Exhibit 10.1


 


Execution Version


 


AMENDMENT NO. 5 TO CREDIT AGREEMENT


 





 


AMENDMENT NO. 5 TO CREDIT
AGREEMENT, dated as of September 17, 2020 (this “Amendment”), among Lamb Weston Holdings, Inc. (the
 “Borrower”), the Guarantors, the Lenders party hereto (who constitute Required Lenders) and Bank of America,
N.A., as administrative agent (the “Administrative Agent”).


 


WHEREAS,
reference is hereby made to the Credit Agreement, dated as of November 9, 2016 (as amended by Amendment No. 1, dated
as of August 15, 2017, Amendment No. 2, dated as of December 1, 2017, Amendment No. 3, dated as of June 25,
2019 and Amendment No. 4, dated as of April 17, 2020, the “Credit Agreement”, and as further amended
by this Amendment, the “Amended Credit Agreement”), among the Borrower, the Guarantors, the Administrative Agent
and the financial institutions party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned
to them in the Amended Credit Agreement;


 


WHEREAS,
the Borrower intends to, on the Amendment No. 5 Effective Date (as defined below), (i) repay in full, with cash on hand,
all outstanding Term A Loans, Revolving Loans and Swing Line Loans, terminate all existing Revolving Commitments under the Credit
Agreement and pay all accrued and unpaid interest and fees thereon (the “Repayment”), (ii) establish a
new Class of Revolving Commitments (the “Revolving A-1 Commitments”) and a separate new Class of Revolving
Commitments (the “Revolving B-1 Commitments” and, together with the Revolving A-1 Commitments, the “New
Revolving Commitments”) in an aggregate principal amount of $750,000,000 and (iii) make certain other changes to
the terms of the Credit Agreement as set forth herein;


 


WHEREAS, each Lender
that executes and delivers a signature page to this Amendment as a “Revolving A-1 Lender” (each, a “Revolving
A-1 Lender”) or a “Revolving B-1 Lender” (each, a “Revolving B-1 Lender” and, together
with the Revolving A-1 Lenders, the “New Revolving Lenders”) will hereby (i) agree to the terms of this
Amendment and (ii) agree to provide the Commitments set forth on Schedule 1 hereto;


 


WHEREAS, Section 11.01
of the Credit Agreement provides that this Amendment may become effective with the consent of the Loan Parties, the Administrative
Agent and Lenders constituting the Required Lenders; and


 


NOW, THEREFORE, in consideration
of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


SECTION 1.     Amendments.


 


(a)            Effective
as of the Amendment No. 5 Effective Date (as defined below), the Credit Agreement is amended to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to add
the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in Exhibit A hereto.


 


(b)            Effective
as of the Amendment No. 5 Effective Date, the exhibits to the Credit Agreement are hereby amended and restated as set
forth in Exhibit B hereto.


 






     


    -2-


    




 


SECTION 2.     New
Revolving Commitments.


 





(a)            Pursuant
to the Amended Credit Agreement, each of the Revolving A-1 Lenders and Revolving B-1 Lenders shall have a Revolving A-1 Commitment
or Revolving B-1 Commitment, as applicable, in the amount set forth opposite such Revolving A-1 Lender’s or Revolving B-1
Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to make Revolving A-1 Loans or Revolving B-1 Loans,
as applicable, to the Borrower as described in Section 2.01 of the Amended Credit Agreement, with such Revolving A-1 Commitments
and Revolving B-1 Commitments having the terms set forth in the Amended Credit Agreement. Any Letters of Credit or Swing Line Loans
outstanding immediately prior to the Amendment No. 5 Effective Date shall be deemed to be issued under the Revolving A-1 Commitments.


 


(b)            Each
Revolving A-1 Lender and Revolving B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and
the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it
will, independently and without reliance upon the Administrative Agent or any other Lender or, in each case, any Related Party
thereof, and based on such documents and information as it shall deem from time to time appropriate, continue to make its own decisions
in taking or not taking action under the Amended Credit Agreement, any other Loan Document or any related agreement or any document
furnished thereunder; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees
that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are
required to be performed by it as a Lender.


 


(c)            Upon
(i) the execution of a counterpart of this Amendment by Lenders constituting the Required Lenders, each Revolving A-1
Lender, Revolving B-1 Lender, the L/C Issuer, the Swing Line Lenders, the Administrative Agent and the Borrower and (ii) the
delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission)
hereof, each of the Revolving A-1 Lenders and Revolving B-1 Lenders party to this Amendment shall become Lenders under the Amended
Credit Agreement having the respective Commitments set forth on Schedule 1 hereto, effective as of the Amendment No. 5 Effective
Date.


 


SECTION 3.     Representations
and Warranties. To induce the Lenders party hereto to consent to this Amendment, the Borrower represents and warrants to
each of the Lenders and the Administrative Agent that on and as of the date hereof both before and after giving effect to this
Amendment (i) the representations and warranties of each Loan Party contained in Article VI of the Amended Credit Agreement
or any other Loan Document are true and correct in all material respects (except when qualified as to materiality or Material Adverse
Effect, in which case they shall be true and correct in all respects) on and as of the date hereof, except to the extent that
such representations and warranties relate to an earlier date, in which case they shall be true and correct as of such earlier
date in all material respects; (ii) no Default exists as of the Amendment No. 5 Effective Date or will result on such
date from this Amendment; (iii) this Amendment is within each Loan Party’s corporate, limited liability company or other
organizational powers and has been duly authorized by all necessary corporate, limited liability company or other organizational
action and, if required, stockholder action; and (iv) this Amendment has been duly executed and delivered by each Loan Party
and constitutes a legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, subject to
applicable Debtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in
equity or at Law.


 









    


    -3-


    







 


SECTION 4.     Effect
of Amendment. On and after the Amendment No. 5 Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and
each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement. The
Amended Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue
to be in full force and effect and are hereby in all respects ratified and confirmed and shall not be impaired or limited by the
execution or effectiveness of this Amendment. The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or any Agent under any
of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents.


 


SECTION 5.     Conditions
to Effectiveness. The effectiveness of Section 1 of this Amendment shall be subject solely to the satisfaction
of the following conditions precedent (the first date upon which such conditions precedent are satisfied, the “Amendment
No. 5 Effective Date”):


 


(a)            The
Administrative Agent shall have received from each Loan Party, the L/C Issuers, the Swing Line Lenders, the Revolving A-1 Lenders,
the Revolving B-1 Lenders and Lenders constituting the Required Lenders duly signed counterparts of this Amendment.


 


(b)            The
Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent),
dated as of the Amendment No. 5 Effective Date and signed by a Responsible Officer of the Borrower, certifying that the conditions
set forth in Section 5.02 of the Amended Credit Agreement shall be satisfied and the representations and warranties set forth
in Section 3 hereof shall be true and correct on and as of the Amendment No. 5 Effective Date.


 


(c)            The
Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders
as of the Amendment No. 5 Effective Date and dated as of the Amendment No. 5 Effective Date) of (i) Jones Day, counsel
for the Borrower and certain of the Loan Parties and (ii) Carney Badley Spellman, P.S., Washington counsel for the Borrower
and certain of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.


 


(d)            The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request prior to the Amendment No. 5 Effective Date relating to the organization, existence and good standing of each Loan
Party, the authorization of execution, delivery and performance of this Amendment, the performance of the Amended Credit Agreement
and each other applicable Loan Document and any other legal matters relating to the Loan Documents, all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.


 


(e)            The
Administrative Agent shall have received from the Borrower all fees required to be paid as separately agreed pursuant to that certain
Amended and Restated Engagement Letter, dated as of August 20, 2020 (the “Engagement Letter”), between
the Borrower and BofA Securities, Inc., as lead arranger (the “Lead Arranger”) and that certain Amended
and Restated Fee Letter, dated as of August 20, 2020 (the “Fee Letter”), between the Borrower and the Lead
Arranger (including the reasonable fees and disbursements of Cahill Gordon & Reindel LLP, counsel for the Lead Arranger,
then due and owing thereunder).


 


(f)            The
Administrative Agent shall have received, for the account of each New Revolving Lender, an upfront fee equal to 0.15% of the aggregate
principal amount of the Revolving A-1 Commitments or Revolving B-1 Commitments, as applicable, of such New Revolving Lender on
the Amendment No. 5 Effective Date, provided that, for the avoidance of doubt, the Borrower can choose to utilize the
New Revolving Commitments to pay such upfront fee on the Amendment No. 5 Effective Date.


 






    


    -4-


    

 


(g)            (i) The
Borrower and each of the Guarantors shall have provided documentation and other information reasonably requested of the Borrower
in writing at least 10 Business Days prior to the Amendment No. 5 Effective Date by the New Revolving Lenders as they reasonably
determine is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days prior to
the Amendment No. 5 Effective Date and (ii) at least five days prior to the Amendment No. 5 Effective Date, the
Borrower, if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to
each New Revolving Lender that so requests in writing at least 10 Business Days prior to the Amendment No. 5 Effective Date,
a Beneficial Ownership Certification.


 


(h)            The
Administrative Agent shall have received the results of a recent lien search with respect to each Loan Party, and such search shall
reveal no Liens on any of the assets of the Loan Parties except for Permitted Liens or Liens discharged on or prior to the Amendment
No. 5 Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent.


 


(i)            The
Borrower shall have delivered to the Administrative Agent notices of prepayment in respect of the Term A Loans and termination
in respect of the Revolving Commitments outstanding immediately prior to the Amendment No. 5 Effective Date, in each case,
in form and substance reasonably satisfactory to the Administrative Agent


 


(j)            The
Repayment shall have been, or shall substantially contemporaneously herewith be, consummated.


 


For purposes of determining compliance
with the conditions specified above, each New Revolving Lender party hereto shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a New Revolving Lender unless the Administrative Agent shall have received notice from such New Revolving Lender prior to the
proposed closing date specifying its objection thereto.


 


SECTION 6.     Acknowledgement
and Affirmation.


 


(a)            Each
Loan Party hereby expressly acknowledges the terms of this Amendment and affirms or reaffirms, as applicable, as of the date hereof
the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and
agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby.


 


(b)            Each
Loan Party, by its signature below, hereby affirms and confirms (1) its obligations under each of the Loan Documents to which
it is a party, and (2) the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations,
all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or
grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other
Loan Documents.


 






    


    -5-


    

 


SECTION 7.     Counterparts.
This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation,
facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a
paper record. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic
counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this
paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed paper any document,
amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this
Agreement (each a “Communication”) which has been converted into electronic form (such as scanned into PDF format),
or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. For
purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them,
respectively, by 15 USC §7006, as it may be amended from time to time.


 


SECTION 8.     Applicable
Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE)
BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


[signature pages follow]


 



    


    


    




 


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


 


	 	 	LAMB WESTON HOLDINGS, INC.
 as the Borrower




 


		By:	/s/ Robert M. McNutt
	 	 	Name: Robert M. McNutt
	 	 	Title: Senior Vice President and Chief Financial Officer



 


	 	LAMB WESTON, INC.

    as a Guarantor
	 	 
	 	By:	/s/
    Bernadette M. Madarieta
	 	 	Name: Bernadette M. Madarieta
	 	 	Title: President and Treasurer
	 	 
	 	LAMB WESTON SALES, INC.

    as a Guarantor
	 	 
	 	By:	/s/ Bernadette
    M. Madarieta
	 	 	Name: Bernadette M. Madarieta
	 	 	Title: President and Treasurer
	 	 
	 	LAMB WESTON/MIDWEST, INC.

    as a Guarantor
	 	 
	 	By:	/s/ Bernadette
    M. Madarieta
	 	 	Name: Bernadette M. Madarieta
	 	 	Title: President and Treasurer
	 	 
	 	LAMB WESTON BSW, LLC
 as
    a Guarantor
	 	 
	 	By:	/s/ Bernadette
    M. Madarieta
	 	 	Name: Bernadette M. Madarieta
	 	 	Title: President and Treasurer







 


[Lamb
Weston – Signature Page to Amendment No. 5]


 






    


    


    

 


	 	BANK
    OF AMERICA, N.A.,
 as Administrative Agent
	 	
	 	By:	/s/
    Priscilla Ruffin
	 	 	Name: Priscilla Ruffin
	 	 	Title: AVP




   


 


[Lamb
Weston – Signature Page to Amendment No. 5]


 






    


    


    

 


	 	BANK
    OF AMERICA, N.A.,
 as a Revolving A-1 Lender, L/C Issuer and Swing Line Lender
	 	 
	 	By:	/s/
    J. Casey Cosgrove
	 	 	Name: J. Casey Cosgrove
	 	 	Title: Director




 






    


    


    

 



 


	 	GOLDMAN SACHS BANK USA,
 as a Revolving A-1 Lender
	 	 
	 	By:	 /s/ Annie Carr
	 	 	Name: Annie Carr
	 	 	Title: Authorized Signatory




 


[Lamb
Weston – Signature Page to Amendment No. 5]


 






    


     


    

  


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as a Revolving A-1 Lender
	 	 
	 	By:	/s/ Peter Kiedrowski
	 	 	Name: Peter Kiedrowski
	 	 	Title: Managing Director




 


[Lamb
Weston – Signature Page to Amendment No. 5]


 



     


     


    







 


	 	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
 as a Revolving A-1 Lender
	 	 
	 	By:	/s/ Matthew Plominski
	 	 	Name: Matthew Plominski
	 	 	Title: Vice President







 


	 	By:	 /s/ Mark Abrams
	 	 	Name: Mark Abrams
	 	 	Title: Managing Director




 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

  


	 	JPMORGAN CHASE BANK, N.A.,
 as a Revolving A-1 Lender
	 	 
	 	By:	 /s/ Tony Yung
	 	 	Name: Tony Yung
	 	 	Title: Executive Director




 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

  


	 	NORTHWEST FARM CREDIT SERVICES, PCA,
 as a Revolving B-1 Lender
	 	 
	 	By:	/s/ Jeremy A. Roewe
	 	 	Name: Jeremy A. Roewe
	 	 	Title: Vice President




  


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
 as a Revolving A-1 Lender
	 	 
	 	By:	/s/ Michael N. Ryno
	 	 	Name: Michael N. Ryno
	 	 	Title: Vice President




 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

  


	 	HSBC BANK USA, NATIONAL ASSOCIATION,
 as a Revolving A-1 Lender
	 	 
	 	By:	/s/ Chris Burns
	 	 	Name: Chris Burns
	 	 	Title: Senior Vice President




  


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

  


	 	PNC BANK, NATIONAL ASSOCIATION,
 as a Revolving A-1 Lender
	 	 
	 	By:	 /s/ Karl Thomasma
	 	 	Name: Karl Thomasma
	 	 	Title: Senior Vice President




  


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

 



 





	 	CITIBANK, N.A.,
 as a Revolving A-1 Lender
	 	 	 
	 	By: 	/s/ Collene Greenlee
	 	 	Name: Collene Greenlee
	 	 	Title: Director




 





[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

 











	 	ING CAPITAL, LLC,

as a Revolving A-1 Lender
	 	 	 
	 	By: 	/s/ William Redmond
	 	 	Name: William Redmond
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	 By: 	/s/ Pamela Beal
	 	 	Name: Pamela Beal
	 	 	Title: Vice President


 


[Lamb
Weston - Signature Page to Amendment No. 5]


 









     


     


    

 


	 	SANTANDER BANK, N.A.,

as a Revolving A-1 Lender
	 	 	 
	 	By: 	/s/ Irv Roa
	 	 	Name: Irv Roa
	 	 	Title: Managing Director




 


[Lamb Weston - Signature Page to
Amendment No. 5]


 






     


     


    

 


	




 


	 	ROYAL
    BANK OF CANADA,

    as a Revolving A-1 Lender
	 	 	 
	 	By:	 /s/ Julia Ivanova
	 	 	Name: Julia Ivanova
	 	 	Title: Authorized Signatory










 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    




 


	 	BANK OF AMERICA, N.A.,

as a Lender
	 	 	 
	 	By:	 /s/ J. Casey Cosgrove
	 	 	Name: J. Casey Cosgrove
	 	 	Title: Director



 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender
	 	 	 
	 	By:	  /s/ Peter Kiedrowski
	 	 	Name: Peter Kiedrowski
	 	 	Title: Managing Director



 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

 








	 	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as a Lender
	 	 	 
	 	By:	 /s/ Matthew Plominski
	 	 	Name: Matthew Plominski
	 	 	Title: Vice President



 





		
	 	 	 
	 	By:	 /s/ Mark Abrams
	 	 	Name: Mark Abrams
	 	 	Title: Managing Director




 


[Lamb Weston - Signature Page to
Amendment No. 5]


 



     


     


    




 





	 	JPMORGAN CHASE BANK N.A.,

as a Lender
	 	 	 
	 	By:	 /s/ Tony Yung
	 	 	Name: Tony Yung
	 	 	Title: Executive Director



 


[Lamb Weston - Signature Page to
Amendment No. 5]


 






     


     


    

 



 


	 	Northwest Farm Credit Services, PCA,

as a Lender
	 	
		 By:	/s/ Jeremy A. Roewe
		 	Name: Jeremy A. Roewe
		 	Title: Vice President




 


[Lamb
Weston - Signature Page to Amendment No. 5]





 



     


     


    

 


		HSBC BANK USA, NATIONAL ASSOCIATION,

as a Lender
	 	 	 
		By: 	/s/ Chris Burns
		 	 Name: Chris Burns
		 	 Title: Senior Vice President




 




 [Lamb Weston
- Signature Page to Amendment No. 5]


 



     


     


    







 


		ING Capital, LLC,
		as a Lender
	 	 	 
		By: 	/s/ William Redmond
		 	 Name: William Redmond
		 	 Title: Managing Director
	 	 	 
		By: 	/s/ Pamela Beal
		 	 Name: Pamela Beal
		 	 Title: Vice President




 


[Lamb
Weston - Signature Page to Amendment No. 5]


  



     


     


    







 


	 	AgChoice Farm Credit, ACA for itself and/or as

 agent/nominee for AgChoice Farm Credit, FLCA as a

 Voting Participant
	 	 
	 	By: 	/s/ Joshua L. Larock
	 		Name: Joshua L. Larock
	 		Title: Vice President




 


[Lamb
Weston - Signature Page to Amendment No. 5]


 



     


     


    

 





	 	AgCountry Farm Credit Services, FLCA (as successor to

 United FCS, FLCA, d/b/a FCS Commercial Finance

 Group), as a Voting Participant
	 	 
	 	By: 	/s/ Jamey Grafing
	 		 Name: Jamey Grafing
	 		 Title: Sr. Vice President




 


[Lamb
Weston - Signature Page to Amendment No. 5]


  



     


     


    







 


	 	AgCountry Farm Credit Services, FLCA, as a Voting

 Participant
	 	 
	 	By: 	/s/ Jamey Grafing
	 		 Name: Jamey Grafing
	 		 Title: Sr. Vice President




 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    




 


	 	AgFirst Farm Credit Bank, as a Voting Participant
	 	 
	 	By: 	/s/ Matthew H. Jeffords
	 		 Name: Matthew H. Jeffords
	 		 Title: Vice President




 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    







 


	 	Capital Farm Credit, FLCA, as a Voting Participant
	 	 
	 	By: 	/s/ Donald L. Palm
	 	 	Name: Donald L. Palm
	 		 Title: SVP




  


 


[Lamb
Weston - Signature Page to Amendment No. 5]


 



     


     


    





 


	 	Farm Credit Mid-America, FLCA, f/k/a Farm Credit 
 Services of Mid-America, FLCA, as a Voting Participant
	 	 
	 	By:	/s/ Tabatha Hamilton
	 	 	Name: Tabatha Hamilton
	 	 	Title: Vice President Food and Agribusiness




 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

  


	 	GreenStone Farm Credit Services, FLCA, as a Voting 

Participant
	 	 
	 	By:	/s/ Curtis Flammini
	 	 	Name: Curtis Flammini
	 	 	Title: VP of Capital Markets




 


 [Lamb Weston - Signature Page to Amendment No. 5]


 






     


     


