each of the Company and its consolidated Subsidiaries has filed or caused to be filed all tax returns which, to the
knowledge of the Company, are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments
made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental
Authority (other than any unfiled tax returns for taxes, and unpaid taxes, fees and other charges, (a) the amount or validity of
which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP
have been provided on the books of the Company or its consolidated Subsidiaries, as the case may be, or (b) which in each case, individually
or in the aggregate, would not cause the Company and its consolidated Subsidiaries to have a liability in excess of $100,000,000 or the
Dollar Equivalent Amount thereof); no notice of tax Lien has been filed, and, to the knowledge of the Company, no claim is being asserted
by any taxing authority, with respect to any such tax, fee or other charge except for claims the amount or validity of which are currently
being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided
on the books of the Company or its consolidated Subsidiaries, as the case may be, and claims for amounts which, in the aggregate, do not
exceed $100,000,000.


 


9.12
Federal Regulations. No part of the proceeds of any Loans will be used for “purchasing” or “carrying”
any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time
hereafter in effect or for any purpose which violates the provisions of the regulations of such Board of Governors. If requested by any
Bank or the Administrative Agent, the Company will furnish to the Administrative Agent and each Bank a statement to the foregoing effect
in conformity with the requirements of FR Form U-1 referred to in said Regulation U.


 






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9.13
ERISA. Each Plan which is intended to be qualified under Section 401(a) (or 403(a) as appropriate) of the
Code and each related trust agreement, annuity contract or other funding instrument which is intended to be tax-exempt under Section 501(a) of
the Code is so qualified and tax-exempt and has been so qualified and tax-exempt during the period from its adoption to date. No event
has occurred in connection with which the Company or any Commonly Controlled Entity or any Plan, directly or indirectly, could reasonably
be expected to be subject to any material liability under ERISA, the Code or any other law, regulation or governmental order or under
any agreement, instrument, statute, rule of law or regulation pursuant to or under which the Company or a Subsidiary has agreed to
indemnify or is required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements
of, any such statute, regulation or order. No Reportable Event has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with
the applicable provisions of ERISA and the Code. Excluding those arrangements set forth on Schedule 9.13, the present value of all accrued
benefits under each Single Employer Plan maintained by the Company or any Commonly Controlled Entity or for which the Company or any Commonly
Controlled Entity has or could have any liability (based on those assumptions used to fund the Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such
accrued benefits by more than 10%. Neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from
any Multiemployer Plan, and neither the Company nor any Commonly Controlled Entity could reasonably be expected to become subject to any
material liability under ERISA if the Company or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan
is Insolvent, and neither the Company nor any Commonly Controlled Entity has received notice that any Multiemployer Plan is in “endangered”
or “critical” condition (within the meaning of Section 432 of the Code or Section 305 of ERISA). The present value
(determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating)
of the unfunded liability of the Company and each Commonly Controlled Entity for benefits under all unfunded retirement or severance plans,
programs, policies or other arrangements (including, without limitation, post-retirement benefits to be provided to their current and
former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA)), whether or not funded,
does not, in the aggregate, exceed $100,000,000 (excluding those arrangements set forth on Schedule 9.13).


 


9.14
Investment Company Act; Other Regulations. Neither the Company nor any Subsidiary of the Company is an “investment
company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company
Act of 1940, as amended. Neither the Company nor any Subsidiary of the Company is subject to regulation under any Federal or State statute
or regulation which specifically limits its ability to incur Indebtedness.


 


9.15
Subsidiaries. The outstanding stock and securities (or other evidence of ownership) of the Subsidiaries, partnerships or
joint ventures owned by the Company and its Subsidiaries are owned by the Company and its Subsidiaries free and clear of all Liens, warrants,
options or rights of others of any kind whatsoever except for Liens permitted by subsection 12.3. Schedule 9.15 is a complete list
of all Subsidiaries that, as of the Closing Date, are required to execute a Subsidiary Guarantee pursuant to subsection 11.9.


 


9.16
Accuracy and Completeness of Information. No document furnished or statement made in writing to the Banks by the Company
in connection with the negotiation, preparation or execution of this Agreement or any of the other Credit Documents contains any untrue
statement of a material fact, or omits to state any such material fact necessary in order to make the statements contained therein not
misleading, in either case which has not been corrected, supplemented or remedied by subsequent documents furnished or statements made
in writing to the Banks.


 






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9.17
Purpose of Loans. The proceeds of the Loans and Letters of Credit shall be used by the Company for general corporate purposes
of the Company and, to the extent permitted hereunder, its Subsidiaries, including working capital in the ordinary course of business,
letters of credit, repayment, prepayment or purchase of long-term indebtedness and acquisitions, and shall not be used, and the Company
shall procure that its Subsidiaries and their respective directors, officer, employees and agents shall not use, the proceeds of the Loans
and Letters of Credit, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money,
or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (c) in a manner that would
result in the violation of any Sanctions applicable to any party hereto.


 


9.18
Environmental Matters. Except as set forth on Schedule 9.18 or as could not, in the aggregate, reasonably be expected to
have a Material Adverse Effect:


 


(a)  The facilities
and properties owned or operated by the Company or any of its Subsidiaries (the “Properties”) do not contain, and to
the knowledge of the Company or its Subsidiaries, have not previously contained, any Materials of Environmental Concern in amounts or
concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability
under, any applicable Environmental Law.


 


(b)  The Properties
and all operations at the Properties are in compliance with all applicable Environmental Laws, and there is no contamination at, under
or to the knowledge of the Company about the Properties or violation of any Environmental Law with respect to the Properties or the business
operated by the Company or any of its Subsidiaries (the “Business”) which could materially interfere with the continued
operation of the Properties or the Business.


 


(c)  Neither
the Company nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business,
nor does the Company or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being
threatened.


 


(d)  To the knowledge
of the Company or any of its Subsidiaries, Materials of Environmental Concern have not been transported or disposed of from the Properties
in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental
Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties
in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.


 


(e)  No judicial
proceeding or governmental or administrative action is pending or, to the knowledge of the Company or any of its Subsidiaries, threatened,
under any Environmental Law to which the Company or any Subsidiary is or to the knowledge of the Company will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or
other orders, or other analogous administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties
or the Business.


 


(f)  There has
been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the
operations of the Company or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation
of or in amounts or in a manner that could reasonably give rise to liability under any applicable Environmental Laws.


 






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(g)  Neither
the Company nor any Subsidiary has assumed any liability of any other Person under Environmental Laws.


 


9.19
Anti-Corruption Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures designed
to ensure compliance by the Company, any Person that is an Affiliate of the Company under clause (ii) of the definition of Affiliate,
its Subsidiaries and their respective directors, officers, employees and, to the extent commercially reasonable, agents with Anti-Corruption
Laws and applicable Sanctions. The Company, its Affiliates, its Subsidiaries and their respective directors, officers and employees and,
to the knowledge of the Company, its advisors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all
material respects. None of (a) the Company, any Affiliate or any Subsidiary or, to the knowledge of the Company, any of their respective
directors, officers or employees, or (b) to the knowledge of the Company, any advisor or agent of the Company, any Affiliate or any
Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
The transactions contemplated by this Agreement will not violate Anti-Corruption Laws or applicable Sanctions.


 


9.20
Affected Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 10. CONDITIONS PRECEDENT


 


10.1
Conditions to Closing Date. The occurrence of the Closing Date, and the agreement of each Bank to make the initial Extension
of Credit requested to be made by it on or after the Closing Date, shall be subject to the satisfaction, on or prior to September 30,
2021, of the following conditions precedent:


 


(a)  Credit
Documents. The Administrative Agent (or its counsel) shall have received (i) this Agreement, executed and delivered by a duly
authorized officer of the Administrative Agent, each Bank, the Company and each Subsidiary that will be a Subsidiary Borrower party hereto
on the Closing Date, (ii) a Company Guarantee executed and delivered by a duly authorized officer of the Company and (iii) a
Subsidiary Guarantee, executed and delivered on behalf of each Domestic Subsidiary listed on Schedule 9.15 by a duly authorized officer
of such Domestic Subsidiary.


 


(b)  Corporate
Proceedings of each Loan Party. The Administrative Agent shall have received copies of the resolutions, in form and substance satisfactory
to the Administrative Agent, of the Board of Directors (or other governing body) of each Loan Party (except any Foreign Subsidiary Borrower)
authorizing (i) the execution, delivery and performance of each Credit Document to which it is a party and (ii) in the case
of each Borrower (except any Foreign Subsidiary Borrower), the borrowings contemplated hereunder, certified by the Secretary, an Assistant
Secretary, or the Vice President and General Counsel of such Loan Party as of the Closing Date, which certificate shall be in form and
substance satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified,
revoked or rescinded.


 


(c)  Fees
and Expenses. The Administrative Agent shall have received or shall substantially simultaneously with the closing receive the fees
and expenses to be received on or prior to the Closing Date pursuant to subsection 8.1(c).


 






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(d)  Legal
Opinions. The Administrative Agent shall have received the following executed legal opinions:


 


(i)  the executed
legal opinion of Chapman and Cutler LLP, counsel to the Company and the Domestic Subsidiaries providing the Subsidiary Guarantee, substantially
in the form of Exhibit G-1, with such modifications therein as shall be reasonably requested or approved by the Administrative Agent;
and


 


(ii)  the executed
legal opinion of Gregory P. Tarpinian, general counsel of the Company, substantially in the form of Exhibit G-2, with such modifications
therein as shall be reasonably requested or approved by the Administrative Agent.


 


Each such legal opinion shall cover
such other matters incident to the transactions contemplated by this Agreement and the other Credit Documents as the Administrative Agent
may reasonably require.


 


(e)  No Material
Litigation. No litigation, inquiry, injunction or restraining order shall be pending, entered or threatened (including any proposed
statute, rule or regulation) which in the reasonable judgment of any Bank could have a Material Adverse Effect.