    

  


	 	Northwest Farm Credit Services, PCA, as a Voting 
 Participant
	 	 
	 	By:	/s/ Jeremy A. Roewe
	 	 	Name: Jeremy A. Roewe
	 	 	Title: Vice President



 


[Lamb
Weston - Signature Page to Amendment No. 5]


 



     


     


    




 


	 	Farm Credit West, FLCA, as a Voting Participant
	 	 
	 	By:	/s/ Nathan Garcin
	 	 	 Name: Nathan Garcin
	 	 	 Title: Vice President
	 	 



 


[Lamb
Weston - Signature Page to Amendment No. 5]


 






     


     


    

 


	 	American AgCredit, FLCA, as a Voting Participant
	 	 
	 	By:	/s/ Daniel K. Hansen
	 	 	 Name: Daniel K. Hansen
	 	 	 Title: Vice President




 


 [Lamb Weston - Signature Page to Amendment No. 5]


 



     


     


    

 





	 	CoBank FCB, as a Voting Participant
	 	 
	 	By:	/s/ Austin Taylor
	 	 	 Name: Austin Taylor
	 	 	 Title: Vice President




 


 [Lamb Weston - Signature Page to Amendment No. 5]


 



     


     


    




 


	 	Farm Credit Services of America, FLCA, as a Voting Participant
	 	 
	 	By:	/s/ Dustin Oswald
	 	 	 Name: Dustin Oswald
	 	 	 Title: Vice President – Capital Markets




 


 


[Lamb
Weston - Signature Page to Amendment No. 5]


 



     


     


    




 


	 	Farm Credit East, ACA, as a Voting Participant
	 	 
	 	By:	/s/ Eric W Pohlman
	 	 	 Name: Eric W Pohlman
	 	 	 Title: Vice President




 


 


[Lamb
Weston - Signature Page to Amendment No. 5]


 



     


     


    





 


Schedule 1


 


Commitments and Applicable Percentages


 


	Institution	Revolving A-1 Commitment	Revolving A-1 %	Revolving B-1 Commitment	Revolving B-1 %
	Bank of America, N.A.	$75,000,000.00	10.822510823%	$0.00	0.00%
	Goldman Sachs Bank USA	$75,000,000.00	10.822510823%	$0.00	0.00%
	Wells Fargo Bank, National Association	$75,000,000.00	10.822510823%	$0.00	0.00%
	Coöperatieve Rabobank U.A., New York Branch	$75,000,000.00	10.822510823%	$0.00	0.00%
	JPMorgan Chase Bank, N.A.	$75,000,000.00	10.822510823%	$0.00	0.00%
	Northwest Farm Credit Services, PCA	$0.00	0.00%	$57,000,000.00	100.00%
	U.S. Bank National Association	$57,000,000.00	8.225108225%	$0.00	0.00%
	HSBC Bank USA, National Association	$57,000,000.00	8.225108225%	$0.00	0.00%
	PNC Bank, National Association	$57,000,000.00	8.225108225%	$0.00	0.00%
	Citibank, N.A.	$57,000,000.00	8.225108225%	$0.00	0.00%
	ING Capital, LLC	$30,000,000.00	4.329004329%	$0.00	0.00%
	Santander Bank, N.A.	$30,000,000.00	4.329004329%	$0.00	0.00%
	Royal Bank of Canada	$30,000,000.00	4.329004329%	$0.00	0.00%
	Total	$693,000,000.00	100.00%	$57,000,000.00	100.00%





 






    


     


    

 


Schedule 2


 


Voting Participants


 


	Voting Participant	Revolving B-1 Participation	Revolving B-1 %
	CoBank, FCB	$11,856,000.00	20.800000000%
	AgCountry Farm Credit Services, FLCA	$9,120,000.00	16.000000000%
	Farm Credit Services of America, FLCA	$7,296,000.00	12.800000000%
	AgFirst Farm Credit Bank	$4,925,000.00	8.640350877%
	American AgCredit, FLCA	$3,648,000.00	6.400000000%
	GreenStone Farm Credit Services, FLCA	$3,648,000.00	6.400000000%
	Farm Credit East, ACA	$2,736,000.00	4.800000000%
	Farm Credit West, FLCA	$2,736,000.00	4.800000000%
	Farm Credit Mid-America, FLCA	$2,736,000.00	4.800000000%
	Capital Farm Credit, FLCA	$2,189,000.00	3.840350877%
	AgChoice Farm Credit, ACA for itself and/or agent/nominee for AgChoice Farm Credit, FLCA	$1,550,000.00	2.719298246%


 





 






    


     


    

 


Exhibit A


 


Amended Credit Agreement


 


See attached.


 






    


     


    

 


EXHIBIT A


 


Execution
Version


 


Published CUSIP Number: 51326UAA1UAE3


 Revolving
A-1 Commitments CUSIP Number: 51326UAF0


 Revolving
B-1 Commitments CUSIP Number: 51326UAG8


 


CREDIT AGREEMENT

  


Dated as of November 9, 2016

as amended by

Amendment No. 1 dated August 15, 2017,

Amendment No. 2 dated December 1, 2017,

Amendment No. 3 dated June 25, 2019,

Amendment No. 4 dated April 17, 2020 and


Amendment
No. 5 dated September 17, 2020


 among


 


LAMB WESTON HOLDINGS, INC.,


 as the Borrower,


 


CERTAIN SUBSIDIARIES OF THE BORROWER,


 as Guarantors,


 


BANK OF AMERICA, N.A.,


 as Administrative Agent,


 


BANK
OF AMERICA, N.A.,


GOLDMAN SACHS BANK USA,


 WELLS
FARGO SECURITIES, LLC,


COÖPERATIEVE
RABOBANK U.A., NEW YORK BRANCH


 and


JPMORGAN CHASE BANK, N.A.


 as
Joint Lead Arrangers and Joint Bookrunners for
Amendment No. 5,


 


GOLDMAN
SACHS BANK USA,


 WELLS
FARGO SECURITIES, LLC,


 COÖPERATIEVE
RABOBANK U.A., NEW YORK BRANCH


and


 WELLS FARGOJPMORGAN
CHASE BANK, NATIONAL ASSOCIATIONN.A.,

as Co-Syndication Agents for
Amendment No. 5,


 


Northwest
Farm Credit Services, PCA


 Cooperatieve
Rabobank U.A., New York Branch





Mizuho
Bank, Ltd.





The
Bank of Nova Scotia,

us
bank national association





hsbc
SECURITIES (USA) INC.





pnc
capital markets llc,
and





CITIGROUP
GLOBAL MARKETS INC.

as Co-Documentation Agents,





for
Amendment No. 5BANK OF AMERICA, N.A.,





GOLDMAN
SACHS BANK USA

JPMORGAN CHASE BANK, N.A.

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners


 






    	 	 	 



     


    

 


TABLE OF CONTENTS


 


	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	4042
	1.03	Accounting Terms	4143
	1.04	Rounding	4243
	1.05	Times of Day	4243
	1.06	Letter of Credit Amounts	4243
	1.07	Exchange Rates; Currency Equivalents	4244
	1.08	Additional Alternative Currencies	4344
	1.09	Change of Currency	4445
	1.10	Limited Condition Acquisitions	4446
	 	 	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	4546
	 	 
	2.01	Revolving Loans and Term Loans	4547
	2.02	Borrowings, Conversions and Continuations of Loans	4850
	2.03	Letters of Credit	5051
	2.04	Swing Line Loans	6061
	2.05	Prepayments	6263
	2.06	Termination or Reduction of Revolving Commitments	6566
	2.07	Repayment of Loans	6566
	2.08	Interest	6567
	2.09	Fees	6667
	2.10	Computation of Interest and Fees	6768
	2.11	Evidence of Debt	6869
	2.12	Payments Generally; Administrative Agent’s Clawback	6869
	2.13	Sharing of Payments by Lenders	7071
	2.14	Cash Collateral	7172
	2.15	Defaulting Lenders	7273
	 	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	7475
	 	 
	3.01	Taxes	7475
	3.02	Illegality	7980
	3.03	Inability to Determine Rates	7980
	3.04	Increased Costs; Reserves on Eurocurrency Rate Loans	8083
	3.05	Compensation for Losses	8284
	3.06	Mitigation Obligations; Replacement of Lenders	8285
	3.07	Survival	8385
	 	 	 
	ARTICLE IV GUARANTY	8385
	 	 
	4.01	The Guaranty	8386
	4.02	Obligations Unconditional	8386
	4.03	Reinstatement	8487
	4.04	Certain Additional Waivers	8587
	4.05	Remedies	8587
	4.06	Rights of Contribution	8588
	4.07	Guarantee of Payment; Continuing Guarantee	8688
	4.08	Keepwell	8688
	 	 	 
	ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	8689
	 	 
	5.01	Conditions of Initial Credit Extension	8689



 






    	 	i	 



     


    

 


	5.02	Conditions to all Credit Extensions	8991
	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES	8992
	 	 
	6.01	Organization; Powers	9092
	6.02	Authorization; Enforceability	9093
	6.03	Governmental Approvals; No Conflicts	9093
	6.04	Financial Condition; No Material Adverse Change	9093
	6.05	Properties	9193
	6.06	Litigation and Environmental Matters	9194
	6.07	Compliance with Laws	9194
	6.08	Investment Company Status	9194
	6.09	Taxes	9294
	6.10	ERISA	9294
	6.11	Disclosure	9294
	6.12	Solvency	9295
	6.13	Security Interests in Collateral	9295
	6.14	Labor Disputes	9395
	6.15	No Default	9395
	6.16	Federal Reserve Regulations	9396
	6.17	OFAC; Anti-Corruption Laws	9396
	6.18	Insurance	9396
	6.19	EEA Financial Institutions	9496
	6.20	Covered Entities	9496
	 	 	 
	ARTICLE VII AFFIRMATIVE COVENANTS	9496
	 	 
	7.01	Financial Statements and Other Information	9496
	7.02	Notices of Material Events	9699
	7.03	Existence; Conduct of Business	9799
	7.04	Payment of Obligations	9799
	7.05	Maintenance of Properties	97100
	7.06	Books and Records; Inspection Rights	97100
	7.07	Compliance with Laws	97100
	7.08	Use of Proceeds	98100
	7.09	Insurance	98100
	7.10	Subsidiary Guarantors; Pledges; Collateral; Further Assurances	98101
	7.11	Farm Credit Equities and Security	99102
	7.12	Post-Closing	100103
	 	 	 
	ARTICLE VIII NEGATIVE COVENANTS	100103
	 	 
	8.01	Indebtedness	100103
	8.02	Liens	103106
	8.03	Fundamental Changes	106109
	8.04	Investments, Loans, Advances and Acquisitions	107109
	8.05	Asset Sales	109112
	8.06	Sale and Leaseback Transactions	110113
	8.07	Restricted Payments	110113
	8.08	Transactions with Affiliates	112115
	8.09	Restrictive Agreements	113115
	8.10	Prepayments of Specified Indebtedness and Amendments to Specified Indebtedness and Organizational Documents	114117
	8.11	Financial Covenants	115118
	8.12	Sanctions; Anti-Corruption Laws	116118



 






    	 	ii	 



     


    

 


	ARTICLE IX EVENTS OF DEFAULT AND REMEDIES	116119
	 	 
	9.01	Events of Default	116119
	9.02	Remedies Upon Event of Default	118121
	9.03	Application of Funds	119122
	 	 	 
	ARTICLE X ADMINISTRATIVE AGENT	120122
	 	 
	10.01	Appointment and Authority	120123
	10.02	Rights as a Lender	120123
	10.03	Exculpatory Provisions	121123
	10.04	Reliance by Administrative Agent	122124
	10.05	Delegation of Duties	122125
	10.06	Resignation of Administrative Agent	122125
	10.07	Non-Reliance on Administrative Agent and Other Lenders	124126
	10.08	No Other Duties; Etc.	124127
	10.09	Administrative Agent May File Proofs of Claim; Credit Bidding	124127
	10.10	Collateral and Guaranty Matters	125128
	10.11	Secured Cash Management Agreements and Secured Hedge Agreements	126129
	 	 	 
	ARTICLE XI MISCELLANEOUS	127129
	 	 
	11.01	Amendments, Etc.	127129
	11.02	Notices; Effectiveness; Electronic Communications	129131
	11.03	No Waiver; Cumulative Remedies; Enforcement	131133
	11.04	Expenses; Indemnity; Damage Waiver	131134
	11.05	Payments Set Aside	134136
	11.06	Successors and Assigns	134137
	11.07	Treatment of Certain Information; Confidentiality	140142
	11.08	Rights of Setoff	140143
	11.09	Interest Rate Limitation	141144
	11.10	Counterparts; Integration; Effectiveness	141144
	11.11	Survival of Representations and Warranties	141144
	11.12	Severability	142144
	11.13	Replacement of Lenders	142145
	11.14	Governing Law; Jurisdiction; Etc.	143145
	11.15	Waiver of Jury Trial	144146
	11.16	No Advisory or Fiduciary Responsibility	144147
	11.17	Electronic Execution of Assignments and Certain Other Documents	145147
	11.18	USA PATRIOT Act Notice	145148
	11.19	Judgment Currency	145148
	11.20	Release of Collateral and Guaranty Obligations	146148
	11.21	Entire Agreement	146149
	11.22	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	147149
	11.23	Acknowledgement Regarding Any Supported QFCs	147150
	11.24	Waiver of Borrower Rights	148151
	11.25	Certain ERISA Matters	148151


  



    	 	iii	 



     


    




 


SCHEDULES


 


	2.01	Commitments and Applicable Percentages
	6.01	Subsidiaries
	6.18	Insurance
	7.12	Post-Closing
	8.01	Indebtedness Existing on the Closing Date
	8.02	Liens Existing on the Closing Date
	8.04	Investments Existing on the Closing Date
	8.09	Restrictive Agreements Existing on the Closing Date
	11.02	Certain Addresses for Notices
	11.06(e)	Voting Participants


 


EXHIBITS


 


	A-1	Form of Loan Notice
	A-2	Form of Swing Line Loan Notice
	A-3	Form of Letter of Credit Report
	A-4	Form of Additional L/C Issuer Notice
	B	Form of Note
	C	Forms of U.S. Tax Compliance Certificates
	D	Form of Compliance Certificate
	E	Form of Joinder Agreement
	F	Form of Assignment and Assumption
	G-1	Form of Permitted Pari Passu Intercreditor Agreement
	G-2	Form of Junior Priority Intercreditor Agreement
	H	Form of Voting Participant Notification


 






    	 	iv	 



     


    

 



 


CREDIT AGREEMENT


 


This CREDIT
AGREEMENT is entered into as of November 9, 2016 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the
 “Borrower”), the Guarantors (defined herein), the Lenders,
Swing Line Lenders and L/C Issuers (each as defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and
Swing Line Lender.


 


The Borrower has requested
that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms
and conditions set forth herein.


 


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


 


ARTICLE I


 


DEFINITIONS
AND ACCOUNTING TERMS


 


1.01        Defined
Terms.


 


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


 


“Acquisition
Period” shall mean any period commencing on the date that a Material Acquisition is consummated through and including the
last day of the fourth full fiscal quarter following the date on which such acquisition is consummated.


 


“Additional
Credit Extension Amendment” means any amendment to this Agreement and, if applicable, the other Loan Documents establishing
any Incremental Term Loan Commitment, Extended Term Loan, Extended Revolving Commitment or additionalother
Incremental Revolving Commitment of any Class entered into by the Loan Parties and the Administrative Agent pursuant
to Section 2.1 (which shall not require the consent of any Lender other than each Lender providing a Commitment or
Loan thereunder and, in the case of a Revolving Commitment, each L/C Issuer and theeach
Swing Line Lender).


 


“Additional
L/C Issuer Notice” means a notice in substantially the form of Exhibit A-4.


 


“Additional
Revolving Commitment” has the meaning specified in
Section 2.01(d).


 


“Adjustment”
has the meaning specified in Section 3.03(c).


 


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


 


“Administrative
Agent Fee Letter” means the fee letter agreement, dated September 23, 2016 among the Borrower, the Administrative
Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated.


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such
currency as the Administrative Agent may from time to time notify to the Borrower and the Lenders.


 






    


     


    

 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form approved (such approval not to be unreasonably withheld,
conditioned or delayed) by the Administrative Agent.


 


“Affected
Currency” has the meaning specified in Section 3.03(c).


 


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


 


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


 


“Agents”
means the Administrative Agent, the ArrangersArranger,
the Co-Syndication Agents and the Co-Documentation Agents.


 


“Aggregate
Revolving AA-1
Commitments” means the Revolving AA-1
Commitments of all the Revolving AA-1
Lenders. The initial amount of the Aggregate Revolving AA-1
Commitments in effect on the ClosingAmendment
No. 5 Effective Date is $319,148,936.00693,000,000.


 


“Aggregate
Revolving BB-1
Commitments” means the Revolving BB-1
Commitments of all the Revolving BB-1
Lenders. The initial amount of the Aggregate Revolving BB-1
Commitments in effect on the ClosingAmendment
No. 5 Effective Date is $180,851,064.0057,000,000.


 


“Agreement”
means this Credit Agreement.


 


“Agreement
Currency” has the meaning specified in Section 11.19.


 


“Alternative
Currency” means each of EuroEuros,
Sterling, Canadian Dollars, Australian Dollars, Yen, Danish Krone, Swedish
Krona, Swiss Francs and each other currency (other than Dollars) that is approved in accordance with Section 1.08.


 


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


 


“Amendment
No. 4” means Amendment No. 4 to Credit Agreement, dated as of the Amendment No. 4 Effective Date, by and
among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.


 


“Amendment
No. 5” means Amendment No. 5 to Credit Agreement, dated as of the Amendment No. 5 Effective Date, by and among
the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto


 


“Amendment
No. 4 Effective Date” means April 17, 2020.


 


“Amendment
No. 5 Effective Date” means September 17, 2020.


 






    2


     


    

 


“Applicable
Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving AA-1
Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving AA-1
Commitments represented by such Lender’s Revolving AA-1
Commitment at such time; provided that if the commitment of each Lender to make Revolving AA-1
Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 9.02
or if the Aggregate Revolving AA-1
Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent assignments, (b) with respect to such Lender’s
Revolving BB-1
Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving BB-1
Commitments represented by such Lender’s Revolving BB-1
Commitment at such time; provided that if the commitment of each Lender to make Revolving BB-1
Loans has been terminated pursuant to Section 9.02 or if the Aggregate Revolving BB-1
Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent assignments; and (c) with respect to such Lender’s
Term Loans of any Class at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal
amount of Term Loan of such Class held by such Lender at such time. The initial Applicable Percentage of each Lender is set
forth opposite the name of such Lender on Schedule 2.011
to Amendment No. 5 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as
applicable. The Applicable Percentages shall be subject to adjustment as provided in Section 2.15.


 


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


 


	Pricing Tier	Consolidated Net Leverage Ratio	Commitment Fees	Eurocurrency Rate Loans and Letter of Credit Fees	Base Rate Loans
	1	≥ 4.754.00:1.00	0.40%	2.25%	1.25%
	2	< 4.754.00:1.00 and 

 ≥ 4.003.25:1.00	0.35%	2.00%	1.00%
	3	< 4.003.25:1.00 and 

 ≥ 3.252.50:1.00	0.30%	1.75%	0.75%
	4	< 2.50:1.00 and 

< 3.2≥ 1.75:1.00	0.25%	1.50%	0.50%
	5	< 1.75:1.00	0.20%	1.25%	0.25%


 






    3


     


    

 


Any increase or
decrease in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of
the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section
7.01(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with
such Section, then, upon the request of the Required Lenders, Pricing Tier 1 shall apply as of the first Business Day after
the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first
Business Day immediately following the date a Compliance Certificate is delivered in accordance with Section 7.01(c),
whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Net Leverage Ratio contained
in such Compliance Certificate. The Applicable Rate in effect from the ClosingAmendment
No. 5 Effective Date through the first Business Day immediately following the date a Compliance Certificate
is delivered pursuant to Section 7.01(c) for the Fiscal Quarter ending in February 2017November 2020
shall be determined based upon Pricing Tier 23.


 


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


 


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


 


“ArrangersArranger”
means (i) Merrill Lynch, Pierce, Fenner & Smith
Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all
of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related
businesses may be transferred following the Closing Date), Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Wells Fargo Securities,
LLC, in each case, in their capacities as joint lead arrangers and joint bookrunners. under
this Agreement and (ii) Bank of America, N.A., Goldman Sachs Bank USA, Wells Fargo Securities, LLC, Coöperatieve
Rabobank U.A., New York Branch and
JPMorgan Chase Bank, N.A., in each
case, in their capacities as joint lead arrangers and joint bookrunners for Amendment No. 5.


 


“Asset Sale”
means any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset
of the Borrower or any Restricted Subsidiary, pursuant to Section 8.05(h).


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit F or any other form (including electronic documentation generated by use of an electronic platform)
approved by the Administrative Agent.


 


“Attributable
Indebtedness” means with respect to any lease arising from a sale and leaseback transaction pursuant to Section 8.06
(i) with respect to any such lease that creates a Capital Lease Obligation, the Capitalized Lease Obligation thereunder and
(ii) with respect to any lease that does not result in a Capital Lease, the principal amount of the Capitalized Lease Obligation
that would result if such lease was treated as a Capital Lease (assuming an interest rate for such lease equal to the interest
rate applicable to Eurocurrency Rate Loans denominated in Dollars with a three month Interest Period commencing on the date such
lease is entered into).


 






    4


     


    

 


“Attributed
Principal Amount” means, on any day, with respect to any Permitted Receivables Financing entered into by the Borrower
or any Restricted Subsidiary, the aggregate amount (with respect to any such transaction, the “Invested Amount”)
paid to, or borrowed by, such Person as of such date under such Permitted Receivables Financing, minus the aggregate amount
received by the applicable Receivables Financier and applied to the reduction of the Invested Amount under such Permitted Receivables
Financing.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the “Lamb Weston” business of ConAgra for the
Fiscal Year ended May 29, 2016, and the related consolidated statements of income or operations and cash flows of the “Lamb
Weston” business of ConAgra for such Fiscal Year, including the notes thereto.


 


“Australian
Dollars” means the lawful currency of the Commonwealth of Australia.


 


“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(b)(iii).


 


“Availability
Period” means (a) with respect to the Revolving AA-1
Commitments, the period from and including the ClosingAmendment
No. 5 Effective Date to the earliest of (i) the Revolving AA-1
Credit Maturity Date, (ii) the date of termination of the Aggregate Revolving AA-1
Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Lender to make
Revolving AA-1
Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 9.02, and (b) with
respect to the Revolving BB-1
Commitments, the period from and including the ClosingAmendment
No. 5 Effective Date to the earliest of (i) the Revolving BB-1
Credit Maturity Date, (ii) the date of termination of the Aggregate Revolving BB-1
Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Lender to make
Revolving BB-1
Loans pursuant to Section 9.02.


 


“Available
Amount” means, at any time, an amount equal to the sum, without duplication, of:


 


(a)           $677,000,000,
plus


 


(ab)     50%
of Consolidated Net Income of the Borrower for the period (taken as a single accounting period but excluding any Fiscal Quarter
occurring solely during a Collateral and Guarantee Suspension
Period) commencing on the first day of the Borrower’s first full Fiscal Quarter commencing
after the Closing DateJune 1, 2020 and
ending on the last day of the most recent Fiscal Quarter for which financial statements of the Borrower have been delivered pursuant
to Section 7.01(a) or (b); plus


 


(bc)    100%
of the net cash proceeds received by the Borrower (other than from a Subsidiary of the Borrower) from the sale of Qualified Equity
Interests following the Closing Datesubsequent
to May 31, 2020 and prior to such time to the extent such proceeds have not been utilized as the basis for any
other transaction pursuant to Article VIII hereof; plus


 


(cd)    100%
of the net cash proceeds received by the Borrower or a Restricted Subsidiary (other than from the Borrower or a Subsidiary of the
Borrower) from the issuance or sale of Indebtedness of the Borrower or a Restricted Subsidiary following
the Closing Datesubsequent to May 31, 2020
and prior to such time to the extent such Indebtedness has been converted into Qualified Equity Interests prior to such time; plus


 


(de)     the
aggregate amount of cash returns received by the Borrower or any Restricted Subsidiary from any investments made pursuant to Section 8.04(q) prior
to such time (including upon the disposition of any such interest); plus


 






    5


     


    

 


(ef)      the
fair market value of the Borrower’s and its Restricted Subsidiaries’ investments in any Unrestricted Subsidiary at
the time it is designated as a Restricted Subsidiary to the extent the investment in such Unrestricted Subsidiary was made pursuant
to Section 8.04(q); minus


 


(fg)     the
aggregate amount of (i) investments made pursuant to Section 8.04(q), (ii) Restricted Payments made pursuant
to Section 8.07(i) and (iii) payments made in respect of Specified Indebtedness pursuant to Section 8.10(a)(ii),
in each case, prior to such time.


 


“Available
Currency” means Dollars and each Alternative Currency.


 


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


 


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


 


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


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the
rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”
and, (c) the
Eurocurrency Rate plus 1.0% and (d) 1.25%. The
 “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may
be priced at, above, or below such announced rate. Any change in such “prime rate” announced by Bank of America shall
take effect at the opening of business on the day specified in the public announcement of such change.


 


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


 


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


 


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


 


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


 


“Board of
Directors” means, with respect to any Person, the board of directors of such Person (or equivalent governing body) or
any committee thereof duly authorized to act on behalf of such board of directors (or equivalent governing body).


 






    6


     


    

 


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


 


“Borrower
Materials” has the meaning specified in Section 7.01.


 


“Borrower
Rights” means all statutory or regulatory rights of a borrower to disclosure of effective interest rates, differential
interest rates, review of credit decisions, distressed loan restructuring, rights of first refusal, and such other rights and privileges
as may be provided by the Agricultural Credit Act of 1987, 12 U.S.C. §§ 2199-2202e, and the implementing regulations
of the Farm Credit Administration, 12 C.F.R. § 617.7000, et seq.


 


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


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated
in Dollars is located and (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated
in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or
any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means
any such day that is also a London Banking Day; (b) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency
Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate
Loan, means a TARGET Day; (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated
in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted
by and between banks in the London or other applicable offshore interbank market for such currency; and (d) if such day relates
to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency
Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro
to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings),
means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such
currency.


 


“Canadian
Dollars” means the lawful currency of Canada.


 


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


 


“Capital Lease
Obligations” means the aggregate principal component of capitalized lease obligations relating to a Capital Lease determined
in accordance with GAAP.


 


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


 






    7


     


    

 


“Cash Equivalents”
means:


 


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


 


(b)           investments
in (1) commercial paper and variable or fixed rate notes issued by (A) any domestic commercial bank of recognized standing
having capital and surplus in excess of $250,000,000 or (B) any bank whose short-term commercial paper rating from S&P
is at least A-1 or from Moody’s is at least P-1 (any such bank described in this clause (b) being an “Approved
Bank”) (or by the parent company thereof) or (2) any commercial paper or variable rate notes issued by, or guaranteed
by any domestic corporation rated A-1 or better by S&P or P-1 or better by Moody’s, and in each case maturing within
270 days from the date of acquisition thereof;


 


(c)           investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any Approved Bank;


 


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


 


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


 


(f)            other
investments made for cash management purposes in any jurisdiction outside the United States where the Borrower or its Restricted
Subsidiaries conduct business that are classified as “cash equivalents” in accordance with GAAP.


 


“Cash Management
Agreement” means any agreement to provide treasury or cash management services, including deposit accounts, overnight
draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse,
zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and
trade finance services and other cash management services and any Designated ChineseForeign
Subsidiary Guarantee Obligations.


 


“Cash Management
Bank” means the Administrative Agent or any Lender (or Affiliate of the Administrative Agent or a Lender) that is a party
to a Cash Management Agreement with a Loan Party or any Restricted Subsidiary on the Closing Date or at the time such Cash Management
Agreement is entered into (whether such Person thereafter ceases to be the Administrative Agent or a Lender or an Affiliate of
the Administrative Agent or a Lender).


 


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


 


“CFC Holdco”
means a Domestic Subsidiary that has no material assets other than the capital stock of one or more Foreign Subsidiaries that are
CFCs.


 






    8


     


    

 


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


 


“Change of
Control” means the occurrence of any of the following after the Spin-Off: (1) any “person” or “group”
(as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, directly or indirectly, of more than
35% of the voting power of the capital stock of the Borrower, entitled to vote for members of the board of directors or equivalent
governing body of the Borrower on a fully diluted basis; or (2) a “change of control” or similar event occurs
with respect to the Borrower under the documentation evidencing any Material Indebtedness. Notwithstanding the foregoing, a Person
shall not be deemed to have beneficial ownership of capital stock subject to a stock purchase agreement, merger agreement or similar
agreement until the consummation of the transactions contemplated by such agreement unless such Person has the right to vote or
direct the voting of such capital stock.


 


“Class”,
when used in reference to any Loan, Borrowing, Lender or Commitment, (a) refers to whether such Loan, or the Loans comprising
such Borrowing, are Revolving AA-1
Loans, Revolving BB-1
Loans, Incremental Term A
Loans or any Class of Loans established after the ClosingAmendment
No. 5 Effective Date, (b) refers to whether such Commitment is a Revolving AA-1
Commitment, Revolving BB-1
Commitment, Incremental Term A
Loan Commitment or any Class of Commitments established after the ClosingAmendment
No. 5 Effective Date, and (c) refers to whether such Lender is a Revolving AA-1
Lender, Revolving BB-1
Lender, Incremental Term ALoan
Lender or any Lender established under any Class of Commitments or Loans established after the ClosingAmendment
No. 5 Effective Date, as applicable.


 


“Closing Date”
means the first date all the conditions precedent in Section 5.01
are satisfied or waived in accordance with Section 11.01November 9,
2016.


 


“Collateral”
means a collective reference to all property with respect to which Liens in favor of the Administrative Agent, for the benefit
of itself and the other holders of the Obligations, is or is purported to be granted pursuant to and in accordance with the terms
of the Collateral Documents. In no event shall “Collateral” include any Excluded Property.


 


“Collateral
Documents” means a collective reference to the Security Agreement and other security documents as may be executed and
delivered by the Borrower or any Guarantor pursuant to the terms of Section 5.01, Section 7.10 or any of
the Loan Documents.


 


“Collateral
and Guarantee Reinstatement Date” has the meaning specified
in Section 7.10(d).


 


“Collateral
and Guarantee Suspension Period” means any period (a) starting
on the date on which (i) no Default has occurred and is continuing, (ii) the Borrower has an Investment Grade Rating
from eachany two
of the Rating Agencies and (iii) a Responsible Officer of the Borrower has delivered a certificate to the Administrative Agent
stating that the forgoing conditions are satisfied and requesting that a Collateral and
Guarantee Suspension Period commence and (b) ending on the date the Borrower ceased to have an Investment Grade
Rating from eitherat
least two of the Rating Agencies.


 






    9


     


    

 


“Commitment”
means, as to each Lender, the Revolving AA-1 Commitment
of such Lender, the Revolving BB-1 Commitment
of such Lender, the Incremental Term A Loan
Commitment of such Lender and/or any Commitment of an additional Class established following the ClosingAmendment
No. 5 Effective Date of such Lender.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


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


 


“ConAgra”
means Conagra Brands, Inc., a Delaware corporation, f/k/a ConAgra Foods, Inc.


 


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


 


“Consolidated
EBITDA” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, an amount equal
to:


 


(a)           Consolidated
Net Income for such period plus


 


(b)           other
than with respect to clause (iv) below, an amount which, in the determination of Consolidated Net Income for such period,
has been deducted for, without duplication: (i) Consolidated Interest Expense, (ii) provision for taxes based on income,
profits or capital of the Borrower and its Restricted Subsidiaries, including, without limitation, federal, state, franchise, excise
and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to
such taxes or arising from any tax examinations, (iii) depreciation and amortization expense and all other non-cash charges
(including impairment charges), expenses or losses (except for any such expense that (x) requires accrual of a reserve for
anticipated future cash payments for any period or (y) represents a write-down of current assets), (iv) (1) pro
forma costs savings permitted to be reflected in pro forma financial statements prepared in accordance with Regulation S-X of the
Securities Exchange Act of 1934 and (2) the amount of pro forma cost savings, operating expense reductions and synergies (collectively,
 “Cost Savings”) that are reasonably expected by the Borrower to result over the next succeeding four Fiscal
Quarter period (calculated as though such Cost Savings had been realized on the first day of such period) as a result of, or in
connection with, actions (including Permitted Acquisitions or Dispositions outside the ordinary course of business) consummated
during such period or expected to be taken within twelve months, provided that (A) such Cost Savings are reasonably
identifiable, quantifiable and factually supportable, (B) the aggregate amount of such Cost Savings added pursuant to this
clause (iv)(2) during such period shall not exceed an amount equal to 10% of Consolidated EBITDA for such period (calculated
without giving effect to any amounts added back pursuant to this clause (iv)(2)) and (C) such pro forma Cost Savings
shall only be added back for quarters ending on or prior to the last day of the fourth full Fiscal Quarter following the applicable
action, and in each case described in this clause (iv), no Cost Savings shall be added pursuant to this clause (iv) to the
extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or
otherwise, for such period, (v) (1) non-recurring, extraordinary or unusual cash charges, expenses or losses not exceeding
$25,000,000 in any four Fiscal Quarter period and (2) all charges, expenses or losses in connection with the Transactions
that are incurred or accrued prior to the second anniversary of the Closing Date, (vi) any contingent or deferred payments
(including earn-out payments, non-compete payments and consulting payments but excluding ongoing royalty payments) made in connection
with any Permitted Acquisition, (vii) the amount of write-offs or amortization of deferred financing fees, commissions, fees
and expenses (including any write-offs or amortization of fees and expenses related to Permitted Receivables Financings), (viii) losses
from foreign exchange translation adjustments or Swap Contracts during such period, (ix) losses associated with discontinued
operations (but only after such operations are no longer owned or operated by the Borrower or a Restricted Subsidiary); (x) acquisition
integration costs and fees, including cash severance payments made in connection with acquisitions; (xi) any costs or expenses
incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement
or any stock subscription or stockholders agreement to the extent that such costs or expenses are funded with cash proceeds contributed
to the capital of the Borrower or net cash proceeds of issuance of Equity Interests of the Borrower; (provided that such net cash
proceeds shall not increase the Available Amount) and (xii) the fees and expenses paid to third parties during such period
that directly arise out of and are incurred in connection with any Permitted Acquisition, investment, asset disposition, issuance
or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument
(in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not
completed, and including transaction expenses incurred in connection therewith) or early extinguishment of Indebtedness to the
extent such items were subject to capitalization prior to the effectiveness of Financial Accounting Standards Board Statement No. 141R
 “Business Combinations” but are required under such statement to be expensed currently, minus


 






    10


     


    

 


(c)           the
following to the extent included in the determination of Consolidated Net Income for such period, without duplication: (i) non-cash
credits, income or gains, including non-cash gains from foreign exchange translation adjustments or Swap Contracts during such
period (but excluding any non-cash credits, income or gains that represent an accrual in the ordinary course), (ii) any extraordinary
or unusual income or gains (including amounts received on early terminations of Swap Contracts), (iii) any federal, state,
local and foreign income tax credits and (iv) income associated with discontinued operations (but only after such operations
are no longer owned or operated by the Borrower or a Restricted Subsidiary);.


 


provided, that, notwithstanding
anything to the contrary contained herein (but subject to adjustments on a Pro Forma Basis for events occurring after the Closing
Date), (x) Consolidated EBITDA for the portion of the Fiscal Quarter in which the Closing Date occurs for the period prior
to the Closing Date shall be calculated in a manner consistent with the methodology used to calculate the deemed Consolidated EBITDA
amounts provided below for each of the Fiscal Quarters ending on the date set forth below, and (y) Consolidated EBITDA shall
be deemed to be the amount set forth below opposite such Fiscal Quarter:


 


	Fiscal Quarter 	Consolidated EBITDA
	Ended February 28, 2016	$170,800,000
	 Ended May 29, 2016	$157,600,000
	 Ended August 28, 2016	$171,900,000


 


“Consolidated
Funded Indebtedness” means, as of any date of determination with respect to the Borrower and its Restricted Subsidiaries
on a consolidated basis, without duplication, the sum of: (a) the outstanding principal amount of all obligations for borrowed
money, whether current or long-term (including the Loans) and all obligations evidenced by bonds, debentures, notes, loan agreements
or other similar instruments or upon which interest payments are customarily made; (b) all obligations arising under letters
of credit (including standby and commercial), but only to the extent consisting of unpaid reimbursement obligations in respect
of drawn amounts under letters of credit; (c) all Capitalized Lease Obligations; (d) all obligations issued or assumed
as the deferred purchase price of assets or services purchased (other than contingent earn-out payments and other contingent deferred
payments, and trade debt incurred in the ordinary course of business) which would appear as liabilities on a balance sheet in accordance
with GAAP; (e) all Disqualified Equity Interests of such Persons; (f) all Guarantees with respect to outstanding Indebtedness
of the type specified in clauses (a) through (e) above of another Person; and (g) all Indebtedness of the types
referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is
itself a corporation, limited liability company or similar limited liability entity) in which the Borrower or any of its Restricted
Subsidiaries is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such
Person.


 






    11


     


    

 


“Consolidated
Interest Coverage Ratio” means, the ratio, determined as of the end of each Fiscal Quarter of the Borrower for the most-recently
ended four Fiscal Quarters, of (a) Consolidated EBITDA to (b) Consolidated Interest Expense paid or payable in
cash (and, to the extent not otherwise included in Consolidated Interest Expense, the loss or discount on the sale of Transferred
Assets to any Receivables Financier in connection with a Permitted Receivables Financing), all calculated for the Borrower and
its Restricted Subsidiaries on a consolidated basis in accordance with GAAP.


 


“Consolidated
Interest Expense” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis without
duplication, the following (in each case as determined in accordance with GAAP): (a) all interest in respect of Consolidated
Funded Indebtedness (including the interest component of synthetic leases, account receivables securitization programs, off-balance
sheet loans or similar off-balance sheet financing products) accrued during such period (whether or not actually paid during such
period) determined after giving effect to any net payments made or received under interest rate Swap Contracts minus (b) the
sum of (i) all interest income during such period and (ii) to the extent included in clause (a) above, the amount
of write-offs or amortization of deferred financing fees, commissions, fees and expenses (including write-offs or amortization
of fees and expenses related to Permitted Receivables Financings), and amounts paid (or plus any amounts received) on early terminations
of Swap Contracts plus (c) the loss or discount on the sale of Transferred Assets to any Receivables Financier in connection
with a Permitted Receivables Financing.


 


“Consolidated
Net Income” for any period means the consolidated net income (or loss) attributable to the Borrower for such period determined
on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent
otherwise included therein), without duplication:


 


(1)           the
net income (or loss) of any Person that is not a Restricted Subsidiary, except (i) to the extent such income has actually
been distributed in cash to the Borrower or any Restricted Subsidiary during such period and (ii) in the case of the Existing
Joint Ventures, for other equity of the Borrower and its Restricted Subsidiaries in the earnings of the Existing Joint Ventures
in excess of the amount included pursuant to clause (1)(i) so long as the amount included in this clause (1)(ii) for
any period does not exceed 6.0% of Consolidated EBITDA for such period;


 


(2)           gains
and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;


 


(3)           the
cumulative effect of any change in accounting principles; and


 


(4)           gains
and losses from dispositions of assets outside the ordinary course of business or upon early retirement of Indebtedness.