 


(f)  Existing
Credit Agreement. (i) Other than with respect to the reallocation of participations in Letters of Credit and Swing Line Loans
as set forth in clause (ii) below, any principal, interest, fees or other amounts owing or accrued and unpaid under the Existing
Credit Agreement to any Person which is a Bank under (and as defined in) the Existing Credit Agreement shall have been paid in full to
such Person and (ii) the participations in Letters of Credit and Swing Line Loans outstanding under the Existing Credit Agreement
immediately prior to the Closing Date will be reallocated so as to be held by the Banks ratably in accordance with their respective Commitments.


 


(g)  Additional
Matters. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions
contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative
Agent.


 


(h)  KYC Information.
Each Bank shall have received all documentation and other information required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case at least five days
prior to the Closing Date.


 


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


 


10.2
Conditions to Each Extension of Credit. The agreement of each Bank to make any Extension of Credit requested to be made
by it on any date (including, without limitation, its initial Extension of Credit, but excluding any Committed Rate Loan made pursuant
to a Notice of Swing Line Refunding, pursuant to subsections 5.5(c) or 6.3 or pursuant to subsection 8.12(c) if the Dollar Equivalent
Amount thereof is not increased) is subject to the applicable Borrower’s delivery of a Notice of Borrowing or Notice of Swing Line
Borrowing, as applicable, in accordance with the terms hereof and the satisfaction of the following conditions precedent:


 


(a)  Representations
and Warranties. Each of the representations and warranties made by the Company and its Subsidiaries in or pursuant to the Credit Documents
(other than subsections 9.2 and 9.6) shall be true and correct in all material respects on and as of such date as if made on and as of
such date except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations
and warranties are true and correct as of such earlier date.


 






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(b)  No Default.
No Default or Event of Default shall have occurred and be continuing on such date after giving effect to the Extension of Credit requested
to be made on such date.


 


(c)  Hong
Kong Dollar Borrowing. In the case of the first requested borrowing in Hong Kong Dollars subsequent to the Closing Date, the Administrative
Agent shall have received such additional information as reasonably requested by the Administrative Agent to comply with applicable “know
your customer” and regulatory requirements in connection with the making of Loans in Hong Kong Dollars.


 


(d)  Borrowing
Certificate. In the case of the first requested borrowing subsequent to the Closing Date, the Administrative Agent shall have received
a certificate of the Company, dated as of such date, substantially in the form of Exhibit E, with appropriate insertions and attachments,
satisfactory in form and substance to the Administrative Agent, executed by any Responsible Officer of the Company.


 


(e)  Foreign
Subsidiary Borrowers. In the case of the first requested borrowing by each Foreign Subsidiary Borrower, the Company shall deliver
and, in the case of any Foreign Subsidiary Borrower organized under the laws of Hong Kong, the Banks shall deliver (solely with respect
to clause (iii) below) to the Administrative Agent (i) on or prior to such date a copy of the resolutions (or other comparable
document under applicable law), in form and substance satisfactory to the Administrative Agent, of the Board of Directors (or other governing
body) of such Foreign Subsidiary Borrower authorizing (1) the execution, delivery and performance of each Credit Document to which
it will be party and (2) the borrowings contemplated hereunder, certified by the Secretary or an Assistant Secretary or other authorized
officer of such Foreign Subsidiary Borrower as of the Borrowing Date, which certificate shall be in form and substance reasonably satisfactory
to the Administrative Agent and shall state that the resolutions (or other comparable document under applicable law) thereby certified
have not been amended, modified, revoked or rescinded (ii) in the case of any Foreign Subsidiary Borrower organized under the laws
of Hong Kong, a Foreign Subsidiary Opinion with respect to such Foreign Subsidiary Borrower, (iii) five Business Days prior to such
date all documentation and other information required by regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including any additional information requested by the Banks in connection with subsection
15.17 and (iv) five Business Days prior to such date, to the extent such Foreign Subsidiary Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Foreign Subsidiary
Borrower.


 


Each request for an Extension of Credit by any
Borrower shall constitute a representation and warranty by the Company and such Borrower that as of the date of such Extension of Credit
the conditions contained in this subsection 10.2 have been satisfied.


 






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SECTION 11. AFFIRMATIVE COVENANTS


 


The Company hereby agrees that,
so long as the Commitments remain in effect, any Letter of Credit remains outstanding and unpaid or any Loan or any other amount is owing
to any Bank, any Syndication Agent or the Administrative Agent hereunder or under any Local Currency Facility, the Company shall and (except
in the case of delivery of financial information, reports and notices) shall cause each of its Subsidiaries to:


 


11.1 
Financial Statements. Furnish to the Administrative Agent:


 


(a) as soon
as available, but in any event within the earlier of (i) 120 days after the end of each fiscal year of the Company or (ii) 30
days after the date on which such financial statements are required to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, a copy of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end
of such year and the related consolidated statements of operations and shareholders’ equity and of cash flows for such year, setting
forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification
or exception, or qualification arising out of the scope of the audit, by Ernst & Young or other independent certified public
accountants of nationally recognized standing reasonably acceptable to the Required Banks; provided that the Company may in lieu
of furnishing such financial statements furnish to the Administrative Agent its Form 10-K filed with the Securities and Exchange
Commission or any successor or analogous Governmental Authority for such year;


 


(b) as soon
as available, but in any event within the earlier of (i) 60 days after the end of each of the first three quarterly periods of each
fiscal year of the Company or (ii) 15 days after the date on which such financial statements are required to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, the unaudited consolidated balance sheet of the Company and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations and shareholders’ equity
and of cash flows of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end
of such quarter, setting forth in each case in comparative form the figures for such quarter of the previous year, certified by a Responsible
Officer as fairly presenting in all material respects when considered in relation to the consolidated financial statements of the Company
and its consolidated Subsidiaries (subject to normal year-end audit adjustments); provided that the Company may in lieu of furnishing
such unaudited consolidated balance sheet furnish to the Administrative Agent its Form 10-Q filed with the Securities and Exchange
Commission or any successor or analogous Governmental Authority for the relevant quarterly period; and


 


The financial statements to be furnished pursuant
to this subsection 11.1 shall fairly present the consolidated (or consolidating) financial position and results of operations of the Company
and its consolidated Subsidiaries in accordance with GAAP (subject, in the case of subsection 11.1(b), to normal year-end audit adjustments
and the absence of complete footnotes) applied consistently throughout the periods reflected therein and with prior periods (except as
approved by such accountants or Responsible Officer, as the case may be, and disclosed therein). Any information available on the website
of the Company at www.arrow.com or filed with the Securities and Exchange Commission under the Securities Act of 1933 and available on
www.sec.gov shall be deemed to have been furnished to the Administrative Agent upon the giving of notice by the Company to the Administrative
Agent that such information has been made available on any of such websites.


 






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11.2
  Certificates; Other Information. Furnish to the Administrative Agent (or in the case of paragraph (h) below, the applicable
Bank):


 


(a) concurrently
with the delivery of the financial statements referred to in subsection 11.1(a), a certificate of the independent certified public accountants
reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default
or Event of Default, except as specified in such certificate;


 


(b) concurrently
with the delivery of the financial statements referred to in subsection 11.1(a), a certificate of a Responsible Officer substantially
in the form of Exhibit H;


 


(c) concurrently
with the delivery of the financial statements referred to in subsection 11.1(a) and (b), a certificate of a Responsible Officer (i) stating
that, to the best of such Responsible Officer’s knowledge, the Company has observed and performed all of its covenants and other
agreements contained in this Agreement and the other Credit Documents to which it is a party to be observed or performed by it, (ii) that
such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified therein and (iii) setting
forth calculations supporting compliance with subsection 12.1;


 


(d) as soon
as delivered, a copy of the letter, addressed to the Company, of the certified public accountants who prepared the financial statements
referred to in subsection 11.1(a) for such fiscal year and otherwise referred to as a “management letter”;


 


(e) within five
days after the same are sent, copies of all financial statements and reports which the Company sends to its stockholders generally, and
within five days after the same are filed, copies of all financial statements and reports which the Company or any of its Subsidiaries
may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority;


 


(f) concurrently
with the delivery of the financial statements referred to in subsections 11.1(a) and 11.1(b), a certificate of a Responsible Officer
(i) setting forth the name of each Foreign Subsidiary Borrower and each outstanding Swing Line Loan, Competitive Advance Loan, Local
Currency Loan made and Letter of Credit issued to the Foreign Subsidiary Borrowers as of the date of such financial statements and (ii) certifying
that (x) the Borrower is in compliance with subsection 11.9 and setting forth calculations in reasonable detail supporting compliance
with such subsection and (y) each Foreign Subsidiary Opinion required to be delivered pursuant to subsection 11.10 or the definition
of Foreign Subsidiary Borrower has been so delivered;


 


(g) promptly
following request by the Administrative Agent thereof, (i) copies of any documents described in Sections 101(k) or 101(l) of
ERISA that the Company or any Commonly Controlled Entity may request with respect to any Multiemployer Plan or (ii) any plan funding
notices described in Section 101(f) of ERISA with respect to any Single Employer Plan or any Multiemployer Plan provided to
or received by the Company or any Commonly Controlled Entity; provided, that if the Company or any Commonly Controlled Entity has
not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable
request of the Administrative Agent, the Company and/or the Commonly Controlled Entities shall promptly make a request for such documents
or notices from such administrator or sponsor and the Company shall provide copies of such documents and notices to the Administrative
Agent promptly after receipt thereof; and


 






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(h) promptly,
such additional documents, instruments, legal opinions or financial and other information as the Administrative Agent or any Bank may
from time to time reasonably request, including, for the avoidance of doubt, for purposes of compliance with applicable “know your
customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.


 


Any information available on
the website of the Company at www.arrow.com or filed with the Securities and Exchange Commission under the Securities Act of 1933 and
available on www.sec.gov shall be deemed to have been furnished to the Administrative Agent (or Bank, if applicable) upon the giving of
notice by the Company to the Administrative Agent (or Bank, if applicable) that such information has been made available on any of such
websites.