 






    12


     


    

 



 


“Consolidated
Net Leverage Ratio” means, on any date, the ratio of (a) Consolidated Funded Indebtedness on such date, minus
(i) unrestricted cash and Cash Equivalents of Loan Parties (it being agreed that cash or Cash Equivalents (x) placed
on deposit with a trustee to discharge or defease Indebtedness or (y) to the extent proceeds of Indebtedness incurred to finance
an acquisition and held in escrow pending the consummation of such acquisition to consummate such acquisition or prepay such Indebtedness
shall be considered unrestricted to the extent the related Indebtedness is included in Consolidated Funded Indebtedness) and (ii) to
the extent not prohibited from being distributed to a Loan Party pursuant to any Law, Contractual Obligation or Organization Document,
75% of the amount of unrestricted cash and Cash Equivalents of Restricted Subsidiaries that are not Loan Parties (it being agreed
that cash or Cash Equivalents segregated or held in escrow to prepay Indebtedness or to consummate an acquisition shall be considered
unrestricted) to (b) Consolidated EBITDA for the period of four consecutive Fiscal Quarters ended on such date (or,
if such date is not the last day of a Fiscal Quarter, ended on the last day of the Fiscal Quarter most recently ended prior to
such date for which financial statements have been delivered pursuant to Section 7.01(a) or (b)).


 


“Consolidated
Secured Net Leverage Ratio” means, on any date, the ratio of (a) Consolidated Funded Indebtedness on such date (other
than any Consolidated Funded Indebtedness that is unsecured), minus (i) unrestricted cash and Cash Equivalents of Loan Parties
(it being agreed that cash or Cash Equivalents (x) placed on deposit with a trustee to discharge or defease Indebtedness or
(y) to the extent proceeds of Indebtedness incurred to finance an acquisition and held in escrow pending the consummation
of such acquisition to consummate such acquisition or prepay such Indebtedness shall be considered unrestricted to the extent the
related Indebtedness is included in Consolidated Funded Indebtedness) and (ii) to the extent not prohibited from being distributed
to a Loan Party pursuant to any Law, Contractual Obligation or Organization Document, 75% of the amount of unrestricted cash and
Cash Equivalents of Restricted Subsidiaries that are not Loan Parties (it being agreed that cash or Cash Equivalents segregated
or held in escrow to prepay Indebtedness or to consummate an acquisition shall be considered unrestricted) to (b) Consolidated
EBITDA for the period of four consecutive Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal
Quarter, ended on the last day of the Fiscal Quarter most recently ended prior to such date for which financial statements have
been delivered pursuant to Section 7.01(a) or (b)).


 


“Consolidated
Total Assets” means the total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis.


 


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


 


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


 


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


 


“Danish
Krone” means the lawful currency of Denmark.


 


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


 






    13


     


    

 


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


 


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


 


“Defaulting
Lender” means, subject to Section 2.15(d), any Lender that (a) has failed to (i) fund all or any
portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s reasonable good faith
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable
default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent,
any L/C Issuer, theany
Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the
Administrative Agent, any L/C Issuer or theany
Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement
to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and
states that such position is based on such Lender’s reasonable good faith determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement)
cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the
Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations
hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent
company that has, (i) become the subject of a proceeding under any Debtor Relief Law or a Bail-In Action or (ii) had
publicly appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting
in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition
of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such
ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective
date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section 2.15(d)) as of the date established therefor by the Administrative Agent in a written notice
of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuers, theeach
Swing Line Lender and each other Lender promptly following such determination.


 


“Designated
ChineseForeign
Subsidiary Guarantee Obligations” means any agreement providing for a Guarantee by the Borrower of the
obligations of one or more Restricted Subsidiaries of the Borrower organized under the laws of
China that is(that are not Domestic Subsidiaries)
designated in writing by a Responsible Officer of the Borrower to the Administrative Agent as a “Designated ChineseForeign
Subsidiary Guarantee Obligation”; provided that the Borrower shall not permit the aggregate principal amount
of Guarantees of Indebtedness constituting Designated ChineseForeign
Subsidiary Guarantee Obligations to exceed RMB450,000,000 at any time(x) $75,000,000
plus (y) in the case of Designated Foreign Subsidiary Guarantee Obligations in respect of Foreign Subsidiaries organized under
the Laws of the People’s Republic of China, RMB675,000,000.


 






    14


     


    

 


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


 


“Designated
Non-Cash Consideration” means the fair market value (as determined in good faith by the Borrower) of non-cash consideration
received by the Borrower or one of its Restricted Subsidiaries in connection with a Disposition that is so designated as Designated
Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent,
setting forth such valuation, less the amount of cash or Cash Equivalents received by the Borrower or a Restricted Subsidiary (other
than from the Borrower or a Restricted Subsidiary) in connection with a subsequent Disposition of such Designated Non-Cash Consideration.


 


“Disposition”
has the meaning specified in Section 8.05.


 


“Disqualified
Equity Interests” means any Equity Interest that, by its terms (or by the terms of any other Equity Interests into which
it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a
result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control
or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and
payable and the termination of the Commitments and the termination or expiration of all outstanding Letters of Credit (unless the
Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized), (b) is redeemable at the option of
the holder thereof (other than solely for Qualified Equity Interests and other than as a result of a change of control or asset
sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject
to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments
and the expiration or termination of all outstanding Letters of Credit (unless the Outstanding Amount of the L/C Obligations related
thereto has been Cash Collateralized), or (c) is or becomes convertible into or exchangeable for Indebtedness or any other
Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days
after the Latest Maturity Date at the time of issuance of such Equity Interests, but only with respect to that portion of the Equity
Interests that would satisfy clauses (a) through (c) prior to the date that is ninety-one (91) days after the Latest
Maturity Date at the time of issuance of such Equity Interests; provided that (x) if such Equity Interests are issued
pursuant to a plan for the benefit of employees of the Borrower or any of its Subsidiaries, such Equity Interests shall not constitute
Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or its Restricted Subsidiaries
in order to satisfy applicable statutory or regulatory obligations and (y) if such Equity Interest is held by any future,
present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or immediate
family members) of the Borrower or any of its Subsidiaries, such Equity Interests shall not constitute Disqualified Equity Interests
because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option,
stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar
agreement that may be in effect from time to time.


 


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


 






    15


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and
(v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).


 


“Environment”
shall mean ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata
and natural resources such as wetlands, flora and fauna.


 


“Environmental
Laws” means all applicable laws (including the common law), rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way
to the Environment, to human health and safety, or the management, Release or threatened Release of any Hazardous Material.


 


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


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination.


 






    16


     


    

 


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


 


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


 


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


 


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


 


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


 


“Eurocurrency
Rate” means:


 


		(a)	With respect to any Credit Extension:



 


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


 


(ii)        denominated
in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”), or a comparable
or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to
time) at or about 10:00 a.m. (Toronto, Ontario time) two Business Days prior to the commencement of such Interest Period (or
such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the
Administrative Agent) with a term equivalent to such Interest Period;


 






    17


     


    

 


(iii)         denominated
in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“BBSY”) or a comparable or
successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to
time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest
Period;


 


(iv)        denominated
in Swedish Krona, the rate per annum equal to the Stockholm Interbank Offered Rate (“STIBOR”) or a comparable or successor
rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other
commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at
or about 11:00 a.m. (Stockholm, Sweden time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


(v)         denominated
in Danish Krone, the rate per annum equal to the Copenhagen Interbank Offered Rate (“CIBOR”) or a comparable or successor
rate, which rate is approved by the Administrative Agent as currently published on the applicable Bloomberg screen page (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to
time) at or about 11:00 a.m. (Copenhagen, Denmark time) on the Rate Determination Date with a term equivalent to such Interest
Period;


 


(iiivi)      with
respect to a Credit Extension denominated in any other Non-LIBOR Quoted Currency (other than Canadian Dollars,
Australian Dollars, Swedish Krona and Danish Krone), the rate per annum as designated with respect to such Alternative
Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.06
(a); and


 


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



 


provided that to the extent a comparable
or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved
rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market
practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent; and if the Eurocurrency Rate shall be less than zero0.25%,
such rate shall be deemed zero0.25%
for purposes of this Agreement.


 


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


 


“Event of
Default” has the meaning specified in Section 9.01.


 


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


 






    18


     


    

 


“Excluded
Subsidiary” means (i) any Unrestricted Subsidiary, (ii) any Foreign Subsidiary, (iii)  any Subsidiary
of a Foreign Subsidiary that is a CFC, (iv) any CFC Holdco, (v) any Subsidiary that is not a Wholly-Owned Restricted
Subsidiary, (vi) any Subsidiary that is subject to regulation as an insurance company, (vii) any Receivables Financing
SPC, (viii) any Subsidiary acquired after the Closing Date that is prohibited by applicable Law or by any contractual obligation
existing at the time of such acquisition thereof (so long as such prohibition is not created in contemplation of such acquisition)
from guaranteeing the Obligations, or which would require governmental (including regulatory) consent, approval, license or authorization
to provide a guaranty and such consent, approval, license or authorization not has been received after such Subsidiary’s
commercially reasonable efforts to obtain such consent, approval, license or authorization and (ix) not-for-profit Subsidiaries.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and only to the extent that, all or a
portion of the Guaranty of such Guarantor of, or the grant under a Loan Document by such Guarantor of a security interest to secure,
such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official
interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and any and all guarantees
of such Guarantor’s Swap Obligations by other Loan Parties and any keepwell, support or other agreement for the benefit of
such Guarantor) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective
with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract,
such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty
or security interest is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes
imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than
pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending
Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii),
3.01(a)(iii) or 3.01(c), amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and
(d) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“Existing
Joint Ventures” means Lamb-Weston/Meijer v.o.f., Lamb-Weston/RDO Frozen, CAGLW
Hydro, LLC and Lamb Weston BSW, LLCAlimentos
Modernos S.A.


 


“Extended
Revolving Commitment” means any Revolving Commitments established pursuant to Section 2.01(d) in the
form of Extended Revolving Commitments.


 


“Extended
Revolving Lender” means a Lender with an Extended Revolving Commitment.


 


“Extended
Revolving Maturity Date” means, with respect to any Extended Revolving Commitment, the final maturity date thereof as
specified in the applicable Additional Credit Extension Amendment.


 


“Extended
Term Lender” has the meaning set forth in Section 2.01(e)(1).


 






    19


     


    

 


“Extended
Term Loan” means any Term Loans established pursuant to Section 2.01(e)(1).


 


“Extended
Term Maturity Date” means, with respect to any Extended Term Loan, the final maturity date thereof as specified in the
applicable Additional Credit Extension Amendment.


 


“Extension”
has the meaning set forth in Section 2.01(e)(1).


 


“Extension
Offer” has the meaning set forth in Section 2.01(e)(1).


 


“Farm Credit
Equities” has the meaning specified in Section 7.11(a).


 


“Farm Credit
Lender” means a federally-chartered Farm Credit System
lending institution organized and existing pursuant to the provisions ofunder
the Farm Credit Act of 1971 and under the regulation of the Farm Credit Administration.


 


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


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or
official interpretations thereof and any agreements entered into pursuant to current Section 1471(b)(1) of
the Internal Revenue Code, and any
fiscal or regulatory legislation, rules or official practices adopted pursuant to any intergovernmental agreements
entered into in connection with the implementation of such currentagreement,
treaty or convention among Governmental Authorities and implementing such Sections of the Code (or
any such amended or successor version described above).


 


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


 


“Fee Letter”
means each of the Administrative Agent Fee Letter and each fee letter dated as of September 23, 2016 by and between the Borrower
and any Arranger.


 


“Fitch”
means Fitch Ratings, Inc. and its successors.


 


“Financial
Officer” means the chief executive officer, chief financial officer, principal accounting officer, treasurer or controller
of the Borrower (or any other officer reasonably acceptable to the Administrative Agent).


 


“Fiscal Quarter”
means a fiscal quarter of a Fiscal Year.


 






    20


     


    

 


“Fiscal Year”
means the fiscal year of the Borrower and its Subsidiaries, which period shall be the annual period ending on the last Sunday in
May of each year, as may be changed in accordance with Section 8.03(b).


 


“Foreign Asset
Sale” has the meaning specified in Section 2.05(b)(iv).


 


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


 


“Foreign Recovery
Event” has the meaning specified in Section 2.05(b)(iv).


 


“Foreign Subsidiary”
means any Subsidiary that is not organized under the laws of any State of the United States or the District of Columbia.


 


“Form 10”
means the registration statement on Form 10 of the Borrower, filed with the SEC on July 13, 2016.


 


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


 


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


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, consistently applied and as in effect from time to time.


 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank) and any group or body charged with setting regulatory capital rules or
standards (including, without limitation, the Basel Committee on Banking Supervision or any successor or similar authority thereto).


 


“Guarantor
Name Change” means ConAgra Foods Lamb Weston, Inc.’s name change to Lamb Weston, Inc.


 


“Guarantors”
means, collectively, (a) each Domestic Subsidiary of the Borrower identified as a “Guarantor” on the signature
pages heretoto
Amendment No. 5, (b) each Person that joins as a Guarantor pursuant to Section 7.10 or otherwise,
and (c) with respect to (i) obligations under any Secured Hedge Agreement, (ii) obligations under any Secured Cash
Management Agreement and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01
and 4.08) under the Guaranty, the Borrower (to the extent not the direct obligor with respect thereto).


 






    21


     


    

 


“Guarantee”
means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary
course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness
of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not
contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide
funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance
sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements or similar agreements
or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase assets, securities
or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless
the holder of such Indebtedness against loss in respect thereof. The amount of any Guarantee hereunder shall (subject to any limitations
set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger)
of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good faith.


 


“Guaranty”
means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the Obligations pursuant
to Article IV.


 


“Hazardous
Materials” means all substances, materials or wastes of any nature, which can give rise to liability under or that is
regulated pursuant to any Environmental Law.


 


“Hedge Bank”
means a party to a Swap Contract with a Loan Party or any Restricted Subsidiary that is the Administrative Agent or a Lender or
an Affiliate of the Administrative Agent or a Lender on the Closing Date or at the time such Swap Contract is entered into (whether
such Person thereafter ceases to be the Administrative Agent or a Lender or any Affiliate of the Administrative Agent or a Lender).


 


“Honor Date”
has the meaning specified in Section 2.03(c)(i).


 


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


 


“Impacted
Loans” has the meaning specified in Section 3.03(a).


 


“Incremental
Amount” means, at any time, the excess at such time of (i) the
greater of (A) $600,000,000 and (B) 75.0% of Consolidated
EBITDA for the most recently ended Test Period minus (ii) the sum of (x) the aggregate principal amount of
Incremental Equivalent Debt incurred pursuant to Section 8.01(t) prior to such time and (y) the aggregate
principal amount of Incremental Term Loans (other than Refinancing Term Loans) and increases to the Revolving Commitments implemented
prior to such time pursuant to Section 2.01(d).


 


“Incremental
Equivalent Debt” means any Indebtedness of the Borrower (which may be guaranteed by the Guarantors); provided
that (i) such Indebtedness shall not provide for scheduled amortization (including, for the avoidance of doubt, any principal
payment at final scheduled maturity) in excess of 5% per annum of the original principal amount thereof prior to the 91st
day following the Latest Maturity Date at such time, (ii) the covenants and events of default contained in the agreements
governing such Indebtedness are not, taken as a whole, materially more restrictive on the Borrower and its Restricted Subsidiaries
(as determined in good faith by a Responsible Officer of the Borrower) than the terms of this Agreement unless the Borrower enters
into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender)
to add such more restrictive terms for the benefit of the Lenders, (iii) such Indebtedness shall not be guaranteed by any
Subsidiary of the Borrower that is not a Loan Party and (iv) such Indebtedness shall either be unsecured or, pursuant to a
Permitted Intercreditor Agreement, shall be secured on a pari passu basis with the Obligations or a junior priority basis to the
Obligations.


 






    22


     


    

 


“Incremental
Revolving Commitment” has the meaning specified in Section 2.01(d).


 


“Incremental
Term Loan” means any loans made pursuant to any Incremental Term Loan Commitment.


 


“Incremental
Term Loan Commitment” means, as to any Lender, its obligation to make its portion of an Incremental Term Loan to the
Borrower pursuant to Section 2.01(d) in the principal amount set forth in the applicable Additional Credit Extension
Amendment.


 


“Incremental
Term Loan Lender” means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.


 


“Incremental
Term Loan Maturity Date” means the final maturity date for such Incremental Term Loan as set forth in the applicable
Additional Credit Extension Amendment.


 


“Indebtedness”
means, as of any date of determination with respect to any Person, without duplication: (a) the outstanding principal amount
of all obligations for borrowed money, whether current or long-term and all obligations evidenced by bonds, debentures, notes,
loan agreements or other similar instruments or upon which interest payments are customarily made; (b) the maximum amount
available to be drawn under letters of credit (including standby and commercial) and bankers’ acceptances, including unpaid
reimbursement obligations in respect of drawn amounts under letters of credit or bankers’ acceptance facilities; (c) all
Attributable Indebtedness and Capitalized Lease Obligations and attributable indebtedness under synthetic leases, account receivables
securitization programs, off-balance sheet loans or similar off-balance sheet financing products; (d) all obligations of such
Person under conditional sale or other title retention agreements relating to assets purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (e) all
obligations issued or assumed as the deferred purchase price of assets or services purchased (other than contingent earn-out payments
and other contingent deferred payments, and trade debt incurred in the ordinary course of business) which would appear as liabilities
on a balance sheet; (f) all Disqualified Equity Interests issued by such Person; (g) all net obligations of such Person
under Swap Contracts; (h) all Guarantees with respect to outstanding Indebtedness of the type specified in clauses (a) through
(g above of another person; (i) all Indebtedness of the type specified in clauses (a) through (h) above of another
Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of production from, assets owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed; provided that, if such Person has not assumed such obligations, then the amount of Indebtedness
of such Person for purposes of this clause (i) shall be equal to the lesser of the amount of the obligations of the holder
of such obligations and the fair market value of the assets of such Person which secure such obligations; and (j) all Indebtedness
of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture
that is itself a corporation, limited liability company or similar limited liability entity) in which such Person is a general
partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person.


 






    23


     


    

 


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


 


“Indemnitee”
has the meaning specified in Section 11.04(b).


 


“Information”
has the meaning specified in Section 11.07.


 


“Intellectual
Property” means the Copyrights, Trademarks and Patents (each with the meaning specified in the Security Agreement).


 


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


 


“Interest
Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed
or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (or, in
the case of a Eurocurrency Rate Loan denominated in Dollars, one week, and subject to availability to all affected Lenders, one
week (in the case of a Eurocurrency Rate Loan denominated in any Alternative Currency) or twelve months), as selected by the Borrower
in its Loan Notice; provided that:


 


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


 


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


 


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


 


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


 


“Investment
Grade Rating” shall exist at any time that the Borrower’s long-term non-credit enhanced debt is rated at least
BBB- or Baa3 by two
of Moody’s and at least BBB- by,
S&P and Fitch (or, if eitherany
such Rating Agency shall cease to provide such a rating, an equivalent rating from a replacement Rating Agency).


 


“IRS”
means the United States Internal Revenue Service.


 






    24


     


    

 



 


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


 


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


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit E executed and delivered by a Subsidiary in accordance
with the provisions of Section 7.10 or any other documents as the Administrative Agent shall deem appropriate for such
purpose.


 


“Judgment
Currency” has the meaning specified in Section 11.19.


 


“Latest Maturity
Date” means, at any time, the then latest Maturity Date of any Loan or Commitment hereunder.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case having the force
of law.


 


“L/C Advance”
means, with respect to each Revolving AA-1
Lender, such Revolving AA-1
Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances
shall be denominated in Dollars.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Borrowing of Revolving AA-1
Loans. All L/C Borrowings shall be denominated in Dollars.


 


“L/C Credit
Extension” means, with respect to any Letter of Credit, the issuance thereof or extension (other than an automatic or
 “evergreen” extension) of the expiry date thereof, or the increase of the amount thereof.


 


“L/C Issuer”
means Bank of America, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National
Association and each other Lender selected by the Borrower as an L/C Issuer, with such selection to be agreed to
by such Lender in its sole discretion and approved by the Administrative Agent (such approval not to be unreasonably withheld,
conditioned or delayed) and subject to receipt by the Administrative Agent of a fully executed Additional L/C Issuer Notice, in
each case, in its capacity as issuer of Letters of Credit hereunder, with each of their respective successors in such capacity.