 


11.3 
Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all its obligations of whatever nature, including, without limitation, all obligations in respect of taxes, except where
the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP
with respect thereto have been provided on the books of the Company or its Subsidiaries, as the case may be, or where the failure to pay,
discharge or otherwise satisfy could not reasonably be expected to have a Material Adverse Effect.


 


11.4 
Conduct of Business and Maintenance of Existence. (a)  Continue to engage in business of the same general type as now
conducted by it and preserve, renew and keep in full force and effect its corporate existence in their respective jurisdictions of incorporation
or organization and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal
conduct of its business except as otherwise permitted pursuant to subsection 12.4; comply with all Contractual Obligations and Requirements
of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect; and (b) maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, any Person that
is an Affiliate of the Company under clause (ii) of the definition of Affiliate, its Subsidiaries and their respective directors,
officers, employees and, to the extent commercially reasonable, agents with Anti-Corruption Laws and applicable Sanctions.


 


11.5 
Maintenance of Property; Insurance. Keep all property useful and necessary in its business in good working order and condition,
except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain with financially sound
and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including
in any event public liability, product liability and business interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business; and furnish to the Administrative Agent, upon written request, full information as
to the insurance carried.


 


11.6 
Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which the entries are,
in all material respects, full, true and correct in conformity with sound business practice and all Requirements of Law of all dealings
and transactions in relation to its business and activities; and, upon reasonable notice under the circumstances, permit representatives
of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records
at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and
other condition of the Company and its Subsidiaries with officers and employees of the Company and its Subsidiaries and with its independent
certified public accountants.


 






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11.7 
Notices. Promptly, after the Company becomes aware thereof, give notice to the Administrative Agent of:


 


(a) the occurrence
of any Default or Event of Default;


 


(b) any (i) default
or event of default under any Contractual Obligation of the Company or any of its Subsidiaries or (ii) litigation, investigation
or proceeding which may exist at any time between the Company or any of its Subsidiaries and any Governmental Authority, which in either
case of clauses (i) or (ii), if not cured or if adversely determined, as the case may be, could reasonably be expected to have a
Material Adverse Effect or cause a Default or an Event of Default;


 


(c) any litigation
or proceeding affecting the Company or any of its Subsidiaries (i) in which the amount involved is $100,000,000 or more and not covered
by insurance or (ii) in which injunctive or similar relief is sought which could reasonably be expected to have a Material Adverse
Effect;


 


(d) the following
events: (i) the occurrence or expected occurrence of any Reportable Event with respect to any Single Employer Plan, a failure to
make any required contribution to a Plan that could reasonably be expected to have a Material Adverse Effect, the creation of any Lien
in favor of the PBGC or a Plan, the termination (other than a standard termination under Section 4041(b) of ERISA) of or withdrawal
from any Single Employer Plan or Multiemployer Plan, or the Insolvency of any Multiemployer Plan, or (ii) the institution of proceedings
or the taking of any other action by the PBGC or the Company or any Commonly Controlled Entity or any Single Employer Plan or Multiemployer
Plan with respect to the withdrawal from or the termination (other than a standard termination under Section 4041(b) of ERISA)
of any Single Employer Plan or Multiemployer Plan, or the Insolvency of any Multiemployer Plan;


 


(e) any change,
development or event involving a prospective change, which has had or could reasonably be expected to have a Material Adverse Effect;
and


 


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


 


Each notice pursuant to this subsection shall
be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action
the Company proposes to take with respect thereto.


 


11.8
  Environmental Laws.


 


(a) Comply with,
and take all reasonable efforts to ensure compliance by all tenants and subtenants, if any, in all material respects with, all applicable
Environmental Laws and obtain and comply in all material respects with and maintain, and undertake all reasonable efforts to ensure that
all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.


 






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(b) Conduct
and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental
Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental
Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings
could not reasonably be expected to have a Material Adverse Effect.


 


11.9 
   Additional Subsidiary Guarantees. In the event that the total assets of any Domestic Subsidiary which is not a Guarantor
and that owns any assets or generates any revenues (excluding any Domestic Subsidiary the sole activities of which consist of entering
into one or more Permitted Receivables Securitizations) exceed 5% of Total Assets as of the end of any fiscal quarter, take all actions
necessary to cause such Domestic Subsidiary to execute and deliver a Subsidiary Guarantee, within 30 days of the occurrence of such event;
notwithstanding the foregoing, Arrow Global Supply Chain Services, Inc. shall not be required to deliver a Subsidiary Guarantee.


 


11.10
  Foreign Subsidiary Borrowers. Within 45 days after the Closing Date, the Company shall deliver to the Administrative Agent
(i) an executed Foreign Subsidiary Opinion of counsel to each Foreign Subsidiary Borrower (other than any Foreign Subsidiary Borrower
with respect to which a Foreign Subsidiary Opinion was previously delivered) that is a party to this Agreement on the Closing Date if
the aggregate Exposure of such Foreign Subsidiary Borrower owing to all Banks as of the Closing Date exceeds $20,000,000 and (ii) a
copy of all documentation with respect to all Local Currency Facilities.


 


SECTION 12. NEGATIVE COVENANTS


 


The Company hereby agrees that,
so long as the Commitments remain in effect, any Letter of Credit remains outstanding and unpaid or any other amount is owing to any Bank,
any Syndication Agent or the Administrative Agent hereunder, any other Credit Document or under any Local Currency Facility:


 


12.1
   Financial Condition Covenants. The Company shall not permit the Consolidated Leverage Ratio on the last day of any fiscal
quarter ending after the Closing Date to exceed a ratio of 4.00 to 1.00.


 


12.2
    Limitation on Indebtedness of Subsidiaries. The Company shall not permit any of its Subsidiaries to, and the Subsidiaries
shall not, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except (a) any Indebtedness of Subsidiaries
pursuant to any of the Credit Documents, (b) any Indebtedness of any Domestic Subsidiary otherwise permitted hereunder so long as
such Domestic Subsidiary shall have executed and delivered to the Administrative Agent a Subsidiary Guarantee and such Subsidiary Guarantee
shall be in full force and effect, (c) cash pooling arrangements in connection with cash management systems entered into by the Company
or any Subsidiaries in the ordinary course of business; provided that such arrangements do not have a negative balance, (d) Indebtedness
in respect of drafts on Italian banks with regard to working capital needs in the ordinary course of business, (e) Indebtedness of
Subsidiaries (other than Subsidiaries that are Guarantors) incurred to finance the acquisition, construction or improvement of any fixed
or capital assets, including Capital Lease Obligations, and extensions, renewals and replacements of any such Indebtedness that do not
increase the aggregate outstanding principal amount thereof (provided that any such Indebtedness is incurred prior to or within
180 days after such acquisition or the completion of such construction or improvement) in an aggregate amount up to $100,000,000 in addition
to such Indebtedness outstanding on the Closing Date and specified on Schedule 12.2, (f) Indebtedness of any Foreign Subsidiary owing
to the Company or any other Subsidiary, (g) Indebtedness outstanding on the date hereof and specified on Schedule 12.2 and any refinancings,
refundings, renewals or extensions thereof (without increasing the principal amount thereof, or shortening the maturity of the principal
amount thereof), (h) Indebtedness consisting of liabilities of Subsidiaries in respect of Permitted Receivables Securitizations in
an aggregate amount up to $2,500,000,000, (i) any other Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed
$400,000,000 in addition to Indebtedness of Foreign Subsidiaries outstanding on the Closing Date and specified on Schedule 12.2, (j) Indebtedness
arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including Indebtedness consisting
of the deferred purchase price of acquired property), or from guaranties or letters of credit, surety bonds or performance bonds securing
the performance of the Company or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or permitted dispositions
of any business, assets or Subsidiary of the Company or any of its Subsidiaries, (k) Indebtedness of a Person or Indebtedness attaching
to assets of a Person that in either case becomes a Subsidiary or Indebtedness attaching to assets that in either case are acquired by
the Company or any of its Subsidiaries, provided that such Indebtedness existed at the time such Person became a Subsidiary or
at the time such assets were acquired and, in each case, was not created in contemplation or in connection thereof, and any extension,
renewal an replacement of any such Indebtedness that do not increase the outstanding principal amount thereof, (l) Indebtedness of
any Domestic Subsidiary owing to the Company or any other Domestic Subsidiary and (m) any other Indebtedness in an aggregate principal
amount outstanding not to exceed $200,000,000.


 






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12.3   
Limitation on Liens. The Company shall not, and shall not permit any of its Domestic Subsidiaries to, directly or indirectly,
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:


 


(a) Liens for
taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect
thereto are maintained on the books of the Company or its Domestic Subsidiaries, as the case may be, in conformity with GAAP;


 


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


 


(c) pledges
or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance arrangements;


 


(d) Liens in
connection with the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(e) easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the Company or such Domestic Subsidiary;


 


(f)  Liens created
in connection with Indebtedness incurred pursuant to subsection 12.2(h);


 


(g) Liens securing
Indebtedness permitted by subsection 12.2(k) and any Lien existing on any property or asset prior to the acquisition thereof by the
Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to
the time such Person becomes a Subsidiary; provided that, in each case, (i) such Lien is not created in contemplation of or
in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any
other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures
on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;


 






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(h)  Liens on
fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, including with respect to Capital Lease Obligations;
provided that (i) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after
such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed the
cost of acquiring, constructing or improving such fixed or capital assets and (iii) such security interests shall not apply to any
other property or assets of the Company or any Subsidiary;


 


(i)   any Lien
on a bank account of the Company or any Subsidiary arising in connection with the cash pooling arrangements referred to in subsection
12.2(c);


 


(j)   Liens arising
out of any judgment or award (i) with respect to which an appeal or proceeding for review is being prosecuted in good faith by appropriate
proceedings diligently conducted, and with respect to which a stay of execution is in effect; and (ii) that does not constitute an
Event of Default under clause (i) of Section 13;


 


(k)  Liens (not
otherwise permitted hereunder) which secure obligations not exceeding (as to the Company and all Domestic Subsidiaries) a Dollar Equivalent
Amount equal to $100,000,000 at any time outstanding; and


 


(l)   Liens on
Customer Funded Assets and proceeds thereof granted in the ordinary course of business in favor of customers (or their financing sources
or agents) of the Company and its Subsidiaries.


 


12.4   
Limitation on Fundamental Changes. The Company shall not, and shall not permit any of its Domestic Subsidiaries to, directly
or indirectly, enter into any merger, consolidation or amalgamation, consummate a division, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of
its property, business or assets, except:


 


(i)   any Domestic
Subsidiary may be merged or consolidated (a) with or into the Company (provided that the Company shall be the continuing or
surviving corporation), (b) with or into any wholly owned Domestic Subsidiary or (c) with or into any other Person if the Company
would be permitted to sell the Capital Stock of such Subsidiary directly to such Person under this subsection 12.4; and


 


(ii) 
any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation,
dissolution, division or otherwise) or the Capital Stock of any other Domestic Subsidiary (a) to the Company, (b) to any wholly
owned Domestic Subsidiary or (c) to any other Person if the Company would be permitted to sell such assets directly to such Person
under this subsection 12.4;


 






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for
the avoidance of doubt, the Company shall be permitted to convey, sell, lease, assign or otherwise dispose of the Capital Stock of any
Subsidiary if, at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, such Capital Stock
would not constitute all or substantially all of the Company’s property, business or assets.


 


12.5   
[Reserved].


 


12.6
    Limitations on Acquisitions. The Company shall not, and shall not permit any of its Subsidiaries to, purchase any assets
constituting a business unit of, or the Capital Stock of, any Person, or make any investment in or loan or advance to any joint venture
except for (a) investments in Existing Joint Ventures on the Closing Date and investments in an aggregate amount not to exceed $50,000,000
in such Existing Joint Ventures in excess of investments in existence on the Closing Date, and (b) Permitted Joint Ventures and Permitted
Acquisitions; provided that immediately prior to and after giving effect to such investment in a Permitted Joint Venture or Permitted
Acquisition:


 


(i)    no Default
or Event of Default shall have occurred and be continuing; and


 


(ii)  such Permitted
Joint Ventures and Permitted Acquisitions are funded (x) with common stock of the Company; or (y) cash or other consideration,
so long as, at the time of and after giving pro forma effect to such Permitted Joint Venture or Permitted Acquisition funded with consideration
other than common stock of the Company, either (A) the Consolidated Leverage Ratio is less than or equal to 4.00 to 1.00 or (B) the
Company has Liquidity of at least $450,000,000; provided that the criteria set forth under this clause (b)(ii) shall not be
a condition to investments in Permitted Joint Ventures or Permitted Acquisitions for aggregate consideration not exceeding $100,000,000
in each fiscal year of the Company.


 


SECTION 13. EVENTS OF DEFAULT


 


If any of the following events
shall occur and be continuing:


 


(a)  (i) Any
Specified Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation owing by it when due (whether at the stated
maturity, by acceleration or otherwise) in accordance with the terms hereof; or (ii) any Local Currency Borrower shall fail to pay
any principal of on any Local Currency Loan when due in accordance with the applicable terms of the relevant Local Currency Facility;
or (iii) any Specified Borrower or Local Currency Borrower shall fail to pay any interest on any Loan or Local Currency Loan or any
fee or any other amount payable hereunder or under any Local Currency Facility, within five days after any such interest or other amount
becomes due in accordance with the terms thereof or hereof; or


 


(b)  Any representation
or warranty made or deemed made by the Company or any Subsidiary herein or in any other Credit Document or which is contained in any certificate,
document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Credit
Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or


 


(c) The Company
or any Subsidiary shall default in the observance or performance of any agreement contained in Section 12 and, with respect to subsections
12.2 and 12.3, such default shall continue unremedied for a period of 20 days; or


 






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(d) The Company
or any Subsidiary shall default in the observance or performance of any other agreement contained in this Agreement or any other Credit
Document (other than as provided in paragraphs (a) through (c) of this subsection), and such default shall continue unremedied
for a period of 30 days after the Company has knowledge thereof; or


 


(e) Any of the
Credit Documents shall cease, for any reason, to be in full force and effect, or the Company shall so assert in writing (except for the
termination of any Local Currency Facility if all Local Currency Loans and other amounts owing thereunder are paid in full); or


 


(f) The Company
or any of its consolidated Subsidiaries shall (i) default in any payment of principal of or interest of any Indebtedness (other than
the Loans and Reimbursement Obligations) or in the payment of any Guarantee Obligation or in connection with any Permitted Receivables
Securitization, in each case with an outstanding principal amount in excess of a Dollar Equivalent Amount equal to $100,000,000 when due
beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was
created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness,
Guarantee Obligation or Permitted Receivables Securitization or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to
permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent
on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness
to become due prior to its stated maturity or such Guarantee Obligation to become payable; or


 


(g)  (i) Any
Specified Borrower, or any Subsidiary that, directly or indirectly, accounts for more than 5% of Total Assets, at any date shall commence
any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate
it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the Company or any such Subsidiary shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against any Specified Borrower or any Subsidiary that directly
or indirectly accounts for more than 5% of Total Assets any case, proceeding or other action of a nature referred to in clause (i) above
which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged
or unbonded for a period of 60 days; or (iii) there shall be commenced against any Specified Borrower or any Subsidiary that directly
or indirectly accounts for more than 5% of Total Assets any case, proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any
such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or


 


(h)  (i) Any
Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975
of the Code) involving any Plan; (ii) any failure to meet applicable minimum funding standards (as defined in Section 412 of
the Code or Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or
a Plan shall arise on the assets of the Company or any Commonly Controlled Entity; (iii) a Reportable Event shall occur with respect
to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single
Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the
Required Banks, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iv) any Single Employer Plan
or Multiemployer Plan shall terminate for purposes of Title IV of ERISA, (v) the Company or any Commonly Controlled Entity shall,
or in the reasonable opinion of the Required Banks is likely to, incur any liability in connection with the termination of or withdrawal
from a Single Employer Plan or Multiemployer Plan or the Insolvency of a Multiemployer Plan; or (vi) any other event or condition
shall occur or exist with respect to a Single Employer Plan or Multiemployer Plan; and in each case in clauses (i) through (vi) above,
such event or condition, together with all other such events or conditions, if any, could reasonably be expected to subject the Company
to any tax, penalty or other liabilities in the aggregate material in relation to the business, operations, property or financial or other
condition of the Company; or


 






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(i)  One or more
judgments or decrees (other than those related to the litigation listed on Schedule 13(i) shall be entered against the Company or
any of its Subsidiaries involving in the aggregate a liability (not paid or fully covered by insurance) of a Dollar Equivalent Amount
equal to $100,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal
within 60 days from the entry thereof; or


 


(j)  The Company
Guarantee or any Subsidiary Guarantee shall cease, for any reason, to be in full force and effect (other than, in the case of any Subsidiary
Guarantee, in accordance with the terms thereof) or any Guarantor party thereto shall so assert; or


 


(k)  A Change
in Control shall occur;


 


then, and in any such event, (A) if such
event is an Event of Default specified in clause (i) or (ii) of paragraph (g) above with respect to any Specified Borrower
or Guarantor, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries
of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall become immediately due and payable
and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent
of the Required Banks, the Administrative Agent may, or upon the request of the Required Banks, the Administrative Agent shall, by notice
to the Company declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Required Banks, the Administrative Agent may, or upon the request of the Required Banks, the Administrative Agent shall,
by notice to the Company, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement
(including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit
shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due
and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of
an acceleration pursuant to the preceding sentence, the applicable Borrower shall at such time deposit in a cash collateral account opened
by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of Letters of Credit issued for its account.
Each Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest
in such cash collateral to secure all obligations of such Borrower under this Agreement and the other Credit Documents. Amounts held in
such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit,
and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied
to repay other obligations of the applicable Borrower hereunder. After all such Letters of Credit shall have expired or been fully drawn
upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the applicable Borrower hereunder shall have
been paid in full, the balance, if any, in such cash collateral account shall be returned to the applicable Borrower. The Borrowers shall
execute and deliver to the Administrative Agent, for the account of the Issuing Banks and the L/C Participants, such further documents
and instruments as the Administrative Agent may request to evidence the creation and perfection of the within security interest in such
cash collateral account.


 






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Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived.


 


SECTION 14. THE ADMINISTRATIVE AGENT; THE
SYNDICATION AGENTS;

THE ARRANGERS


 


14.1 
Appointment. Each Bank hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A., as the Administrative Agent
of such Bank under this Agreement and the other Credit Documents, and each such Bank irrevocably authorizes JPMorgan Chase Bank, N.A.,
as the Administrative Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this
Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly
set forth herein, or any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.


 


14.2 
Delegation of Duties. The Administrative Agent may execute any of their respective duties under this Agreement and the other
Credit Documents by or through Affiliates, branches, agents, sub-agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of
any agents or attorneys in-fact selected by it with reasonable care.


 


14.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under
or in connection with this Agreement or any other Credit Document (except for its or such Person’s own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Banks for any recitals, statements, representations or warranties made
by the Company or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement
or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Credit Document or for any failure of the Company to perform its obligations hereunder or thereunder. The Administrative Agent
shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement (other than conditions precedent set forth in subsection 10.1) or any other Credit Document,
or to inspect the properties, books or records of the Company.


 


14.4 
Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying,
upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, email or teletype
message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company),
independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence
of the Required Banks or all of the Banks, as may be required hereunder, as it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected from liability to the Banks in acting, or in refraining
from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Banks or all of the Banks,
as may be required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks
and their respective successors and assigns.


 






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14.5 
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default hereunder unless the Administrative Agent has received notice from a Bank or the Company referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give notice thereof to the Banks. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably directed by the Required Banks or all of the Banks, as
may be required hereunder; provided that unless and until the Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event
of Default as it shall deem advisable in the best interests of the Banks.