 


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


 






    	 	 25	 



     


    

 


“LCA Election”
has the meaning specified in Section 1.10.


 


“LCA Test
Date” has the meaning specified in Section 1.10.


 


“Lenders”
means the Revolving AA-1
Lenders, the Revolving BB-1
Lenders, the Term A Lenders, the Extended Revolving Lenders, the Extended Term
Lenders and/or the Incremental Term Loan Lenders, as the context may require.


 


“Lending Office”
means, as to the Administrative Agent, theany
Swing Line Lender, the L/C Issuer or any Lender, the office or offices, branch or Affiliate of such Person described as such in
such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the
Borrower and the Administrative Agent, which office may include any Affiliate of such Person or any domestic or foreign branch
of such Person or such Affiliate. Unless the context otherwise requires each reference to any such Person shall include its applicable
Lending Office.


 


“Letter of
Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a
presentation thereunder. Letters of Credit may be denominated in Dollars or in an Alternative Currency. Notwithstanding anything
to the contrary contained herein, a letter of credit issued by an L/C Issuer other than Bank of America shall not be a “Letter
of Credit” for purposes of the Loan Documents until such time as the Administrative Agent has been notified of the issuance
thereof by the applicable L/C Issuer and has confirmed availability under the Aggregate Revolving AA-1
Commitments and the Letter of Credit Sublimit with the applicable L/C Issuer.


 


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


 


“Letter of
Credit Expiration Date” means the day that is thirty days prior to the Revolving AA-1
Credit Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).


 


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


 


“Letter of
Credit Report” means a report in substantially the form of Exhibit A-3.


 


“Letter of
Credit Sublimit” means an amount equal to $100,000,000; provided,
however, that with respect to (i) Bank of America, in its capacity as an L/C Issuer,
the Letter of Credit Sublimit shall be $25,000,000, (ii) Goldman Sachs Bank USA, in its capacity as an L/C Issuer, the Letter
of Credit Sublimit shall be $25,000,000, (iii) JPMorgan Chase Bank, N.A.,
in its capacity as an L/C Issuer, the Letter of Credit Sublimit shall be $25,000,000 and (iv) Wells
Fargo Bank, National Association, in its capacity as an L/C Issuer, the Letter of Credit Sublimit shall be $25,000,000 (with the
foregoing limits in clauses (i) through (iv) relating only to Letters of Credit issued by the applicable L/C Issuer)
or, in each case, such greater amount as such L/C Issuer may agree (subject to the aggregate $100,000,000 cap specified above).
The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving AA-1
Commitments.


 


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


 


“LIBOR Quoted
Currency” means each of the following currencies: Dollars, Euro, Sterling, Yen, and Swiss Franc; in each case as long
as there is a published LIBOR rate with respect thereto.


 






    	 	 26	 



     


    

 


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


 


“LIBOR
Successor Rate” has the meaning specified in Section 3.03(c).


 


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


 


“LIBOR
Loan” shall mean any Loan bearing interest at a rate determined by reference to the Eurocurrency Rate.


 


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


 


“Limited Condition
Acquisition” means any acquisition, including by means of a merger, amalgamation or consolidation, by the Borrower or
one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining,
third party financing or in connection with which any fee or expense would be payable by the Borrower or its Restricted Subsidiaries
to the seller or target if financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition
agreement in respect thereof.


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving AA-1
Loan, Revolving BB-1
Loan, Swing Line Loan, the Term A Loan, Extended Term Loan or an Incremental Term
Loan.


 


“Loan Documents”
means this Agreement, the Perfection Certificate, each Joinder Agreement, each Note, each Issuer Document, the Collateral Documents,
each Additional Credit Extension Amendment and each Fee Letter.


 


“Loan Notice”
means a notice of (a) a Borrowing of Revolving Loans or a Term Loan, (b) a conversion of Loans from one Type to the other,
or (c) a continuation of Eurocurrency Rate Loan Loans, in each case pursuant to Section 2.02(a), which shall be
substantially in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent (including
any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately
completed and signed by a Responsible Officer of the Borrower.


 


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


 






    	 	 27	 



     


    

 


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


 


“Material
Acquisition” shall mean an acquisition or a series of related acquisitions of any Person, property, business or assets for
which the aggregate consideration payable by the Borrower or a Restricted Subsidiary is not less than $350,000,000.


 


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


 


“Material
Adverse Effect” means (A) a material adverse change in, or a material adverse effect on, the operations, business,
assets, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Restricted Subsidiaries,
taken as a whole; (B) a material impairment of the rights and remedies of the Administrative Agent or any Lender under the
Loan Documents, taken as a whole, or of the ability of the Loan Parties, taken as a whole, to perform their obligations under the
Loan Documents taken as a whole; or (C) a material adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of any Loan Document to which it is a party.


 


“Material
Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more
Swap Contracts, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $100,000,000.
For purposes of determining Material Indebtedness, the “obligations” of the Borrower or any Restricted Subsidiary in
respect of any Swap Contract at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Restricted Subsidiary would be required to pay if such Swap Contract were terminated at such time.


 


“Material
Restricted Subsidiary” means any Restricted Subsidiary (other than a Receivables Financing SPC) with assets of $10,000,000
or more; provided that if the aggregate amount of assets of all Restricted Subsidiaries (other than a Receivables Financing
SPC) that would not be Material Restricted Subsidiaries as a result of the foregoing threshold would exceed $50,000,000, the Borrower
will designated such of such Restricted Subsidiaries as selected by the Borrower to be Material Restricted Subsidiaries so that
such aggregate threshold for all Restricted Subsidiaries (other than a Receivables Financing SPC) is not exceeded.


 


“Maturity
Date” means the Revolving AA-1
Credit Maturity Date, the Revolving BB-1
Credit Maturity Date, the Term A Maturity Date, the Extended Revolving Maturity
Date, the Extended Term Maturity Date and/or the Incremental Term Loan Maturity Date, as the context may require; provided,
however, that, in each case, if such date is not a Business Day, the applicable Maturity Date shall be the next preceding
Business Day.


 


“Maximum Rate”
has the meaning specified in Section 11.09.


 


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


 


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


 






    	 	 28	 



     


    

 


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


 


“Net Cash
Proceeds” means, with respect to any Asset Sale, (a) the cash proceeds received in respect of such Asset Sale including
(i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment
of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any
interest payments), but only as and when received, net of (b) the sum of (i) all fees and out-of-pocket expenses paid
or payable to third parties (other than Affiliates) in connection with such Asset Sale, (ii) the amount of all payments required
to be made as a result of such Asset Sale to repay Indebtedness (other than Loans and Indebtedness secured on a pari passu or junior
basis to the Loans) secured by such asset and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and
the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the
year that such Asset Sale occurred or the next succeeding year and that are directly attributable to such Asset Sale (as determined
reasonably and in good faith by a Financial Officer).


 


“NFC Credit
Agreement” means that certain Credit Agreement, dated as of June 28, 2019, by and among the Borrower, the lenders
party thereto and Northwest Farm Credit Services, PCA, as administrative agent thereunder, as the same may be amended, restated,
amended and restated, or otherwise modified from time to time.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of
all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by
the Required Lenders.


 


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


 


“Non-Extension
Notice Date” has the meaning specified in Section 2.03(b)(iii).


 


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


 


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


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, (a) any Loan Party arising under any
Loan Document or otherwise with respect to any Loan or Letter of Credit, and (b) any Loan Party or any Restricted Subsidiary
under any Secured Cash Management Agreement or Secured Hedge Agreement, in all cases, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims
in such proceeding; provided, however, that the “Obligations” of a Loan Party shall exclude any Excluded
Swap Obligations with respect to such Loan Party.


 


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


 






    	 	 29	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Participant”
has the meaning specified in Section 11.06(d).


 


“Participant
Register” has the meaning specified in Section 11.06(d).


 


“Participating
Member State” means 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”
has the meaning specified in Section 11.06(d).


 


“Perfection
Certificate” means the Perfection Certificate, dated as of the Closing Date, delivered to the Administrative Agent by
the Loan Parties in connection with this Agreement.


 






    	 	 30	 



     


    

 


“Permitted
Acquisition” means (i) any acquisition of all or substantially all the assets or a business unit of any Person by
the Borrower or a Restricted Subsidiary and (ii) any acquisition of Equity Interests of any Person (including any Existing
Joint Venture) that, following such acquisition, will be a Restricted Subsidiary so long as (x) no Event of Default shall
have occurred and be continuing immediately after giving effect thereto or would result therefrom; (y) the Borrower shall
be in compliance on a Pro Forma Basis with Section 8.11 immediately after giving effect to such acquisition or investment
and any related transactions and (z) the aggregate consideration in respect of all such acquisitions and investments by Loan
Parties in assets that are not owned by Loan Parties or in Equity Interests in persons that are not Guarantors or will not become
Guarantors in compliance with Section 7.10 (excluding any such investments in connection with acquisitions of Equity
Interests of Existing Joint Ventures), shall not exceed the greater of $100,000,000 and 4.5% of Consolidated Total Assets (as
shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or
(b)).


 


“Permitted
Encumbrances” means:


 


(a)            Liens
imposed by law for taxes that are not yet delinquent or are being contested in compliance with Section 7.04;


 


(b)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 7.04;


 


(c)            pledges
and deposits under workers’ compensation, unemployment insurance and other social security laws or regulations;


 


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


 


(e)            judgment
liens in respect of judgments (or appeal or surety bond relating to such judgments) that do not constitute an Event of Default
under Section 9.01(k);


 


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


 


(g)            minor
imperfections in title that do not materially detract from the value of the affected property or materially interfere with the
ordinary conduct of business of Borrower or any Subsidiary; and


 


(h)            with
respect to any Foreign Subsidiary, other Liens arising mandatorily by Law under the laws of the jurisdiction under which such Foreign
Subsidiary is organized;


 


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


 






    	 	 31	 



     


    

 


“Permitted
Intercreditor Agreement” means with respect to any Refinancing Debt (or Permitted Refinancing Indebtedness in respect
thereof) that (i) is intended to be secured on a pari passu basis with the Obligations, an intercreditor agreement substantially
in the form of Exhibit G-1, or otherwise in form and substance reasonably acceptable to the Administrative Agent, between
the Administrative Agent and the holders of such Refinancing Debt (or Permitted Refinancing Indebtedness in respect thereof) or
collateral agent therefor and (ii) is intended to be secured on a junior priority basis to the Obligations, an intercreditor
agreement substantially in the form of Exhibit G-2, or otherwise in form and substance reasonably acceptable to the
Administrative Agent, between the Administrative Agent and the holders of such Refinancing Debt (or Permitted Refinancing Indebtedness
in respect thereof) or collateral agent therefor, in each case, with such changes thereto as may be reasonably agreed between the
Borrower and the Administrative Agent.


 


“Permitted
Liens” means, at any time, Liens in respect of property of the Borrower or any Restricted Subsidiary permitted to exist
at such time pursuant to the terms of Section 8.02.


 


“Permitted
Receivables Financing” means any one or more receivables financings in which (a) any Loan Party or any Restricted
Subsidiary (i) conveys or sells any accounts (as defined in the Uniform Commercial Code as in effect in the State of New York),
payment intangibles (as defined in the Uniform Commercial Code as in effect in the State of New York), notes receivable or residuals
(collectively, together with certain property relating thereto and the right to collections thereon and any proceeds thereof, being
the “Transferred Assets”) to any Person that is not a Subsidiary or Affiliate of the Borrower (with respect
to any such transaction, the “Receivables Financier”), (ii) borrows from such Receivables Financier and
secures such borrowings by a pledge of such Transferred Assets and/or (iii) otherwise finances its acquisition of such Transferred
Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier or (b) any
Loan Party or any Restricted Subsidiary sells, transfers, conveys or otherwise contributes any Transferred Assets to a Receivables
Financing SPC, which Receivables Financing SPC then (i) conveys or sells any such Transferred Assets (or an interest therein)
to another Receivables Financier, (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of
such Transferred Assets or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith,
conveys an interest in such Transferred Assets to such Receivables Financier; provided that, as to either clause (a) or
(b), (A) the aggregate Attributed Principal Amount for all such financings shall not at any one time exceed $100,000,000the
greater of (i) $250,000,000 and (ii) 8.0% of Consolidated Total Assets (as shown on or determined in accordance with
the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b)) and (B) such
financings shall not involve any recourse to any Loan Party or any Restricted Subsidiary (other than a Receivables Financing SPC)
for any reason other than (v) repurchases of non-eligible assets, (w) indemnifications for losses or dilution other than
credit losses related to the Transferred Assets, (x) any obligations not constituting Indebtedness under servicing arrangements
for the receivables, (y) any interest rate swaps or currency swaps permitted hereunder and entered into in connection with
a Permitted Receivables Financing on a “back to back” basis with swaps entered into by a Receivables Financing SPC
or (z) representations, warranties, covenants, indemnities and guarantees of performance entered into by the Borrower or any
Restricted Subsidiary which the Borrower has determined in good faith to be customary in a “non-recourse” receivables
financing.


 


“Permitted
Refinancing Indebtedness” means (x) Indebtedness incurred by the Borrower or any Restricted Subsidiary which serves
to extend, replace, refund, refinance, renew or defease (“Refinance”) any Indebtedness of the Borrower or any
Restricted Subsidiary, including any previously issued Permitted Refinancing Indebtedness, so long as:


 


(1)            the
principal amount of such new Indebtedness does not exceed (a) the principal amount of Indebtedness being so extended, replaced,
refunded, refinanced, renewed or defeased (such Indebtedness, the “Refinanced Debt”), plus (b) any
accrued and unpaid interest on such Refinanced Debt, plus (c) the amount of any reasonable tender or redemption premium
paid thereof or any penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced
Debt and any reasonable costs, fees and expenses incurred in connection with the issuance of such new Indebtedness and the Refinancing
of such Refinanced Debt;


 






    	 	 32	 



     


    

 


(2)            such
Permitted Refinancing Indebtedness has a:


 


(a)            Weighted
Average Life to Maturity at the time such Permitted Refinancing Indebtedness is incurred that is not less than the remaining Weighted
Average Life to Maturity of the applicable Refinanced Debt; and


 


(b)            final
scheduled maturity date equal to or later than the final scheduled maturity date of the Refinanced Debt (or, if earlier, the date
that is 91 days after the then Latest Maturity Date);


 


(3)            to
the extent such Permitted Refinancing Indebtedness Refinances (a) Indebtedness that is expressly subordinated in right of
payment to the Obligations (other than Indebtedness assumed or acquired in an acquisition and not created in contemplation thereof),
such Permitted Refinancing Indebtedness is subordinated to the Obligations at least to the same extent as the applicable Refinanced
Debt, (b) secured by Liens that are subordinated to the Liens securing the Obligations, such Permitted Refinancing Indebtedness
is (i) unsecured or (ii) secured by Liens that are subordinated to the Liens that secure the Obligations at least to
the same extent as the applicable Refinanced Debt or (c) secured by Liens that are pari passu with the Liens securing the
Obligations, such Permitted Refinancing Indebtedness is (i) unsecured or (ii) secured by Liens that are pari passu or
subordinated to the Liens that secure the Obligations on no less favorable terms (taken as a whole) to the Lenders than the terms
applicable to the Liens securing the Refinanced Indebtedness (taken as a whole);


 


(4)            such
Permitted Refinancing Indebtedness shall not be secured by any assets or property of the Borrower or any Restricted Subsidiary
that does not secure the Refinanced Debt being Refinanced (plus improvements and accessions thereon and proceeds in respect
thereof); and


 


(5)            in
the case of Permitted Refinancing Indebtedness in respect of Indebtedness originally incurred pursuant to clause (f) or (s) of
Section 8.01, the covenants and events of default contained in the agreements governing such Permitted Refinancing
Indebtedness are not, taken as a whole, materially more restrictive on the Borrower and its Restricted Subsidiaries (as determined
in good faith by a Responsible Officer of the Borrower) than the terms of this Agreement unless the Borrower enters into an amendment
to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such
more restrictive terms for the benefit of the Lenders;


 


provided that
(a) Permitted Refinancing Indebtedness will not include Indebtedness of a Restricted Subsidiary of the Borrower that is not
a Guarantor that refinances Indebtedness of the Borrower or a Guarantor, and (b) clause (2) of this definition will not
apply to any Refinancing of any Indebtedness under Section 8.01(d).


 


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


 






    	 	 33	 



     


    

 


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


 


“Platform”
has the meaning specified in Section 7.01.


 


“Pro Forma
Basis” means, with respect to compliance with any test or covenant hereunder, that all Specified Transactions occurring
prior to the end of the applicable measurement period (and, except for purposes of determining whether an Event of Default has
occurred and is continuing under Section 8.11, following the last day of such measurement period and on or prior to
the applicable date of determination) and the following transactions in connection therewith shall be deemed to have occurred as
of the first day of the applicable period of measurement in such test or covenant and: (a) income statement items (whether
positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition
of all or substantially all Equity Interests in any Subsidiary of the Borrower owned by the Borrower or any of its Subsidiaries
or any division or line of business, shall be excluded, and (ii) in the case of a Permitted Acquisition or investment described
in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness and (c) any
Indebtedness incurred or assumed by the Borrower or any of the Subsidiaries in connection therewith and if such Indebtedness has
a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined
by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination;
provided that, any cost savings adjustments in connection therewith shall be subject to the limitations set forth in clause
(b)(iv) of the definition of “Consolidated EBITDA.”


 


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


 


“Public Lender”
has the meaning specified in Section 7.01.


 


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


 


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


 


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


 


“Rating Agency”
means each of Moody’s and,
S&P and Fitch; provided that if eitherany
such agency shall cease to provide ratings of the Borrower’s long-term non-credit enhanced debt, then such term shall also
include any replacement credit ratings agency that is reasonably satisfactory to the Borrower and the Administrative Agent.


 


“Receivables
Financier” has the meaning set forth in the definition of “Permitted Receivables Financing.”


 






    	 	 34	 



     


    

 



 


“Receivables
Financing SPC” means (1) a wholly-owned direct Subsidiary of a Loan Party which engages in no activities other than
in connection with the financing of Transferred Assets pursuant to a Permitted Receivables Financing that meets the following criteria:
(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the
Borrower or any other Subsidiary of the Borrower (excluding guarantees of obligations (other than the principal of, and interest
on, Indebtedness)) pursuant to customary securitization undertakings, (ii) is recourse to or obligates the Borrower or
any other Subsidiary of the Borrower in any way (other than pursuant to customary securitization undertakings) or (iii) subjects
any property or asset (other than the Transferred Assets) of the Borrower or any other Subsidiary of the Borrower, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to customary securitization undertakings,
(b) with which neither the Borrower nor any of its other Subsidiaries has any contract, agreement, arrangement or understanding
(other than pursuant to the Permitted Receivables Financing documentation (including with respect to the servicing of the accounts
receivable and related assets and the administration of the Receivables Financing SPC)) on terms less favorable to the Borrower
or such Subsidiary than those that might be obtained at the time from persons that are not Affiliates of the Borrower (as determined
by the Borrower in good faith), and (c) to which neither the Borrower nor any other Subsidiary of the Borrower has any obligation
to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results
and (2) each general partner of any such Subsidiary described in clause (1) that meets all of the criteria set forth
in clause (1).


 


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


 


“Recovery
Event” means the receipt by the Borrower or any of its Restricted Subsidiaries of any cash insurance proceeds or condemnation
award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective
property or assets.