 


14.6 
Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Administrative Agent
nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties
to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed
to constitute any representation or warranty by the Administrative Agent to any Bank. Each Bank represents to the Administrative Agent
that it has, independently and without reliance upon the Administrative Agent or any other Bank, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other
condition and creditworthiness of the Company and made its own decision to make its Loans hereunder and enter into this Agreement and
the other Credit Documents to which it is or will be a party. Each Bank also represents that it will, independently and without reliance
upon the Administrative Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit
Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries. Except for notices, reports and other documents expressly required
to be furnished to the Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility
to provide any Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise),
prospects or creditworthiness of the Company and its Subsidiaries which may come into the possession of the Administrative Agent and any
Issuing Bank or any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.


 


14.7  Indemnification. The Banks agree to indemnify the Administrative Agent, each Swing Line Bank and each Issuing Bank in their
respective capacities as such (to the extent not reimbursed by the Company and without limiting the obligation of the Company to do so),
ratably according to their respective Revolving Commitment Percentages in effect on the date on which indemnification is sought under
this subsection (or, if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with their Revolving Commitment Percentages immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans) be imposed
on, incurred by or asserted against the Administrative Agent, any Swing Line Bank or any Issuing Bank in any way relating to or arising
out of this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Administrative Agent, any Swing Line Bank or any Issuing Bank under
or in connection with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative
Agent’s, such Swing Line Bank’s or such Issuing Bank’s, as the case may be, gross negligence or willful misconduct.
The agreements in this subsection shall survive the payment of the Loans, the Reimbursement Obligations and all other amounts payable
hereunder.


 






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14.8 
Administrative Agent in Its Individual Capacity. The Administrative Agent and its respective Affiliates may make loans to,
accept deposits from and generally engage in any kind of business with the Company and any of its Subsidiaries as though the Administrative
Agent were not the Administrative Agent hereunder and under the other Credit Documents. With respect to its Loans made or renewed by it
and with respect to any Letter of Credit issued or participated in by it, the Administrative Agent shall have the same rights and powers
under this Agreement and the other Credit Documents as any Bank and may exercise the same as though it were not the Administrative Agent,
and the terms “Bank” and “Banks” shall include the Administrative Agent in its respective individual capacities.


 


14.9 
Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to
the Banks; provided that any such resignation shall not be effective until a successor agent has been appointed and approved in
accordance with this subsection 14.9, and such successor agent has accepted its appointment. If the Administrative Agent shall resign
as Administrative Agent under this Agreement and the other Credit Documents, then the Required Banks shall appoint from among the Banks
a successor administrative agent(s) for the Banks, which successor agent shall be approved by the Company (which approval shall not
be unreasonably withheld or delayed or be required during the existence of an Event of Default), whereupon such successor administrative
agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall
mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and
duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative
Agent or any of the parties to this Agreement. After any retiring Administrative Agent’s resignation as Administrative Agent, the
provisions of this subsection shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Agreement and the other Credit Documents. If no successor(s) shall have been so appointed by the Required Banks
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Banks and the Issuing Banks, appoint a successor Administrative Agent, which shall
be a bank with an office in New York, New York, or an Affiliate of any such bank.


 






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14.10
The Arrangers and Syndication Agents. Each Bank acknowledges that none of the Arrangers and the Syndication Agents, in such
respective capacity, shall have any duties or responsibilities, or shall incur any liabilities, under this Agreement or the other Credit
Documents. None of the Arrangers and the Syndication Agents, in such respective capacity, shall have or deemed to have any fiduciary relationship
with any Bank.


 


14.11
Certain ERISA Matters. (a)  Each Bank (x) represents and warrants, as of the date such Person became a Bank party
hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party
hereto, for the benefit of the Administrative Agent, each Arranger and each of their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


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


 


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


 


(iii)  (A) such
Bank 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 Bank 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 Bank, the requirements
of subsection (a) of Part I of PTE 84-14 are, and will continue to be, satisfied with respect to such Bank’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 Bank.


 


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


 






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(c)  The Administrative
Agent, each Arranger and each Syndication Agent hereby informs the Banks that each such Person is not undertaking to provide investment
advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a
financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or
other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Credit Documents (ii) may
recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for
an interest in the Loans, the Letters of Credit or the Commitments by such Bank or (iii) may receive fees or other payments in connection
with the transactions contemplated hereby, the Credit 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.


 


14.12
Acknowledgements of Banks and Issuing Banks. (i) Each Bank and Issuing bank hereby agrees that (x) if the Administrative
Agent notifies such Bank or Issuing Bank that the Administrative Agent has determined in its sole discretion that any funds
received by such Bank or Issuing Bank, as applicable, from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment
or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously
transmitted to such Bank or Issuing Bank (whether or not known to such Bank or Issuing Bank, as applicable), and demands the return of
such Payment (or a portion thereof), such Bank or Issuing Bank, as applicable, shall promptly, but in no event later than one Business
Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made
in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof)
was received by such Bank or Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent at the greater
of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect, and (y) to the extent permitted by applicable law, such Bank or Issuing Bank, as applicable, shall not
assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect
to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation
any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Bank or Issuing
Bank, as applicable, under this subsection 14.12 shall be conclusive, absent manifest error.


 


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


 






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


 


(iv) 
Each party’s obligations under this subsection 14.12 shall survive the resignation or replacement of the Administrative Agent
or any transfer of rights or obligations by, or the replacement of, a Bank or Issuing Bank, as applicable, the termination of the Commitments
or the repayment, satisfaction or discharge of all Obligations under any Credit Document.


 


SECTION 15. MISCELLANEOUS


 


15.1
Amendments and Waivers. (a)  Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof
may be amended, supplemented or modified except in accordance with the provisions of this subsection. The Required Banks may, or, with
the written consent of the Required Banks, the Administrative Agent may, from time to time, (i) enter into with the Loan Parties
party thereto written amendments, supplements or modifications to this Agreement and the other Credit Documents for the purpose of adding
any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Banks or of the Loan Parties
hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Banks or the Administrative Agent, as the case
may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event
of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification
shall (i) reduce the amount or extend the scheduled date of maturity of any Loan or reduce the stated rate of any interest or fee
payable hereunder or extend the scheduled date of any payment thereof or increase the aggregate amount or extend the expiration date of
any Bank’s Commitment, in each case without the consent of each Bank directly affected thereby, or (ii) amend, modify or waive
any provision of this subsection or reduce the percentage specified in the definition of Required Banks, or consent to the assignment
or transfer by the Company of any of its rights and obligations under this Agreement and the other Credit Documents or amend, modify or
waive subsection 8.3(a) or 15.6(a), or amend, modify or waive any other provision hereof specifying the number or percentage of Banks
required to waive, amend or modify any rights hereunder or any determination granting consent hereunder, or release any Subsidiary from
its Subsidiary Guarantee or release the Company from the Company Guarantee, in each case without the written consent of all the Banks,
or (iii) amend, modify or waive any provision of Section 14 or other provision affecting the rights or duties of the Administrative
Agent without the written consent of the Administrative Agent, or (iv) amend, modify or waive any provision of Section 5 or
other provision affecting the rights or duties of any Issuing Bank without the written consent of the Issuing Banks or (v) amend,
modify or waive any provision of Section 4 or other provision affecting the rights or duties of any Swing Line Bank without the written
consent of the Swing Line Banks. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the
Banks and shall be binding upon the Company, the Subsidiary Borrowers, the Banks, the Syndication Agents, the Administrative Agent and
all future holders of the Loans. In the case of any waiver, the Company, the Banks and the Administrative Agent shall be restored to their
former position and rights hereunder and under any other Credit Documents, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any
right consequent thereon.


 






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(b)  In addition
to amendments effected pursuant to the foregoing paragraph (a), Schedules II, III and IV may be amended as follows:


 


(i)  (A) 
Schedule II will be amended to add Subsidiaries of the Company as additional Subsidiary Borrowers upon (A) execution and delivery
by the Company, any such Subsidiary Borrower and the Administrative Agent, of a Joinder Agreement providing for any such Subsidiary to
become a Subsidiary Borrower, and (B) delivery to the Administrative Agent of (1) if reasonably requested by the Administrative
Agent, a legal opinion in respect of such additional Subsidiary Borrower and (2) such other documents with respect thereto as the
Administrative Agent shall reasonably request or as requested by any Bank pursuant to a Requirement of Law. Notwithstanding the provisions
of this subsection 15.1(b)(i), if at any time after the Closing Date the Company intends to amend Schedule II to add an
additional Foreign Subsidiary Borrower the Company shall, upon not less than 15 Business Days’ notice,  deliver to the Administrative
Agent a designation letter duly executed by the Company and such respective Foreign Subsidiary which shall
designate such Foreign Subsidiary as a Foreign Subsidiary Borrower for purposes of this Agreement. The Administrative Agent
shall promptly notify each Bank of each such designation by the Company and the identity of the respective Foreign Subsidiary.  If
the Company shall designate as a Foreign Subsidiary Borrower hereunder any Subsidiary not organized under the laws of the United States
or any State thereof, any Bank may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate
of such Bank to act as the Bank in respect of such Foreign Subsidiary Borrower.


 


(B)  As soon as
practicable after receiving notice from the Administrative Agent of the Company’s intent to designate a Foreign Subsidiary
as a Foreign Subsidiary Borrower, and in any event at least 10 Business Days prior to the delivery of an executed Joinder Agreement
pursuant to this subsection 15.1(b)(i), for a designated Foreign Subsidiary Borrower that is organized under the laws of a jurisdiction
other than of the United States or a political subdivision thereof, any Bank that may not legally lend to, establish credit for the
account of and/or do any business whatsoever with such designated Foreign Subsidiary Borrower directly or through an Affiliate (or can
not cause any such Affiliate) of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”)
shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall,
effective on or before the date that such designated Foreign Subsidiary Borrower shall have the right to borrow hereunder, (A) notify
the Administrative Agent and such Protesting Bank of the designation of a Replacement Bank to assume the Revolving Commitments and/or
Swing Line Commitments, if any, and the obligations of such Protesting Bank in accordance with clause (e) below, (B) notify
the Administrative Agent and such Protesting Bank that the Revolving Commitments and/or Swing Line Commitments of such Protesting Bank
shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding
principal of its Loans and/or L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant designated
Foreign Subsidiary Borrower (in the case of all other amounts), or (C) cancel its request to designate such Foreign Subsidiary
as a Foreign Subsidiary Borrower hereunder.


 






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(ii)  Schedule
II will be amended to remove any Subsidiary as a Subsidiary Borrower upon (A) execution and delivery by the Company of a Schedule
Amendment providing for such amendment, (b) repayment in full of all outstanding Loans of such Subsidiary Borrower and interest thereon
and other amounts owed by such Subsidiary Borrower hereunder and (c) cash collateralization of all outstanding Letters of Credit
issued for the account of such Subsidiary Borrower.


 


(iii)  Schedule
III will be amended to designate other Banks as additional or replacement Swing Line Banks or additional Issuing Banks, upon execution
and delivery by the Company, the Administrative Agent and such additional or replacement Swing Line Bank or additional Issuing Bank, as
the case may be, of a Schedule Amendment providing for such amendment. In the case of any replacement of a Swing Line Bank pursuant to
a Schedule Amendment, the existing Swing Line Bank replaced pursuant thereto shall cease to be a Swing Line Bank upon the effectiveness
of such Schedule Amendment and the repayment of all Swing Line Loans owing to such replaced Swing Line Bank.


 


(iv)  Schedule
III will be amended to change administrative information with respect to Swing Line Banks or Issuing Banks, upon execution and delivery
by the Company, the Administrative Agent and Swing Line Bank or Issuing Bank, as the case may be, of a Schedule Amendment providing for
such amendment.


 


(v)  Schedule IV
will be amended to change administrative information contained therein (other than any interest rate definition, Funding Time, Payment
Time or notice time contained therein) or to add Available Foreign Currencies (and related interest rate definitions and administrative
information), upon execution and delivery by the Company and the Administrative Agent of a Schedule Amendment providing for such amendment.


 


(vi)  Schedule
IV will be amended to conform any Funding Time, Payment Time or notice time contained therein to then-prevailing market practices, upon
execution and delivery by the Company, the Required Banks and the Administrative Agent of a Schedule Amendment providing for such amendment.


 


(vii)  Schedule
IV will be amended to change any interest rate definition contained therein, upon execution and delivery by the Company, all the Banks
and the Administrative Agent of a Schedule Amendment providing for such amendment.


 


(c)  The Administrative
Agent shall give prompt notice to each Bank of any amendment effected pursuant to subsection 15.1(b).


 


(d)  Notwithstanding
the provisions of this subsection 15.1, any Local Currency Facility may be amended, supplemented or otherwise modified in accordance with
its terms so long as after giving effect thereto either (i) such Local Currency Facility ceases to be a “Local Currency Facility”
and the Company so notifies the Administrative Agent or (ii) the Local Currency Facility continues to meet the requirements of a
Local Currency Facility set forth herein.


 






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(e)  The Company
may designate a Replacement Bank to assume the Revolving Commitments and/or Swing Line Commitments, if any, and the obligations of any
Bank (an “Objecting Bank”) that is a Protesting Bank under clause (b) above or refuses to consent to (x) an
amendment, supplement or waiver that both requires the consent of all the Banks in order to become effective and is acceptable to one
or more other Banks constituting the Required Banks or (y) any Extension Request, and to purchase the outstanding Loans of such Objecting
Bank and such Objecting Bank’s rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to,
such Objecting Bank (unless such Objecting Bank agrees otherwise), for a purchase price equal to the outstanding principal amount of the
Loans of such Objecting Bank plus (i) all interest accrued and unpaid thereon and all other amounts owing to such Objecting Bank
hereunder and (ii) any amount which would be payable to such Objecting Bank pursuant to subsection 8.8 (assuming that all Loans of
such Objecting Bank were prepaid on the date of such assumption), and upon such assumption and purchase by the Replacement Bank, such
Replacement Bank, if it is not already a Bank, shall be deemed to be a “Bank” for purposes of this Agreement and such Objecting
Bank shall cease to be a “Bank” for purposes of this Agreement and shall no longer have any obligations or rights hereunder
(other than any obligations or rights which according to this Agreement shall survive the termination of this Agreement).


 


(f)  Notwithstanding
the foregoing, the Administrative Agent, with the consent of the Company, may amend, modify or supplement any Credit Document without
the consent of any Bank or the Required Banks in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any
typographical error or other manifest error in any Credit Document.


 


15.2
Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered
by hand, or five days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed
as follows in the case of the Company, the Subsidiary Borrowers and the Administrative Agent, and as set forth in Schedule I in the case
of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto and any future holders
of the Loans:


 


	The Company:	Arrow Electronics, Inc.
	 	
    9201
    East Dry Creek Road

    Centennial,
    Colorado 80112

	 	Attention: Treasurer, Arrow Electronics
	 	Telephone: +1-303-824-4558
	 	 
	with a copy to:	Arrow Electronics, Inc.
	 	
    9201
    East Dry Creek Road

    Centennial,
    Colorado 80112

	 	Attention: General Counsel, Arrow Electronics
	 	Telephone: +1-303-824-3753



 






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	The Administrative Agent:	JPMorgan Chase Bank, N.A.
	 	383 Madison Avenue, 24th Floor
	 	New York, New York 10179
	 	
    Attention: Zachary Quan

    Email: zachary.quan@jpmorgan.com

	 	Telephone:  +1-972-324-9757  
	 	 
	with a copy to:	JPMorgan Chase Bank, N.A.
	 	500 Stanton Christiana Road,  NCC5, 1st Floor
	 	Newark, Delaware 19713-2107
	 	Attention:  Bryan Cook
	 	Email: bryan.a.cook@jpmchase.com
	 	Telephone:  +1-302-455-3768
	 	 
	The Subsidiary Borrowers:	c/o Arrow Electronics, Inc.
	 	
    9201
    East Dry Creek Road

    Centennial,
    Colorado 80112

	 	Attention: Treasurer, Arrow Electronics
	 	Telephone: +1-303-824-4558
	 	 
	with a copy to:	Arrow Electronics, Inc.
	 	
    9201
    East Dry Creek Road

    Centennial,
    Colorado 80112

	 	Attention: General Counsel, Arrow Electronics
	 	Telephone: +1-303-824-3753


 


; provided that any Notice of Borrowing,
Notice of Swing Line Borrowing, Notice of Continuation, Notice of Conversion, Notice of Swing Line Outstandings, Notice of Swing Line
Refunding, Notice of Local Currency Outstandings, Notice of Prepayment, or any notice pursuant to subsections 2.4, 5.2 or 8.16 shall not
be effective until received during the recipient’s normal business hours.


 


15.3
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent
or any Bank, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by law.


 


15.4
Survival of Representations and Warranties All representations and warranties made hereunder, in the other Credit Documents
and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the other Credit Documents and the making of the Loans hereunder and the issuance of Letters of Credit.


 






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15.5
Payment of Expenses. The Company agrees (a) to pay or reimburse the Administrative Agent and each Arranger for all
its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment,
supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation,
the fees and disbursements of counsel to the Administrative Agent and each Arranger, (b) to pay or reimburse each Bank and the Administrative
Agent, each Swing Line Bank and any Issuing Bank for all its reasonable costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement, the other Credit Documents and any such other documents upon the occurrence of an
Event of Default, including, without limitation, the fees and disbursements of counsel to the Administrative Agent and to the several
Banks and any Issuing Bank (including the allocated fees and expenses of in-house counsel), and (c) to pay, indemnify, and hold each
Bank, each Agent, each Arranger and the Administrative Agent, each Swing Line Bank and any Issuing Bank harmless from, any and all recording
and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if
any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect
of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Bank, each
Agent, each Arranger and the Administrative Agent, each Swing Line Bank and any Issuing Bank (and their affiliates and its and their respective
directors, officers, employees and agents) (collectively, the “indemnified person”) harmless from and against any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit
Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans
or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company, any of
its Subsidiaries or any of the Properties (it being understood that costs and expenses incurred in connection with the enforcement or
preservation of rights under this Agreement and the other Credit Documents shall be paid or reimbursed in accordance with clause (b) above
rather than this clause (d)) (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided,
that the Company shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities to the extent such
indemnified liabilities are found by a final, nonappealable decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such indemnified person. Without limiting the foregoing, and to the extent permitted by applicable
law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries
to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have
by statute or otherwise against any indemnified person. No indemnified person shall be liable for any damages arising from the use by
others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except
to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from
the gross negligence or willful misconduct of such indemnified person. No indemnified person shall be liable for any indirect, special,
exemplary, punitive or consequential damages in connection with this Agreement or the other Credit Documents or the transactions contemplated
hereby or thereby. Any payments required to be made by the Company under this subsection 15.5 shall be made within 30 days of the demand
therefor. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.


 


15.6
Successors and Assigns; Participations and Assignments. (a)  The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of
the Issuing Bank that issues any Letter of Credit), except that (i) no Specified Borrower may assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer by a Specified
Borrower without such consent shall be null and void) and (ii) no Bank may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this subsection.


 






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(b)  (i) 
Subject to the conditions set forth in paragraph (b)(ii) below, any Bank may assign to one or more assignees, other than a natural
person, a Defaulting Bank or the Company or any Affiliate or Subsidiary of the Company (each, an “Assignee”), all or
a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and/or Swing Line
Commitments, if any, and the Loans at the time owing to it) with the prior written consent of:


 


(A)  the Company
(each such consent not to be unreasonably withheld), provided that no consent of the Company shall be required for an assignment
to a Bank, an affiliate of a Bank, an Approved Fund (as defined below) or, if an Event of Default under subsections 13(a), 13(c) or
13(g) has occurred and is continuing, any other Person; and


 


(B)  the Administrative
Agent; and


 


(C)  the Issuing
Bank and each Swing Line Bank (in the case of assignments of the Revolving Commitments).