 


“Refinancing
Debt” means any Indebtedness of the Borrower (which may be guaranteed by the Guarantors) issued for cash consideration
to the extent that the net cash proceeds therefrom (after payment of fees and expenses in connection with the offering or issuance)
are applied to prepay Term Loans within three Business Days of receipt thereof; provided that (i) such Indebtedness
shall not provide for scheduled amortization (including, for the avoidance of doubt, any principal payment at final scheduled maturity)
in excess of 5% per annum of the original principal amount thereof prior to the 91st day following the Latest Maturity
Date at such time, (ii) the covenants and events of default contained in the agreements governing such Indebtedness are not,
taken as a whole, materially more restrictive on the Borrower and its Restricted Subsidiaries (as determined in good faith by a
Responsible Officer of the Borrower) than the terms of this Agreement unless the Borrower enters into an amendment to this Agreement
with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive
terms for the benefit of the Lenders, (iii) such Indebtedness shall not be guaranteed by any Subsidiary of the Borrower that
is not a Loan Party and (iv) such Indebtedness shall either be unsecured or, pursuant to a Permitted Intercreditor Agreement,
shall be secured on a pari passu basis with the Obligations or a junior priority basis to the Obligations.


 


“Refinancing
Term Loans” means Incremental Term Loans that are designated as “Refinancing Term Loans” in the applicable
Additional Credit Extension Amendment; provided that the Borrower applies an amount equal to the net cash proceeds therefrom
within three Business Days of receipt to prepay Term Loans.


 


“Register”
has the meaning specified in Section 11.06(c).


 






    35


     


    

 


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


 


“Release”
means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into or through the Environment or within, from or into any building structure, facility or fixture.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a
benchmark rate to replace LIBOR in loan agreements similar to this Agreement.


 


“Removal Effective
Date” has the meaning specified in Section 10.06(b).


 


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


 


“Required
Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures
of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any
time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting
Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender
that is theapplicable Swing Line Lender or
the applicable L/C Issuer, as the case may be, in making such determination. With respect to any matter requiring the approval
of the Required Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 11.06(e) as
to such matter.


 


“Required
Revolving AA-1
Lenders” means, at any time, Revolving AA-1
Lenders holding more than 50% of the Outstanding Amount of all outstanding Revolving AA-1
Loans, unutilized Revolving AA-1
Commitments and participations in L/C Obligations and Swing Line Loans. The Revolving AA-1
Loans, unutilized Revolving AA-1
Commitment and participations in L/C Obligations and Swing Line Loans of any Defaulting Lender shall be disregarded in determining
Required Revolving AA-1
Lenders at any time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that
such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Revolving AA-1
Lender shall be deemed to be held by the Revolving AA-1
Lender that is the applicable Swing Line Lender or L/C Issuer,
as the case may be, in making such determination.


 


“Resignation
Effective Date” has the meaning specified in Section 10.06(a).


 


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


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller
of a Loan Party (or any other officer reasonably acceptable to the Administrative Agent), and, solely for purposes of the delivery
of incumbency certificates, the secretary or any assistant secretary of a Loan Party (or any other officer reasonably acceptable
to the Administrative Agent) and, solely for purposes of notices given pursuant to Article II, any other officer or
employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer
shall be conclusively presumed to have acted on behalf of such Loan Party.


 






    36


     


    

 


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


 


“Restricted
Subsidiaries” means the Subsidiaries of the Borrower other than the Unrestricted Subsidiaries.


 


“Revaluation
Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency
Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated
in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent
shall in good faith reasonably determine or the Required Revolving AA-1
Lenders shall in good faith reasonably require; and (b) with respect to any Letter of Credit, each of the following: (i) each
date of an issuance or extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment
of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by an L/C
Issuer of any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative
Agent or the applicable L/C Issuer shall in good faith reasonably determine or the Required Revolving AA-1
Lenders shall in good faith reasonably require.


 


“Revolving
AA-1
Commitment” means, as to each Revolving AA-1
Lender, its obligation to (a) make Revolving AA-1
Loans to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount
set forth opposite such Revolving AA-1
Lender’s name on Schedule 2.011
to Amendment No. 5 or in the Assignment and Assumption pursuant to which such Revolving AA-1
Lender becomes a party hereto or in any documentation executed by such Revolving AA-1
Lender pursuant to Section 2.01(f), as applicable as such amount may be adjusted from time to time in accordance with
this Agreement.


 


“Revolving
AA-1
Credit Exposure” means, as to any Revolving AA-1
Lender at any time, the aggregate Outstanding Amount at such time of its Revolving AA-1
Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 


“Revolving
AA-1
Credit Maturity Date” means November 9, 2021September 17,
2023.


 


“Revolving
AA-1
Lender” means any Person that has a Revolving AA-1
Commitment or portion of the Total Revolving AA-1
Outstandings, each other Person that becomes a “Revolving AA-1
Lender” in accordance with this Agreement and their successors and assigns and, unless the context requires otherwise, includes
the Swing Line LenderLenders.


 


“Revolving
AA-1
Loan” has the meaning specified in Section 2.01(a).


 


“Revolving
BB-1
Commitment” means, as to each Revolving BB-1
Lender, its obligation to make Revolving BB-1
Loans to the Borrower pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to
exceed the Dollar amount set forth opposite such Revolving BB-1
Lender’s name on Schedule 2.011
to Amendment No. 5 or in the Assignment and Assumption pursuant to which such Revolving BB-1
Lender becomes a party hereto or in any documentation executed by such Revolving BB-1
Lender pursuant to Section 2.01(f), as applicable as such amount may be adjusted from time to time in accordance with
this Agreement.


 






    37


     


    

 


“Revolving
BB-1
Credit Maturity Date” means November 9, 2021September 17,
2023.


 


“Revolving
BB-1
Lender” means any Person that has a Revolving BB-1
Commitment or portion of the Outstanding Amounts of the Revolving BB-1
Loans, each other Person that becomes a “Revolving BB-1
Lender” in accordance with this Agreement and their successors and assigns.


 


“Revolving
BB-1
Loan” has the meaning specified in Section 2.01(b).


 


“Revolving
Commitment Increase” has the meaning specified in Section 2.01(d).


 


“Revolving
Commitments” means the Revolving A CommitmentA-1
Commitments, the Revolving BB-1
Commitments and or any Extended Revolving Commitment, as the context may require.


 


“Revolving
Loans” means the Revolving AA-1
Loans and/or the Revolving BB-1
Loans, as the context may require.


 


“RMB”
means lawful currency of the People’s Republic of China.


 


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


 


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


 


“Sanction(s)”
means any international economic sanction administered or enforced by the United States government (including OFAC), the United
Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant governmental sanctions authority.


 


“Scheduled
Unavailability Date” has the meaning set forth in Section 3.03(c).


 


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


 


“Secured Cash
Management Agreement” means any Cash Management Agreement between any Loan Party or any Restricted Subsidiary and any
Cash Management Bank.


 


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


 


“Security
Agreement” means the security agreement, dated as of the Closing Date, executed by the Borrower and the Guarantors in
favor of the Administrative Agent for the benefit of the holders of the Obligations, as amended, modified, restated or supplemented
from time to time; provided that at all times after a Collateral and
Guarantee Reinstatement Date, “ Security Agreement” shall be deemed to refer to any new security agreement
required to be delivered with respect to such Collateral and Guarantee
Reinstatement Date pursuant to Section 7.10.


 






    38


     


    

 


“Senior Notes”
means up to $1,666,000,0002,166,000,000
aggregate principal amount of (i) 4.625% senior notes due 2024 andissued
by the Borrower on the Closing Date, (ii) 4.875% senior notes due 2026, in each
case, issued by the Borrower on the Closing Date and
(iii) 4.875% senior notes due 2028 issued by the Borrower on May 12, 2020.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or
any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.


 


“SOFR-Based
Rate” means SOFR or Term SOFR.


 


“Solvent”
means, in reference to the Loan Parties, that the fair value of all assets of the Loan Parties (taken as a whole), measured on
a going concern basis, exceeds all probable liabilities of the Loan Parties (taken as a whole), including those to be incurred
pursuant to this Agreement.


 


“Special Notice
Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time located in North America or Europe, reasonably designated by the Administrative
Agent to the Borrower as requiring additional notice.


 


“Specified
Event of Default” means an Event of Default under Section 9.01(a), (b), (h), or (i).


 


“Specified
Indebtedness” means (i) Subordinated Indebtedness (other than Subordinated Indebtedness owing to the Borrower or
a Restricted Subsidiary), (ii) the Senior Notes, (iii) any Indebtedness issued pursuant to Section 8.01(f) and
(iv) any Permitted Refinancing Indebtedness in respect of Indebtedness referred to in clauses (i) through (iii) above.


 


“Specified
Loan Party” has the meaning specified in Section 4.08.


 


“Specified
Representations” means the representations and warranties with respect to the Borrower and the Guarantors set forth in
the first sentence of Section 6.01 and Sections 6.02, 6.03, 6.12, 6.13, 6.16 and 6.17.


 


“Specified
Sales” means Dispositions of (a) inventory and materials in the ordinary course of business, (b) surplus, obsolete
or worn-out property or assets, (c) cash or Cash Equivalents, (d) Equity Interests or Indebtedness of Unrestricted Subsidiaries,
(e) accounts receivable in connection with the collection or compromise thereof in the ordinary course of business and (f) property
to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or
(ii) the proceeds of such Disposition are applied substantially concurrently with such Disposition to the purchase price of
similar replacement property.


 


“Specified
Transaction” means any of the following: (i) any investment by the Borrower or any Restricted Subsidiary in any
Person (including any Permitted Acquisition) other than a Person that was a Wholly-Owned Restricted Subsidiary on the first day
of such period involving (w) an investment in an Unrestricted Subsidiary, (x) the acquisition of a new Restricted Subsidiary
or interest in a joint venture, (y) an increase in the Borrower’s and its Restricted Subsidiaries’ consolidated
economic ownership of a Restricted Subsidiary or (z) the acquisition of a product line or business unit, (ii) any Disposition
involving (x) the disposition of Equity Interests of a Subsidiary or joint venture (other than to the Borrower or a Subsidiary)
or (y) the disposition of a product line or business unit, (iii) any incurrence or repayment of Indebtedness (in each
case, other than revolving indebtedness in the ordinary course of business under revolving credit facilities), (iv) any Restricted
Payment in respect of the Borrower’s Equity Interests, (v) any designation of a Restricted Subsidiary as an Unrestricted
Subsidiary or designation of an Unrestricted Subsidiary to be a Restricted Subsidiary and (vi) any other transaction specifically
required to be given effect to on a Pro Forma Basis.


 






    39


     


    

 


“Spin-Off”
means the distribution of 100% of the issued Equity Interests of the Borrower to the holders of the common stock of ConAgra on
the Closing Date as described in the Form 10.


 


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


 


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


 


“Subordinated
Indebtedness” of the Borrower or any Restricted Subsidiary means any Indebtedness of such Person the payment and priority
of which is contractually subordinated to payment of the Obligations with customary payment blockage and other provisions and having
a maturity no earlier than the date which is ninety-one (91) days after the latest Maturity Date.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to
a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. It is
understood that no Existing Joint Venture (i) is a Subsidiary as of the Closing Date or (ii) shall be deemed a Subsidiary
until such time as (x) the Borrower gains greater control over and/or ownership of such Existing Joint Venture and (y) it
meets the test set forth above.


 


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


 






    40


     


    

 


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


 


“Swedish
Krona” means the lawful currency of Sweden.


 


“Swing Line
LenderLenders”
means Bank of America and each other Lender selected by the Borrower
as a Swing Line Lender, with such selection to be agreed to by such Lender in its sole discretion and approved by the Administrative
Agent (such approval not to be unreasonably withheld, conditioned or delayed), each in its capacity as provider of Swing
Line Loans, or any successor swing line lender hereunder.


 


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


 


“Swing Line
Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which shall be
substantially in the form of Exhibit A-2 or such other form as approved by the Administrative Agent (including any
form on an electronic platform or electronic transmission system as shall be approveapproved
by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Swing Line
Sublimit” means an amount equal to $100,000,000; provided,
that the Swing Line Sublimit may be increased (the “Swing Line Increase”), at the Borrower’s election and no
more than one time, to an amount no greater than $150,000,000 upon notice from the Borrower to the Administrative Agent and each
Swing Line Lender; provided, further, that, whether or not the Swing Line Increase has been effected, with respect to Bank of America,
in its capacity as a Swing Line Lender, the Swing Line Sublimit shall be $100,000,000. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Revolving AA-1
Commitments.


 


“Syndication
Agent” means each of Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National
Association, in its capacity as syndication agent under any of the Loan Documents, or any successor syndication agent.


 


“Swiss
Franc” means the lawful currency of Switzerland.


 


“TARGET 2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“TARGET Day”
means any day on which TARGET 2 (or, if such payment system ceases to be operative, such other payment system (if any) determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


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


 






    41


     


    

 


“Term
A Lender” means any Person that has a Term A Loan Commitment or portion of the Outstanding Amount of
Term A Loan, each other Person that becomes a “Term A Lender” in accordance with this Agreement and their successors
and assigns.


 


“Term
A Loan” has the meaning specified in Section 2.01(c).


 


“Term
A Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term A Loan to
the Borrower pursuant to Section 2.01(c), in the principal amount set forth opposite
such Lender’s name on Schedule 2.01. The aggregate principal amount of the Term
A Loan Commitments of all of the Lenders as in effect on the Closing Date is $675,000,000.


 


“Term
A Maturity Date” means November 9, 2021.


 


“Term Loan”
means a Term A Loan,an
Extended Term Loan and/or any Incremental Term Loan, as the case may be.


 


“Term
SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative
Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based
on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information
service as selected by the Administrative Agent from time to time in its reasonable discretion.


 


“Test
Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower
ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 7.01(a) or
7.01(b).


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments of such Lender at such time, the outstanding Loans
of such Lender at such time and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 


“Total Revolving
AA-1
Outstandings” means the aggregate Outstanding Amount of all Revolving AA-1
Loans, all Swing Line Loans and all L/C Obligations.


 


“Transaction
Agreements” means the tax matters agreement, the employee matters agreement, the transition services agreement and each
of the other agreements entered into among ConAgra and/or certain of its subsidiaries (after giving effect to the Spin-Off), on
the one hand, and the Borrower and/or certain of its Subsidiaries, on the other, in each case, as contemplated by the Form 10
at or prior to the time of the Spin-Off, in each case, on terms that are not less favorable in any material respect, taken as a
whole, than the terms contemplated by the Form 10.


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement, the Borrowing of Loans and other Credit Extensions
on the Closing Date, the issuance of the Senior Notes, the payment to ConAgra of approximately $823,500,000 on the Closing Date,
the entering into of the Transaction Agreements, the Spin-Off and the other transactions in connection therewith to occur on or
prior to the Closing Date.


 


“Transferred
Assets” has the meaning set forth in the definition of “Permitted Receivables Financing.”


 


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


 






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“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York.


 


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


 


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


 


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


 


“Unrestricted
Subsidiaries” means any Subsidiary of the Borrower designated by the Borrower as such in writing in accordance with Section 7.10(e);
it being understood and agreed that (i) the term “Unrestricted Subsidiary” shall include all Subsidiaries of any
such designated Subsidiary, and (ii) any Unrestricted Subsidiary may subsequently be designated by the Borrower as a Restricted
Subsidiary subject to the terms of Section 7.10(e).


 


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


 


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


 


“Voting Participant”
has the meaning specified in Section 11.06(e).


 


“Voting Participant
Notification” has the meaning specified in Section 11.06(e).


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though
the right so to vote has been suspended by the happening of such a contingency. For purposes of clarification, Indebtedness
which by its terms is convertible into Equity Interests is not “Voting Stock.”


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing
(i) the then outstanding principal amount of such Indebtedness into (ii) the product obtained by multiplying (x) the
amount of each then remaining installment or other required scheduled payments of principal, including payment at final maturity,
in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment.


 


“Wholly-Owned
Restricted Subsidiary” means any Restricted Subsidiary 100% of the Equity Interests of which (other than director’s
qualifying shares) are directly or indirectly owned by the Borrower.


 


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


 






    43


     


    

 


“Write-Down
and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any
powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability
of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to pro-videprovide
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.


 


“Yen”
means the lawful currency of Japan.


 


1.02        Other
Interpretive Provisions.


 


With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


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


 


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


 


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


 


(d)           Any
reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer,
or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series
of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation,
amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate
Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited
liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 






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1.03        Accounting
Terms.


 


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


 


(b)            Changes
in GAAP. Except to the extent disclosed in the footnotes to the financial statements delivered pursuant to Section 7.01,
the Borrower will provide a written summary of material changes in GAAP applicable to it and in the consistent application thereof
with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.01. If at any time any
change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted
for on a basis consistent with that under GAAP as of the Closing Date for all purposes of this Agreement, notwithstanding any change
in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as
provided for above.


 


(c)            Calculations.
Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial ratios (including for
purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.


 


1.04        Rounding.


 


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


 






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1.05        Times
of Day.


 


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


 


1.06        Letter
of Credit Amounts.


 


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


 


1.07        Exchange
Rates; Currency Equivalents.


 


(a)            The
Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to
be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies.
Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts
between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered
by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests hereunder or except as
otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall
be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable. If any
basket in Article VIII is exceeded solely as a result of fluctuations in the applicable Dollar Equivalent amount after the
last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations
in the applicable Dollar Equivalent amount. In addition, if any Indebtedness is incurred to refinance other Indebtedness denominated
in a currency other than Dollars, and such refinancing would cause the applicable dollar-denominated restriction in Article VIII
to be exceeded if calculated at the applicable Dollar Equivalent amount on the date of such refinancing, such dollar-denominated
restrictions shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not
exceed the sum of (i) the outstanding or committed principal amount, as applicable of such Indebtedness being refinanced plus
(ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with
such refinancing.


 


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


 


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


 






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1.08        Additional
Alternative Currencies.


 


(a)            The
Borrower may from time to time request that Eurocurrency Rate Loans with respect to the Revolving AA-1
Commitments be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of
 “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that
is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the
making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders that
will be obligated to make Loans in such currency; and in the case of any such request with respect to the issuance of Letters of
Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer issuing such requested Letter
of Credit.


 


(b)            Any
such request shall be made to the Administrative Agent not later than 1:00 p.m., 15 Business Days prior to the date of the desired
Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request
pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion). In the case of any such request pertaining
to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each applicable Lender thereof; and in the case of any
such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable L/C Issuer thereof.
Each applicable Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the applicable L/C Issuer (in
the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 1:00 p.m., seven Business
Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the
issuance of Letters of Credit, as the case may be, in such requested currency.


 


(c)            Any
failure by a Lender or the applicable L/C Issuer, as the case may be, to respond to such request within the time period specified
in the preceding sentence shall be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Eurocurrency
Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders
that will be obligated to make Loans in such currency consent to making Eurocurrency Rate Loans in such requested currency, the
Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative
Currency hereunder for purposes of any Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the applicable
L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the
Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of such
Letter of Credit issuance. If the Administrative Agent fails to obtain consent to any request for an additional currency under
this Section 1.08, the Administrative Agent shall promptly so notify the Borrower.


 


1.09        Change
of Currency.


 


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


 






    47


    


    

 


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


 


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


 


1.10        Limited
Condition Acquisitions.


 


Notwithstanding anything
in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with
this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or
Event of Default has occurred and is continuing or would result therefrom) in connection with a transaction undertaken in connection
with the consummation of a Limited Condition Acquisition (other than any extension of credit under any Revolving Commitments),
the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing
or would result therefrom and whether any representations or warranties are true and correct (other than the Specified Representations),
at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition,
an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition
are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro
Forma Basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection
therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the
four consecutive Fiscal Quarter period for which financial statements have been delivered pursuant to Section 7.01(a) or
(b) prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance
with such ratios and provisions, such ratios and provisions shall be deemed to have been complied with. For the avoidance of doubt,
(x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated
EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions
will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited
Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation
of such Limited Condition Acquisition or related specified transactions. If the Borrower has made an LCA Election for any Limited
Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any
other transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition
Acquisition (other than for purposes of determining whether an Event of Default has occurred under Section 8.11) is
consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation
of such Limited Condition Acquisition, any such ratio or basket shall be calculated (1) on a Pro Forma Basis assuming such
Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the
use of proceeds thereof) have been consummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition
Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof).