 


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


 


(A)  except in
the case of an assignment to a Bank, an affiliate of a Bank or an Approved Fund or an assignment of the entire remaining amount of the
assigning Bank’s Revolving Commitments and/or Swing Line Commitments or Loans, the amount of the Revolving Commitments and/or Swing
Line Commitments or Loans of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company
and the Administrative Agent otherwise consent, provided that (1) no such consent of the Company shall be required if an Event
of Default under subsection 13(a), 13(c) or 13(g) has occurred and is continuing and (2) such amounts shall be aggregated
in respect of each Bank and its affiliates or Approved Funds, if any; provided further that after giving effect to any such assignment,
the transferor Bank’s aggregate Dollar Equivalent Amount of its Local Currency Bank Maximum Borrowing Amount under all Local Currency
Facilities may not exceed its Revolving Commitment hereunder;


 


(B)  the parties
to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee of $3,500;


 


(C)  after giving
effect to any such assignment, the transferor or transferee Bank’s Swing Line Commitment, if any, may not exceed its Revolving Commitment
hereunder and any purported assignment which would result in the transferor or transferee Bank’s Swing Line Commitment, if any,
exceeding its Revolving Commitment hereunder shall not be effective; and


 


(D)  the Assignee,
if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire.


 


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


 






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(iii)  Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each
Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank 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 Bank’s rights and obligations under this Agreement, such Bank shall cease
to be a party hereto but shall continue to be entitled to the benefits of subsections 8.5, 8.6, 8.8 and 15.5). Any assignment or
transfer by a Bank of rights or obligations under this Agreement that does not comply with this subsection 15.6 shall be treated for purposes
of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (c) of this
subsection.


 


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


 


(v)  Upon its receipt
of a duly completed Assignment and Assumption executed by an assigning Bank and an Assignee, the Assignee’s completed administrative
questionnaire (unless the Assignee shall already be a Bank hereunder), the processing and recordation fee referred to in paragraph (b) of
this subsection and any written consent to such assignment required by paragraph (b) of this subsection, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 






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(c)  (i) 
Any Bank may, without the consent of any Loan Party, the Administrative Agent or the Issuing Bank, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this
Agreement (including all or a portion of its Revolving Commitments and the Loans owing to it); provided that (A) such Bank’s
obligations under this Agreement shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Company, the Administrative Agent, the Issuing Bank and the other Banks shall
continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement.
Any agreement pursuant to which a Bank sells such a participation shall provide that such Bank 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
may provide that such Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Bank directly affected thereby pursuant to the proviso to the second sentence of subsection 15.1(a) and (2) directly
affects such Participant. Subject to paragraph (c)(ii) of this subsection, each Participant shall be entitled to the benefits, and
subject to the limitations, of subsections 8.5, 8.6 and 8.8 to the same extent as if it were a Bank and had acquired its interest by assignment
pursuant to paragraph (b) of this subsection. To the extent permitted by law, each Participant also shall be entitled to the benefits
of subsection 15.7(b) as though it were a Bank, provided such Participant shall be subject to subsection 15.7(a) as though
it were a Bank. Each Bank that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall 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 this Agreement (the “Participant Register”); provided that
no Bank shall have any obligation to disclose all or any portion of the Participant Register to any Person (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 Credit Document) 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
and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The entries in the Participant Register shall
be conclusive absent manifest error, and such Bank, each Loan Party and the Administrative Agent shall treat each person whose name is
recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement,
notwithstanding notice to the contrary.


 


(ii)  A Participant
shall not be entitled to receive any greater payment under subsection 8.5 or 8.6 than the applicable Bank would have been entitled to
receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with
the Company’s prior written consent or to the extent such entitlement to receive a greater payment results from an adoption of or
any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank with any request or directive
(whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof that
occurs after the Participant acquired the applicable participation. No Participant shall be entitled to the benefits of subsection 8.6
unless such Participant complies with such subsection as if it were a Bank.


 


(d)  Any Bank
may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of
such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority or central
bank having jurisdiction over such Bank, and this subsection shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a Bank from any of its obligations hereunder or
substitute any such pledgee or Assignee for such Bank as a party hereto.


 


(e)  The Company,
upon receipt of written notice from the relevant Bank, agrees to issue Notes to any Bank requiring Notes to facilitate transactions of
the type described in paragraph (d) above.


 






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(f)  Notwithstanding
the foregoing, any Conduit Bank may assign any or all of the Loans it may have funded hereunder to its designating Bank without the consent
of the Company or the Administrative Agent and without regard to the limitations set forth in subsection 15.6(b). Each of the Company,
each Bank and the Administrative Agent hereby confirms that it will not institute against a Conduit Bank or join any other Person in instituting
against a Conduit Bank any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or
similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Bank;
provided, however, that each Bank designating any Conduit Bank hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Bank during
such period of forbearance.


 


15.7
Adjustments; Set-off. (a)  If any Bank (a “benefitted Bank”) shall at any time receive any payment
of all or part of its Loans or the Reimbursement Obligations then due and owing to it, or interest thereon, or receive any collateral
in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in subsection
13(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Bank, if any, in respect of
such other Bank’s Loans or the Reimbursement Obligations then due and owing to it, or interest thereon, such benefitted Bank shall
purchase for cash from the other Banks a participating interest in such portion of each such other Bank’s Loan or the Reimbursement
Obligations owing to it, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall
be necessary to cause such benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of
the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from
such benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery,
but without interest. Each of the Company and the Subsidiary Borrowers agrees that each Bank so purchasing a portion of another Bank’s
Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if
such Bank were the direct holder of such portion.


 


(b)  In addition
to any rights and remedies of the Banks provided by law, each Bank shall have the right, without prior notice to the Company or any Subsidiary
Borrower, any such notice being expressly waived by the Company and the Subsidiary Borrowers to the extent permitted by applicable law,
upon any amount becoming due and payable by the Company hereunder or under this Agreement or the other Credit Documents (whether at the
stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Bank or any branch
or agency thereof to or for the credit or the account of the Company or such Subsidiary Borrower, as the case may be. Each Bank agrees
promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Bank, provided
that the failure to give such notice shall not affect the validity of such set-off and application.


 


15.8
Power of Attorney. Each Subsidiary Borrower hereby grants to the Company an irrevocable power of attorney to act as its
attorney-in-fact with regard to matters relating to this Agreement, the Applications and each other Credit Document, including, without
limitation, execution and delivery of any amendments, supplements, waivers or other modifications hereto or thereto, receipt of any notices
hereunder or thereunder and receipt of service of process in connection herewith or therewith. Each Subsidiary Borrower hereby explicitly
acknowledges that the Administrative Agent and each Bank has executed and delivered this Agreement and each other Credit Document to which
it is a party, and has performed its obligations under this Agreement and each other Credit Document to which it is a party, in reliance
upon the irrevocable grant of such power of attorney pursuant to this subsection 15.8. The power of attorney granted by each Subsidiary
Borrower hereunder is coupled with an interest.


 






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15.9
Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any
other Credit 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 the Company or any Subsidiary Borrower in respect of any such sum due from it to the
Administrative Agent or any Bank hereunder or under the other Credit 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 Bank, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative
Agent or such Bank, 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
Bank from the Company in the Agreement Currency, the Company or such Subsidiary Borrower (as the case may be) agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Administrative Agent or such Bank, 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 Bank in such Currency,
the Administrative Agent or such Bank, as the case may be, agrees to return the amount of any excess to the Company or such Subsidiary
Borrower (as the case may be) (or to any other Person who may be entitled thereto under Applicable law).


 


15.10
Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any
other Credit Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of
doubt, any notice delivered pursuant to subsection 15.2), certificate, request, statement, disclosure or authorization related to this
Agreement, any other Credit Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”)
that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Credit Document
or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Agreement, any other Credit Document and/or any Ancillary Document shall be deemed to
include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures
in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without
limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative
Agent and each of the Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Company or
any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic
signature and (ii) upon the request of the Administrative Agent or any Bank, any Electronic Signature shall be promptly followed
by a manually executed counterpart. A set of the copies of this Agreement signed by all the parties shall be lodged with the Company and
the Administrative Agent. Without limiting the generality of the foregoing, the Company and each Loan Party hereby (i) agrees that,
for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation
among the Administrative Agent, the Banks, the Company and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf.
or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this
Agreement, any other Credit Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any
paper original, (ii) the Administrative Agent and each of the Banks may, at its option, create one or more copies of this Agreement,
any other Credit Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed
created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records
shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record),
(iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other
Credit Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Credit Document
and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim
against any Lender-Related Person for any liabilities arising solely from the Administrative Agent’s and/or any Bank’s reliance
on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image
of an actual executed signature page, including any liabilities arising as a result of the failure of the Company and/or any Loan Party
to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 






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15.11
Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


15.12
Integration. This Agreement and the other Credit Documents represent the agreement of the Company, the Subsidiary Borrowers,
the Syndication Agents, the Administrative Agent and the Banks with respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent or any Bank relative to subject matter hereof not expressly set forth or referred
to herein or in the other Credit Documents.


 


15.13
GOVERNING LAW. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN ANY LOCAL CURRENCY FACILITY) AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN ANY LOCAL CURRENCY FACILITY) SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


15.14
Submission To Jurisdiction; Waivers. (a)  Each of the Company and the Subsidiary Borrowers hereby irrevocably and unconditionally:


 


(i)  submits for
itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Courts of the State
of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any
thereof; provided, that nothing contained herein or in any other Credit Document will prevent any Bank or the Administrative Agent
from bringing any action to enforce any award or judgment or exercise any right under any Credit Document in any other forum in which
jurisdiction can be established;


 






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(ii)  consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same;


 


(iii)  agrees that
service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Company at its address set forth in subsection 15.2 or at such other address
of which the Administrative Agent shall have been notified pursuant thereto;


 


(iv)  agrees that
nothing herein shall affect the right to effect service of process in any other manner permitted by law; and


 


(v)  waives, to
the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this
subsection any special, exemplary, punitive or consequential damages.