 






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ARTICLE II


 


THE
COMMITMENTS AND CREDIT EXTENSIONS


 


2.01        Revolving
Loans and Term Loans.


 


(a)            Revolving
AA-1
Loans. Subject to the terms and conditions set forth herein, each Revolving AA-1
Lender severally agrees to make loans (each such loan, a “Revolving AA-1
Loan”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time on any Business Day during
the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving
AA-1 Commitment;
provided, however, that after giving effect to any Borrowing of Revolving AA-1
Loans, (i) the Total Revolving AA-1
Outstandings shall not exceed the Aggregate Revolving AA-1
Commitments and (ii) the Revolving AA-1
Credit Exposure of any Lender shall not exceed such Lender’s Revolving AA-1
Commitment. Within the limits of each Lender’s Revolving AA-1
Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01,
prepay under Section 2.05, and reborrow under this Section 2.01. Revolving AA-1
Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, except that all Revolving AA-1
Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.


 


(b)            Revolving
BB-1
Loans. Subject to the terms and conditions set forth herein, each Revolving BB-1
Lender severally agrees to make loans (each such loan, a “Revolving BB-1
Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of such Lender’s Revolving BB-1
Commitment; provided, however, that after giving effect to any Borrowing of Revolving BB-1
Loans, (i) the aggregate Outstanding Amount of the Revolving BB-1
Loans shall not exceed the Aggregate Revolving BB-1
Commitments, and (ii) the aggregate Outstanding Amount of the Revolving BB-1
Loans of any Lender shall not exceed such Lender’s Revolving BB-1
Commitment. Within the limits of each Lender’s Revolving BB-1
Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01,
prepay under Section 2.05, and reborrow under this Section 2.01. Revolving BB-1
Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.


 


(c)            Term
A Loans. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make
a term loan (each such loan, a “Term A Loan”) to the Borrower in Dollars on
the Closing Date in an amount not to exceed such Lender’s Term A Loan Commitment. Amounts repaid on the Term A Loan may not
be reborrowed. The Term A Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. The Term
A Loan Commitments shall terminate upon the funding of the Term A Loans and, if not previously terminated, shall in any event terminate
no later than 5:00 p.m. on the Closing Date[Reserved].


 






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(d)            Incremental
Commitments.


 


(1)           The
Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or
increases in the Revolving Commitments of any Class (a “Revolving
Commitment Increase”) or the establishment of a new Class of Revolving
Commitments or Extended Revolving Commitments (such new Class of
Commitments, an “Additional Revolving Commitment” and, together with any Revolving Commitment Increases, the “Incremental
Revolving Commitments”), as applicable, in an aggregate amount for any such incurrence (excluding Refinancing
Term Loans and any ExtendedAdditional
Revolving Commitments that are established concurrently with the reduction in any then existing Class of Revolving Commitments)
not to exceed the sum of (i) the then remaining Incremental
Amount and (ii) an unlimited amount, so long as, to the extent
(A) such Commitments are secured, the pro forma Consolidated Secured Net Leverage Ratio does not exceed 3.50 to 1.00 or (B) such
Commitments are unsecured, the pro forma Consolidated Net Leverage Ratio does not exceed 4.50 to 1.00 (in each case, excluding
cash proceeds of such Incremental Commitments from cash and cash equivalents and treating any Incremental Revolving Commitments
as fully drawn), from one or more Eligible Assignees (which, in each case, may include any existing Lender (but no such
Lender shall be required to participate in any such Incremental Term Loan or additional Revolving Commitment without its consent)
and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan or Revolving
Commitment, as applicable, to such Person) willing to provide such Incremental Term Loans and/or additionalIncremental
Revolving Commitments, as the case may be, in their sole discretion. Such notice shall set forth (i) the amount of the Incremental
Term Loan Commitments and/or additionalIncremental
Revolving Commitments being requested (which shall be in a minimum amount of $25,000,000 and minimum increments of $10,000,000,
or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) (x) in
the case of Incremental Term Loan Commitments, whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term
Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (y) in
the case of any additionalIncremental
Revolving Commitments, whether such Revolving Commitments are to be an increase in any existing Class of Revolving Commitments
or a new Class of Extended Revolving Commitments and (iii) the date
on which such Incremental Term Loan Commitments and/or increasedIncremental
Revolving Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not
less than ten Business Days after the date such notice is delivered).


 


(2)           The
Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver
to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall
reasonably specify to evidence the Incremental Term Loan Commitment or additionalIncremental
Revolving Commitments. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the
applicable Incremental Term Loans and/or additionalIncremental
Revolving Commitments; provided that:


 


(i)            any
additional Revolving CommitmentsCommitment
Increases shall have the same terms as the then existing Revolving Commitments (except for upfront and arrangement fees
and except that any Extended Revolving Commitments may have different terms to the extent permitted
by subclause (vi) below);


 


(ii)           the
Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and
shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations;


 


(iii)          (a) the
Maturity Date of any Incremental Term Loans or Additional Revolving
Commitments shall be no earlier than the then Latest Maturity Date and,
(b) the Weighted Average Life to Maturity of anyno
Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity
of any then outstanding Class of Term Loans;require
scheduled amortization payments in excess of 15.0% per annum of the original principal amount thereof and (c) there shall
be no scheduled amortization of any Additional Revolving Commitment prior to the Latest Maturity Date of any Revolving Commitment;


 






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(iv)          no
Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory
prepayment[reserved];


 


(v)           Incremental
Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing
the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to
an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront
fees) as the applicable existing Class of Term Loans);[reserved];


 


(vi)          subject
to the above, any Incremental Term Loans and ExtendedAdditional
Revolving Commitments shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing
such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans or ExtendedAdditional
Revolving Commitments (except as expressly permitted above and except for covenants or other provisions applicable only to periods
after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted
Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower
(except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more
restrictive provisions for the benefit of the then existing Lenders); and


 


(vii)         subject
to Section 1.10, no Incremental Term Loan Commitment or additionalIncremental
Revolving Commitment shall become effective under this Section 2.01(d) unless (w) no Default or Event of
Default shall exist giving pro forma effect to such Incremental Term Loan Commitment or Incremental
Revolving Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth
in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date
(and, only to the extent a Borrowing is made on such date clause (c) is required to be complied with); (y) on a Pro Forma
Basis, giving effect to such Incremental Term Loans or additionalIncremental
Revolving Commitments and the incurrence of Indebtedness thereunder (assuming, in the case of Incremental Term Loan Commitments,
that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11
and (iv) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested
by the Administrative Agent.


 


Upon any increase of
any existing Class of Revolving Commitments or Term Loans, the Lenders shall take any action as may be reasonably required
by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro
rata basis in accordance with the respective amount of Revolving Commitments or Term Loans of such Class held by each Lender.


 






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(e)            Extended
Term Loans.


 


(1)           Notwithstanding
anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by the Borrower to all Lenders
of any Class of Term Loans on a pro rata basis (based on the aggregate outstanding Term Loans of such Class), and on the same
terms to each such Lender (“Extension Offers”), the Borrower is hereby permitted to consummate transactions
with individual Lenders that agree to such transactions from time to time to extend the maturity date of such Lender’s Term
Loans of such Class and to otherwise modify the terms of such Lender’s Term Loans of such Class pursuant to the
terms of the relevant Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of
such Lender’s Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans). Any such
extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extended Term Lender”)
will be established under this Agreement through an Additional Credit Extension Amendment reflecting the terms of the extended
Term Loans established thereby (each such extended Term Loan, an “Extended Term Loan”). Each Extension Offer
shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving
Commitment shall become effective, which shall be a date not earlier than ten (10) Business Days after the date on which the
Extension Offer is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable
discretion).


 


(2)           The
Borrower and each Extended Term Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment
and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans of such Extended
Term Lender. Each Additional Credit Extension Amendment shall specify the terms of the applicable Extended Term Loans; provided,
that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and participation
in mandatory prepayments (which shall be determined by the Borrower and set forth in the Extension Offer), the Extended Term Loans
shall, except as permitted below, have (x) the same terms as the existing Class of Term Loans from which they are extended
or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent; provided that, the terms applicable
to any such Extended Term Loans or Extended Revolving Commitments (except as expressly permitted above and except for covenants
or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more
restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and
Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the
consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders), (ii) the
final maturity date of any Extended Term Loans shall be no earlier than the Maturity Date of the Class of Term Loans to which
such Extension Offer relates, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than
the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such Extension Offer relates, (iv) all
Extended Term Loans shall be Guaranteed by the Guarantors and secured by the same Collateral equally with the then existing Loans
and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a
greater than pro rata basis) than the then outstanding Term Loans in any mandatory prepayment thereunder.


 






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2.02        Borrowings,
Conversions and Continuations of Loans.


 


(a)            Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made
upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a
Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a
Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 1:00 p.m. (i) three Business
Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in
Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days
(or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of
Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate
Loans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000
or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess
thereof. Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one
Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation,
as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued,
(iv) the Class and Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable,
the duration of the Interest Period with respect thereto and (vi) the currency of the Loans to be borrowed. If the Borrower
fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the
Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however,
that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall
be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion
to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency
Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any Loan Notice,
but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted
into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan
and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to
a Eurocurrency Rate Loan.


 


(b)            Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated
in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Borrowing, each Lender
shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
for the applicable currency not later than 1:00 p.m. (or, if later, two hours after delivery by the Borrower to the Administrative
Agent of the applicable Loan Notice), in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified
by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the
applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing
is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available
to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower
on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however,
that if, on the date the Loan Notice with respect to a Borrowing of Revolving AA-1
Loans denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing,
first, shall be applied to the payment in full of any such L/C Borrowings and second, shall be made available to the Borrower
as provided above.


 






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


 


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


 


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


 


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


 


2.03        Letters
of Credit.


 


(a)            The
Letter of Credit Commitment.


 


(i)            Subject
to the terms and conditions set forth herein, (A) the L/C Issuers agree, in reliance upon the agreements of the Revolving
AA-1 Lenders
set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the ClosingAmendment
No. 5 Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars
or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or
extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings
under the Letters of Credit; and (B) the Revolving AA-1
Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries
and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter
of Credit, (x) the Total Revolving AA-1
Outstandings shall not exceed the Aggregate Revolving AA-1
Commitments, (y) the Revolving AA-1
Credit Exposure of any Revolving AA-1
Lender shall not exceed such Lender’s Revolving AA-1
Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request
by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that
the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the
foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall
be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters
of Credit that have expired or that have been drawn upon and reimbursed.


 






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


 


(A)           subject
to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after
the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or


 


(B)            the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C
Issuer approved such expiry date; provided that the Revolving AA-1
Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter
of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior
to the Letter of Credit Expiration Date.


 


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


 


(A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C
Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that
such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose
upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C
Issuer is not otherwise compensated hereunder) not in effect on the ClosingAmendment
No. 5 Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the ClosingAmendment
No. 5 Effective Date and which such L/C Issuer in good faith deems material to it;


 


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


 


(C)            except
as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less
than $50,000;


 


(D)            such
Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;


 


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


 


(F)            any
Revolving AA-1
Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash
Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such
L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C
Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 






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(G)            such
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.


 


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


 


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


 


(vi)          Each
L/C Issuer shall act on behalf of the Revolving AA-1
Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have
all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts
taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in
Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein
with respect to the L/C Issuers.


 


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


 


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


 






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


 


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


 






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


 


(c)           Drawings
and Reimbursements; Funding of Participations.


 


(i)            Upon
receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the applicable L/C
Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative
Currency, the Borrower shall reimburse the applicable L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer
(at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence
of any such requirement for reimbursement in Dollars, the Borrower shall have notified such L/C Issuer promptly following receipt
of the notice of drawing that the Borrower will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in
Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable L/C Issuer shall notify the
Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If the Borrower is
notified prior to 11:00 a.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed
in Dollars, then no later than 1:00 p.m. on such Business Day or the Applicable Time on the date of any payment by the applicable
L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the applicable
L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (or if notified after such time, then no later
than 11:00 a.m. on the next succeeding Business Day or the Applicable Time on the date of any payment by the applicable L/C
Issuer under a Letter of Credit to be reimbursed in an Alternative Currency) (each such date, an “Honor Date”),
the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing
and in the applicable currency (together with any accrued interest). If the Borrower fails to so reimburse the applicable L/C
Issuer by such time, the Administrative Agent shall promptly notify each Revolving AA-1
Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar
Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”),
and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested
a Borrowing of Revolving AA-1
Loans that are Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without
regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject
to the unutilized portion of the Aggregate Revolving AA-1
Commitments. Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may
be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall
not affect the conclusiveness or binding effect of such notice.


 


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


 






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(iii)          With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving AA-1
Loans that are Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other
reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear
interest at the Default Rate. In such event, each Revolving AA-1
Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.03.


 


(iv)           Until
each Revolving AA-1
Lender funds its Revolving AA-1
Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn
under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for
the account of such L/C Issuer.


 


(v)             Each
Revolving AA-1
Lender’s obligation to make Revolving AA-1
Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against such L/C Issuer, the Borrower or any other Person for any
reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether
or not similar to any of the foregoing. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the
Borrower to reimburse an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together
with interest as provided herein.


 


(vi)             If
any Revolving AA-1
Lender fails to make available to the Administrative Agent for the account of an L/C Issuer any amount required to be paid by such
Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in
connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Revolving AA-1
Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of an L/C Issuer submitted to any Revolving AA-1
Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent
manifest error.


 






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(d)          Repayment
of Participations.


 


(i)           At
any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving AA-1
Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative
Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent),
the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in Dollars and in the same funds as those
received by the Administrative Agent.


 


(ii)          If
any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement
entered into by such L/C Issuer in its discretion), each Revolving AA-1
Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of
the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender,
at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving AA-1
Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(ix)            any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any Loan Party or any Subsidiary.


 


The Borrower shall promptly examine a copy
of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with
the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable L/C Issuer. Unless there
was bad faith, gross negligence, willful misconduct or a material breach of this Agreement or any other Loan Document by the L/C
Issuer as determined by a court of competent jurisdiction in a final and nonappealable judgment, the Borrower shall be conclusively
deemed to have waived any such claim against an L/C Issuer and its correspondents unless such notice is given as aforesaid.


 


(f)            Role
of L/C Issuer. Each Revolving AA-1
Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing
or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of such L/C Issuer shall be liable to any Revolving AA-1
Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the
Required Revolving AA-1
Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of the bad faith, gross negligence,
willful misconduct or a material breach of this Agreement or any other Loan Document; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as
it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such L/C Issuer shall be liable
or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and an L/C
Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, punitive,
consequential or exemplary, damages suffered by the Borrower that were, as determined by a court of competent jurisdiction in a
final and nonappealable judgment, caused by such L/C Issuer’s bad faith, willful misconduct, gross negligence or material
breach of this Agreement or any other Loan Document, or such L/C Issuer’s willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that
appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information
to the contrary, and an L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication
to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message
or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.


 






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


 


(h)          Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving AA-1
Lender in accordance, subject to Section 2.15, with its Applicable Percentage a Letter of Credit fee (the “Letter
of Credit Fee”) in Dollars for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent
of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to
be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.
Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable
Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by
the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything
to the contrary contained herein, upon the request of the Required Revolving AA-1
Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.


 


(i)           Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to each L/C Issuer for its
own account, in Dollars, a fronting fee with respect to each Letter of Credit issued by such L/C Issuer, at the rate per annum
of 0.125%, in each case, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit
on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March,
June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case
of the first payment) or, if later, the fifth Business Day after the Borrower has received an invoice therefor, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter
of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to each
L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs
and charges, of such L/C Issuer relating to letters of credit issued by it as from time to time in effect. Such customary fees
and standard costs and charges are due and payable on demand and are nonrefundable.


 






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


 


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


 


(l)          Monthly
Reports. Each L/C Issuer shall provide to the Administrative Agent a list of outstanding Letters of Credit issued by it (together
with type and amounts) on a monthly basis.


 


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


 


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


 


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


 


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


 


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


 


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


 






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2.04       Swing
Line Loans.


 


(a)         Swing
Line Facility. Subject to the terms and conditions set forth herein, theeach
Swing Line Lender, in reliance upon the agreements of the other Revolving AA-1
Lenders set forth in this Section 2.04, shall make loans (each such loan, a “Swing Line Loan”) to
the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed
at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated
with the Applicable Percentage of the Outstanding Amount of Revolving AA-1
Loans and L/C Obligations of thesuch
Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving AA-1
Commitment; provided, however, that (i) immediately after giving effect to any Swing Line Loan, (A) the
Total Revolving AA-1
Outstandings shall not exceed the Aggregate Revolving AA-1
Commitments and (B) the Revolving AA-1
Credit Exposure of any Revolving AA-1
Lender shall not exceed such Lender’s Revolving AA-1
Commitment and (ii) theno
Swing Line Lender shall not be under any obligation to make any Swing Line Loan
if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit
Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.
Each Swing Line Loan shall (i) prior to the funding of risk participations pursuant to Section 2.04(c), bear interest
at a rate as may bethe
Base Rate plus the Applicable Rate for Base Rate Loans unless otherwise separately agreed between the Borrower and the
applicable Swing Line Lender and (ii) from and after
the funding of any risk participation pursuant to Section 2.04(c), be a Base Rate Loan. Immediately upon the making
of a Swing Line Loan, each Revolving AA-1
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable
Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable
Percentage times the amount of such Swing Line Loan.


 


(b)         Borrowing
Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the applicable
Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice;
provided that any telephonic notice must be confirmed promptly by delivery to the applicable
Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice to the Administrative
Agent as Swing Line Lender must be received not later than 4:30 p.m. on the requested borrowing date, and each such Swing
Line Loan Notice to a Swing Line Lender other than the Administrative Agent must be received by such Swing Line Lender and the
Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof and (ii) the
requested borrowing date, which shall be a Business Day. Promptly after receipt by the applicable
Swing Line Lender of any Swing Line Loan Notice, thesuch
Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also
received such Swing Line Loan Notice and, if not, thesuch
Swing Line Lender will notify the Administrative Agent of the contents thereof. Unless the applicable
Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 3:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing thesuch
Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence
of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is
not then satisfied, then, subject to the terms and conditions hereof, the applicable
Swing Line Lender will, not later than 5:30 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Borrower.


 






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(c)          Refinancing
of Swing Line Loans. TheEach
Swing Line Lender at any time in its sole discretion may request that each of the Revolving AA-1
Lenders fund its risk participation in the relevant Swing Line Loan.


 


(d)          Repayment
of Participations.


 


(i)            At
any time after any Revolving AA-1
Lender has purchased and funded a risk participation in a Swing Line Loan, if the applicable
Swing Line Lender receives any payment on account of such Swing Line Loan, thesuch
Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by thesuch
Swing Line Lender.


 


(ii)           If
any payment received by the applicable Swing Line Lender
in respect of principal or interest on any Swing Line Loan is required to be returned by thesuch
Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered
into by thesuch
Swing Line Lender in its discretion), each Revolving AA-1
Lender shall pay to the applicable Swing Line Lender its
Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such
demand upon the request of theany
Swing Line Lender. The obligations of the Revolving AA-1
Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)            Interest
for Account of Swing Line Lender. TheLenders.
Each Swing Line Lender shall be responsible for invoicing the Borrower for interest on the applicable
Swing Line Loans. Until each Revolving AA-1
Lender funds its Revolving AA-1
Loans that are Base Rate Loans or risk participation pursuant to this Section 2.04 to refinance such Lender’s
Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account
of the applicable Swing Line Lender.


 


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


 






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2.05            Prepayments.


 


(a)          Voluntary
Prepayments of Loans.


 


(i)          Revolving
Loans and Term Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time
to time voluntarily prepay Revolving Loans or Term Loans of any Class in whole or in part without premium or penalty; provided
that (A) such notice must be received by the Administrative Agent not later than 1:00 p.m. (1) three Business Days
prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five Business
Days in the case of a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative
Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall
be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount
thereof then outstanding); (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple
of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (D) any prepayment of the
Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the
Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments
of the applicable Term Loan; and (E) any such notice may be conditioned on the effectiveness of other financing arrangements
or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and
Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans.
The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s
Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of
any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest
on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15,
each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance
with their respective Applicable Percentages for such Class.