 


(b)  Each Subsidiary
Borrower hereby irrevocably appoints the Company as its agent for service of process in any proceeding referred to in subsection 15.14(a) and
agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of the Company at
its address for notice set forth in subsection 15.2.


 


15.15
Acknowledgements. Each of the Company and the Subsidiary Borrowers hereby acknowledges that:


 


(a)  it has been
advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;


 


(b)  none of
the Syndication Agents, Arrangers, the Administrative Agent or any Bank has any fiduciary relationship with or duty to the Company and
the Subsidiary Borrowers arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship
between the Syndication Agents, the Administrative Agent and the Banks, on one hand, and the Company and the Subsidiary Borrowers, on
the other hand, in connection herewith or therewith is solely that of debtor and creditor;


 


(c)  each Bank
and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other
companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise; and


 


(d)  no joint
venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among
the Banks or among the Company and the Subsidiary Borrowers and the Banks.


 


15.16
WAIVERS OF JURY TRIAL. THE COMPANY, THE SUBSIDIARY BORROWERS, THE SYNDICATION AGENTS, THE ADMINISTRATIVE AGENT AND THE BANKS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 






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15.17
USA Patriot Act. Each Bank hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”) and the Beneficial Ownership Regulation,
it is required to (a) obtain, verify and record information that identifies each Borrower, which information includes the name and
address of each Borrower and other information that will allow such Bank to identify each Borrower in accordance with the Patriot Act
and (b) obtain a certification from certain of the Borrowers regarding the beneficial ownership of such Borrowers required by the
Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership
Regulation, which is effective for each Lender-Related Person.


 


15.18
Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding
anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any Affected Financial Institution arising under any Credit Document may be subject to the Write-Down
and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


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


 


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


 


15.19
Confidentiality. Each of the Administrative Agent, and the Banks agree to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any
other Credit Document or any suit, action or proceeding relating to this Agreement or any other Credit Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this subsection,
to (x) any Assignee of or Participant in, or any prospective Assignee of or Participant in, any of its rights or obligations under
this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction, or to any credit
insurance provider, in each case, relating to a Borrower and its obligations, (g) with the consent of the Borrower to whom the Information
pertains, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this subsection
or an agreement described in clause (f) hereof or (y) becomes available to the Administrative Agent or any Bank on a non-confidential
basis from a source other than the Borrowers or (i) to data service providers, including league table providers, that serve the lending
industry (but, in the case of this clause (i), solely to the extent that (x) such Information is information about the terms of the
financing contemplated hereby routinely provided by arrangers to data services providers and (y) such Information is provided to
such data service providers no earlier than the fifth Business Day after the Closing Date). “Information” means all
information received from the Borrowers or their Affiliates relating to the Borrowers, their subsidiaries or their businesses, other than
any such information that is available to the Administrative Agent or any Bank on a non-confidential basis prior to disclosure by the
Borrowers.


 






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Each
Bank acknowledges that information furnished to it pursuant to this Agreement or the other Credit Documents may include material non-public
information concerning the Borrowers and their Affiliates and their related parties or their respective securities, and confirms that
it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public
information in accordance with those procedures and applicable law, including Federal and state securities laws.


 


All
information, including requests for waivers and amendments, furnished by the Borrowers or the Administrative Agent pursuant to, or in
the course of administering, this Agreement or the other Credit Documents will be syndicate-level information, which may contain material
non-public information about the Borrowers and their Affiliates and their related parties or their respective securities. Accordingly,
each Bank represents to the Borrowers and the Administrative Agent that it has identified in its administrative questionnaire a credit
contact who may receive information that may contain material non-public information in accordance with its compliance procedures and
applicable law, including Federal and state securities laws.


 


15.20
Acknowledgement Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through a guarantee
or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such
QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise
apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to
no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit
Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood
and agreed that rights and remedies of the parties with respect to a Defaulting Bank shall in no event affect the rights of any Covered
Party with respect to a Supported QFC or any QFC Credit Support.


 


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


 


	 	ARROW ELECTRONICS, INC.
	 	 
	 	By: 	/s/ Christopher D. Stansbury
	 	 	Name: Christopher D. Stansbury
	 	 	Title: Senior Vice President and Chief Financial Officer
	 	 
	 	 
	 	ARROW CENTRAL EUROPE GMBH
	 	 
	 	By: 	/s/ Christopher D. Stansbury
	 	 	Name: Christopher D. Stansbury
	 	 	Title: Director
	 	 
	 	 
	 	ARROW ASIA PAC LIMITED
	 	 
	 	By: 	/s/ Christopher D. Stansbury
	 	 	Name: Christopher D. Stansbury
	 	 	Title: Director
	 	 
	 	 
	 	COMPONENTS AGENT (CAYMAN) LIMITED
	 	 
	 	By:	 /s/ Christopher D. Stansbury
	 	 	Name: Christopher D. Stansbury
	 	 	Title: Director
	 	 
	 	 
	 	ARROW ELECTRONICS (C.I.) LIMITED
	 	 
	 	By:	 /s/ Christopher D. Stansbury
	 	 	Name: Christopher D. Stansbury
	 	 	Title: Director
	 	 
	 	 
	 	B.V. ARROW ELECTRONICS DLC
	 	 
	 	By: 	/s/ Christopher D. Stansbury
	 	 	Name: Christopher D. Stansbury
	 	 	Title: Director



 


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	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent
	 	 
	 	 
	 	By: 	/s/ Zachary Quan
	 	 	Name: Zachary Quan
	 	 	Title: Vice President
	 	 
	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Bank
	 	 
	 	 
	 	By: 	/s/ Zachary Quan
	 	 	Name: Zachary Quan
	 	 	Title: Vice President



 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	BANK OF AMERICA, N.A., as a Bank
	 	 	 
	 	By:	/s/ Duke Banson
	 	Name:	Duke Banson
	 	Title:	Vice President




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


 


	 	BNP PARIBAS, as a Bank
	 	 	 
	 	By:	/s/ Brendan Heneghan
	 	Name:	Duke Banson
	 	Title:	Director
	 	 	 
	 	By:	/s/ Nicholas Doche
	 	Name:	Nicholas Doche
	 	Title:	Vice President




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	ING Bank N.V., Dublin Branch, as a Bank
	 	 	 
	 	By:	/s/ Sean Hassett
	 	Name:	Sean Hassett
	 	Title:	Director
	 	 	 
	 	By:	/s/ Cormac Langford
	 	Name:	Cormac Langford
	 	Title:	Director




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	MIZUHO BANK, LTD., as a Bank
	 	 	 
	 	By:	/s/ John Davies
	 	Name:	John Davies
	 	Title:	Authorized Signatory




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	MUFG BANK, LTD., as a Bank
	 	 	 
	 	By:	/s/ Lillian Kim
	 	Name:	Lillian Kim
	 	Title:	Director




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	SUMITOMO MITSUI BANKING CORPORATION, as a Bank
	 	 	 
	 	By:	/s/ Michael Maguire
	 	Name:	Michael Maguire
	 	Title:	Managing Director




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	THE BANK OF NOVA SCOTIA, as a Bank
	 	 	 
	 	By: 	/s/ Khrystyna Manko
	 	Name:	Khrystyna Manko
	 	Title:	Director




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	GOLDMAN SACHS BANK USA, as a Bank
	 	 
	 	 	/s/ Kevin Raisch
	 	By:	GOLDMAN SACHS BANK USA
	 	Name:	Kevin Raisch
	 	Title:	Authorized Signatory




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	HSBC Bank USA, National Association, as a Bank
	 	 	 
	 	By:	/s/ Ilene Hernandez
	 	Name:	Ilene Hernandez
	 	Title:	Vice President, Relationship Manager




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


 


	 	PNC Bank, National Association, as a Bank
	 	 	 
	 	By:	/s/ Sean Piper
	 	Name:	Sean Piper
	 	Title:	VP




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	Truist Bank, as a Bank
	 	 	 
	 	By:	/s/ Jim C. Wright
	 	Name:	Jim C. Wright
	 	Title:	Vice President




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank
	 	 	 
	 	By:	/s/ Mark H. Halldorson
	 	Name:	Mark H. Halldorson
	 	Title:	Director




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	U.S. BANK, NATIONAL ASSOCIATION, as a Bank
	 	 	 
	 	By:	/s/ Matt S. Scullin
	 	Name:	Matt S. Scullin
	 	Title:	Senior Vice President




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


 


	 	Bank of China, Chicago Branch, as a Bank
	 	 	 
	 	By:	/s/ Kai Wu
	 	Name:	Kai Wu
	 	Title:	SVP & Deputy Branch Manager
	 	Bank of China, Chicago Branch




 


[Signature
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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	Danske Bank A/S, as a Bank
	 	 	 
	 	By:	/s/ Jørgen Linnet
	 	Name:	Jørgen Linnet
	 	Title:	Chief Loan Manager
	 	 	 
	 	For any Bank requiring a second signature line:
	 	 	 
	 	By:	/s/ Michelle F. Skydsgaard
	 	Name:	Michelle F. Skydsgaard
	 	Title:	Head of Loan Support FI




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 





	 	BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Bank
	 	 	 
	 	By:	/s/ Andres Barbosa
	 	Name:	Andres Barbosa
	 	Title:	Managing Director
	 	 	 
	 	By: 	/s/ Rita Walz-Cuccioli
	 	Name:	Rita Walz-Cuccioli
	 	Title:	Executive Director




 


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Bank signature page to
the Arrow Electronics 2021 Credit Agreement, dated as of the date first above written


 


	 	Santander Chartered Bank, as a Bank
	 	 	 
	 	By:	/s/ Kristopher Tracy
	 	Name:	Kristopher Tracy
	 	Title:	Director, Financing Solutions




 


[Signature
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