 


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


 


(b)         Mandatory
Prepayments of Loans.


 


(i)            Revolving
Commitments.


 


(A)            If
for any reason the Total Revolving AA-1
Outstandings at any time exceed the Aggregate Revolving AA-1
Commitments then in effect, the Borrower shall immediately prepay Revolving AA-1
Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless
after the prepayment in full of the Revolving AA-1
Loans and Swing Line Loans the Total Revolving AA-1
Outstandings exceed the Aggregate Revolving AA-1
Commitments then in effect.


 






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(B)            If
for any reason the aggregate amount of the Revolving BB-1
Loans at any time exceed the Aggregate Revolving BB-1
Commitments then in effect, the Borrower shall immediately prepay Revolving BB-1
Loans in an aggregate amount equal to such excess.


 


(ii)           Asset
Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net
Cash Proceeds received from all Asset Sales during such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans
in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 derived from all such
Asset Sales (such prepayment to be applied as set forth in clause (iii) below); provided, however, that
such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative
Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire assets used or useful in its business or to
make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five
(365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition
within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash
Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly
agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to
the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and
which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days
(as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower
shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party
costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iii) below); provided,
further, that in the event that any Refinancing Debt is then outstanding that is secured on a pari passu basis, up to a
pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and Refinancing Debt, respectively,
then outstanding), may be applied to prepay such Refinancing Debt to the extent required thereby.


 


(iii)          Application
of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied
as follows:


 


(A)           (i) with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(A), as directed by the Borrower and (ii) with respect
to all amounts prepaid pursuant to Section 2.05(b)(i)(B), to the outstanding Revolving BB-1
Loans.


 


(B)            with
respect to all amounts prepaid pursuant to Section 2.05(b)(ii) by the Borrower, ratably to the Term Loans of each
Class (and to the remaining principal amortization payments thereof as directed by the Borrower and, absent such direction,
shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan).


 






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


 


(iv)          Limitation
of Prepayment Obligations. Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent
that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (each such Asset Sale a “Foreign Asset
Sale”) or the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary (each such Recovery Event a “Foreign
Recovery Event”) are prohibited or delayed by applicable foreign Law of such Foreign Subsidiary from being repatriated
to the Borrower, the prepayment otherwise required hereunder will not be required in respect of any amount equal to the portion
of such Net Cash Proceeds so affected at the time provided in Section 2.05(b)(ii), but may be retained by the applicable
Foreign Subsidiary so long, but only so long, as the applicable local law of such Foreign Subsidiary will not permit repatriation
to the Borrower or any Domestic Subsidiary (the Borrower hereby agreeing to use, and cause its Subsidiaries to use, commercially
reasonable efforts to overcome or eliminate any such restrictions on repatriation), and if within one year following the date on
which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Cash Proceeds
is permitted under the applicable local Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds
will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes
payable or reserved against as a result thereof and additional costs relating to such repatriation) to the repayment of Term Loans
pursuant to this Section 2.05 or (ii) to the extent that the Borrower has determined in good faith, after consultation
with the Administrative Agent, that repatriation to the Borrower or any Domestic Subsidiary of any of or all the Net Cash Proceeds
of any Foreign Asset Sale or Net Cash Proceeds of any Foreign Recovery Event attributable to Foreign Subsidiaries would have material
(as reasonably determined by the Borrower) adverse tax consequences (including by way of reduction in tax attributes) with respect
to such Net Cash Proceeds, the prepayment otherwise required hereunder will not be required in respect of any amount equal to the
portion of such Net Cash Proceeds so affected at the time provided in Section 2.05(b)(ii), but may be retained by the
applicable Foreign Subsidiary so long, but only so long, as the applicable adverse tax consequences with respect to such Net Cash
Proceeds remain (the Borrower hereby agreeing to use commercially reasonable efforts to overcome or eliminate any adverse tax consequences),
and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation
of any of such affected Net Cash Proceeds would no longer have material (as reasonably determined by the Borrower) adverse tax
consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event
not later than five Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result
thereof and additional costs relating to such repatriation) to the repayment of the Obligations pursuant to this Section 2.05.


 






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2.06        Termination
or Reduction of Revolving Commitments.


 


The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Revolving AA-1
Commitments and Aggregate Revolving BB-1
Commitments of any Class or from time to time permanently reduce such Commitments; provided that (i) any such
notice shall be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000
in excess thereof, and (iii) any such notice may be conditioned on the effectiveness of other financing arrangements or one
or more other transactions. The Borrower shall not terminate or reduce the Aggregate Revolving AA-1
Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving AA-1
Outstandings would exceed the Aggregate Revolving AA-1
Commitments. The Borrower shall not terminate or reduce the Aggregate Revolving BB-1
Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of the
Revolving BB-1
Loans would exceed the Aggregate Revolving BB-1
Commitments. If, after giving effect to any reduction of the Aggregate Revolving AA-1
Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving AA-1
Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of Commitments. Any reduction of Commitments shall be applied
to the applicable Commitment of each Lender of the applicable Class according to its Applicable Percentage. All fees accrued
with respect thereto until the effective date of any termination of the Commitments shall be paid on the effective date of such
termination. All Commitments existing immediately prior to the Amendment
No. 5 Effective Date shall be terminated on such date.


 


2.07        Repayment
of Loans.


 


(a)           Revolving
Loans. The Borrower shall repay to the Revolving AA-1
Lenders on the Revolving AA-1
Credit Maturity Date the aggregate principal amount of all Revolving AA-1
Loans made to the Borrower that are outstanding on such date. The Borrower shall repay to the Revolving BB-1
Lenders on the Revolving BB-1
Credit Maturity Date the aggregate principal amount of all Revolving BB-1
Loans that are outstanding on such date.


 


(b)           Swing
Line Loans. The Borrower shall repay each Swing Line Loan on the Revolving AA-1
Credit Maturity Date.


 


(c)           Term
A Loan. The Borrower shall repay the outstanding principal amount of the Term A Loan in equal quarterly installments
of $8,437,500 on the last Business Day of each March, June, September and December, beginning with March 31, 2017 (as
such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05),
with the outstanding principal balance of the Term A Loan due on the Term A Maturity Date, unless accelerated sooner pursuant to
Section 9.02.


 


2.08        Interest.


 


(a)           Subject
to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the sum of the Eurocurrency Rate for such Interest Period
plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate for Base
Rate Loans and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to (x) prior to the funding of risk participations pursuant to Section 2.04(c),
such rate as may bethe
Base Rate plus the Applicable Rate for Base Rate Loans unless otherwise separately agreed between the Borrower and the
applicable Swing Line Lender and (y) from and after
the funding of any risk participation pursuant to Section 2.04(c), the Base Rate plus the Applicable Rate for
Base Rate Loans.


 






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


 


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


 


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


 


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


 


2.09        Fees.


 


In addition to certain
fees described in subsections (h) and (i) of Section 2.03:


 


(a)           Commitment
Fees.


 


(i)            The
Borrower shall pay to the Administrative Agent, for the account of each Revolving AA-1
Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the product of (i) the Applicable
Rate times (ii) the actual daily amount by which the Aggregate Revolving AA-1
Commitments exceed the sum of (y) the Outstanding Amount of Revolving AA-1
Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For
the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate
Revolving AA-1
Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability
Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due
and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the
first such date to occur after the ClosingAmendment
No. 5 Effective Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly
in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 






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(ii)           The
Borrower shall pay to the Administrative Agent, for the account of each Revolving BB-1
Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the product of (i) the Applicable
Rate times (ii) the actual daily amount by which the Aggregate Revolving BB-1
Commitments exceed the aggregate Outstanding Amount of the Revolving BB-1
Loans. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more
of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day
of each March, June, September and December, commencing with the first such date to occur after the ClosingAmendment
No. 5 Effective Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly
in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


(b)           Other
Fees.


 


(i)            The
Borrower shall pay to the applicable Arrangers and the Administrative Agent for their own respective accounts fees in the amounts
and at the times separately agreed in writing. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


 


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


 


2.10        Computation
of Interest and Fees.


 


All computations of
interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid
than if computed on the basis of a 365-day year), or in the case of interest in respect of Loans denominated in Alternative Currencies
as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error. With respect to
all non-LIBOR Quoted Currencies, the calculation of the applicable interest rate will be determined in accordance with market practice
(as reasonably determined by the Administrative Agent).


 


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


 






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2.11        Evidence
of Debt.


 


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


 


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


 


2.12        Payments
Generally; Administrative Agent’s Clawback.


 


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


 






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


 


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


 






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


 


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


 


(c)           Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and
Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any
Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date
required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under
Section 11.04(c).


 


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


 


2.13        Sharing
of Payments by Lenders.


 


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


 


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


 


(ii)           the
provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations
in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to any Loan Party or any Subsidiary
(as to which the provisions of this Section shall apply).


 






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


 


2.14        Cash
Collateral.


 


(a)           Certain
Credit Support Events. If (i) any L/C Issuer has honored any full or partial drawing request under any Letter of Credit
and such drawing has resulted in an L/C Borrowing that has not been reimbursed, (ii) as of the Letter of Credit Expiration
Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral
pursuant to Section 9.02(c) or (iv) there shall exist a Defaulting Lender that is a Revolving AA-1
Lender, the Borrower shall immediately (in the case of clause (iii) above) or within three Business Days (in all other cases)
following any request by the Administrative Agent or any L/C Issuer provide Cash Collateral in an amount not less than the applicable
Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving
effect to Section 2.15(b) and any Cash Collateral provided by the Defaulting Lender). Additionally, if the Administrative
Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 100% of the Letter
of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall provide Cash
Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount
of all L/C Obligations exceeds the Letter of Credit Sublimit; provided that no such notice shall be given by the Administrative
Agent in respect of any such excess resulting from fluctuations in the applicable Dollar Equivalent amount of any Letter of Credit
unless and until such excess continues for a period of 30 days except to the extent that the Dollar Equivalent exceeds 105% of
the Letter of Credit Sublimit.


 


(b)           Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, shall grant
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and
the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the
L/C Issuers as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject
to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on
demand therefor from time to time all reasonable and customary account opening, activity and other administrative fees and charges
in connection with the maintenance and disbursement of Cash Collateral.


 


(c)           Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.05, 2.15 or 9.02 in respect of Letters of Credit shall be held and applied to the
satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided
by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may otherwise be provided for herein.


 






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(d)           Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall
be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following
compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuers
that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice
to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the
Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and
the L/C Issuers may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure
or other obligations.


 


2.15        Defaulting
Lenders.


 


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


 


(i)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.


 


(ii)           Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times
as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to any L/C Issuer or theany
Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such
Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default
exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the
Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future
Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement,
in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or
theany Swing
Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or theany
Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any
Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by
the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting
Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)          Certain
Fees.


 


(A)          No
Defaulting Lender shall be entitled to receive any fee payable under Sections 2.09(a)(i), 2.09(a)(ii) or 2.09(b) for
any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender).


 


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


 


(C)          With
respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower
shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with
respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender
pursuant to clause (b) below, (y) pay to the applicable L/C Issuer the amount of any such fee otherwise payable to such
Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not
be required to pay the remaining amount of any such fee.


 


(b)           Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C
Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders that are Revolving AA-1
Lenders in accordance with their respective Applicable Percentages with respect to the Revolving AA-1
Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation
does not cause the aggregate Revolving AA-1
Credit Exposure of any Non-Defaulting Lender that is a Revolving AA-1
Lender to exceed such Non-Defaulting Lender’s Revolving AA-1
Commitment. NoSubject
to Section 11.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder
against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting
Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 






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(c)           Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (b) above cannot, or can only
partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable
Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second,
Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 


(d)           Defaulting
Lender Cure. If the Borrower and the Administrative Agent (and, in the case of a Defaulting Lender that is a Revolving AA-1
Lender, the Swing Line LenderLenders
and the L/C Issuers) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the
parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which
may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that
portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary
to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis
by the Revolving AA-1
Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(b)), whereupon such
Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.


 


ARTICLE III


 


TAXES,
YIELD PROTECTION AND ILLEGALITY


 


3.01        Taxes.


 


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


 


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


 


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


 






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


 


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


 


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


 


(ii)           Each
Lender and L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after
demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or L/C Issuer (but
only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without
limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the
Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions
of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent
and the Loan Parties, as applicable, against any Excluded Taxes attributable to
such Lender or L/C Issuer, in each case, that are payable or paid by the Administrative Agent or
a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender and L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender or L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due
to the Administrative Agent under this clause (ii).


 






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


 


(e)           Status
of Lenders; Tax Documentation.


 


(i)            Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation prescribed by applicable Law or the taxing authorities of a jurisdiction
pursuant to such applicable Law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments
to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower
or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation either (1) set
forth in Section 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(D) below or (2) required
by applicable Law other than the Internal Revenue Code or the taxing authorities of the jurisdiction pursuant to such applicable
Law to comply with the requirements for exemption or reduction of withholding tax in that jurisdiction) shall not be required if
in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 






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(ii)           Without
limiting the generality of the foregoing,


 


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


 


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


 


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


 


(2)            executed
originals of IRS Form W-8ECI or applicable successor form;


 


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


 


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


 


 



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


 


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


 


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


 


(f)            Treatment
of Certain Refunds. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional
amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the
extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect
to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that
the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority, other than penalties, interest, or charges attributable
to bad faith, gross negligence or willful misconduct on the part of the Recipient) to the Recipient in the event the Recipient
is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in
no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment
of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax
subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require
any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to
any Loan Party or any other Person.


 






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


 


3.02        Illegality.


 


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


 


3.03        Inability
to Determine Rates.


 


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


 






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


 


(c)           Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines in good faith (which
determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with,
in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined
in good faith, that:


 


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


 


(ii)            the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a
public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate for an Available Currency shall no longer
be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no
successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific
date for such Available Currency (such specific date, the “Scheduled Unavailability Date”); or


 






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(iii)           syndicated
loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate or rates for an Available Currency to replace
LIBOR,


 


then,
reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice,
as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR for any such applicable Available
Currency (each an “Affected Currency”) with (x) in the case of LIBOR for Dollars, one or more SOFR-based Rates
or (y) another alternate benchmark rate, giving due consideration to any evolving or then existing convention for similar
syndicated credit facilities denominated in the applicable currency for such alternative benchmarks and, in each case, including
any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for
similar syndicated credit facilities denominated in the applicable currency for such benchmarks, which adjustment or method for
calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time
in its reasonable discretion and may be periodically updated (the “Adjustment”; and any such proposed rate, a “LIBOR
Successor Rate”; provided, that if the LIBOR Successor Rate shall be less than 0.25%, such rate shall be deemed 0.25% for
purposes of this Agreement), and any such amendments shall become effective at 5:00 p.m. (New York time) on the fifth Business
Day after the Administrative Agent shall have posted such proposed amendments to all Lenders and the Borrower unless, prior to
such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required
Lenders (A) in the case of an amendment to replace LIBOR for Dollars with a rate described in clause (x), object to the Adjustment;
or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided
that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based
Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice;
provided further that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR
Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 


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


 


In
connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor
Rate Conforming Changes in consultation with the Borrower from time to time and, notwithstanding anything to the contrary herein
or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without
any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected,
the Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders
reasonably promptly after such amendment becomes effective.


 






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3.04       Increased
Costs; Reserves on Eurocurrency Rate Loans.


 


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


 


(i)             impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated
by Section 3.04(e), other than as set forth below) or L/C Issuer;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


3.05       Compensation
for Losses.


 


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


 


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


 


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


 


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


 


(d)           any
assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 11.13;


 






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


 


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


 


3.06       Mitigation
Obligations; Replacement of Lenders.


 


(a)           Designation
of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided
that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with
the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to
pay any Indemnified Taxes or additional amounts to any Lender, any L/C Issuer, or any Governmental Authority for the account of
any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then at the request of the Borrower such Lender or L/C Issuer, as applicable, shall use reasonable efforts to designate a different
Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender or L/C Issuer, as applicable, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject
such Lender or L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender or L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable and documented out of pocket costs
and expenses incurred by any Lender or L/C Issuer in connection with any such designation or assignment.


 


(b)           Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a),
the Borrower may replace such Lender in accordance with Section 11.13.


 


3.07       Survival.


 


All of the Loan Parties’
obligations under this Article III shall survive termination of the aggregate Commitments, repayment of all other Obligations
hereunder, and resignation of the Administrative Agent.


  



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ARTICLE IV


 


GUARANTY


 


4.01        The
Guaranty.


 


Each of the Guarantors
hereby jointly and severally guarantees to each Lender, each L/C Issuer and each other holder of the Obligations as hereinafter
provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the
terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will,
jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of
time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of
such extension or renewal.


 


Notwithstanding any
provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations,
the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal
to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.


 


4.02       Obligations
Unconditional.


 


The obligations of
the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution,
release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted
by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor (other than payment in full of the Obligations, other than contingent indemnification, tax
gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made), it being the
intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under
any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement
or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time
as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the
foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall
not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:


 


(a)           at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations
shall be extended, or such performance or compliance shall be waived;


 


(b)           any
of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall
be done or omitted;


 


(c)           the
maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in
any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any
other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part
or otherwise dealt with;


 






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(d)           any
Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations
shall fail to attach or be perfected; or


 


(e)           any
of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of
any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).


 


With respect to its
obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or
remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against
any other Person under any other guarantee of, or security for, any of the Obligations.


 


4.03       Reinstatement.


 


The obligations of
each Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of
any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify
the Administrative Agent and each other holder of the Obligations on demand for all reasonable and documented out of pocket costs
and expenses (including, without limitation, the fees, charges and disbursements of counsel) incurred by the Administrative Agent
or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred
in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under
any Debtor Relief Law.


 


4.04       Certain
Additional Waivers.


 


Each Guarantor agrees
that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation
pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.


 


4.05       Remedies.


 


The Guarantors agree
that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the
other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified
in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in
Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing
such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that,
in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations
(whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01.
The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral
Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.


 






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4.06        Rights
of Contribution.


 


The Guarantors hereby
agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right
of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share (as defined below)
of such Excess Payment. The payment obligations of any Guarantor under this Section 4.06 shall be subordinate and subject
in right of payment to the Obligations until such time as the Obligations (other than contingent obligations for which no claim
has been asserted) have been paid-in-full and the Commitments have terminated, and none of the Guarantors shall exercise any right
or remedy under this Section 4.06 against any other Guarantor until such Obligations have been paid-in-full and the
Commitments have terminated. For purposes of this Section 4.06, (a) “Excess Payment” shall
mean the amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b) “Ratable
Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage)
as of the date of such payment of Guaranteed Obligations of (i) the amount by which the aggregate present fair salable value
of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by
which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount
of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating
the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent
to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information
for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such
payment; (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by
any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which
the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of
such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties
of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan
Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution
Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any
such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for
such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess
Payment; and (d) “Guaranteed Obligations” shall mean the Obligations guaranteed by the Guarantors pursuant
to this Article IV. This Section 4.06 shall not be deemed to affect any right of subrogation, indemnity,
reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Guaranteed
Obligations.


 


4.07       Guarantee
of Payment; Continuing Guarantee.


 


The guarantee in this
Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations
whenever arising.


 


4.08        Keepwell.


 


Each Loan Party that
is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Guarantor that is not then an “eligible
contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security
interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap
Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other
support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time
to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up
to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations
and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The
obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until
the Obligations (other than contingent obligations for which no claim has been asserted) have been paid in full. Each Guarantor
intends this Section to constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other
agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act.


 






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ARTICLE V


 


CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS


 


5.01       Conditions
of Initial Credit Extension.


 


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


 


(a)           Receipt
by the Administrative Agent of the following, each in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)            Executed
Agreement. Executed counterparts of this Agreement, properly executed by a Responsible Officer of the signing Loan Party and
each Lender and L/C Issuer.


 


(ii)           Security
Documents. Counterparts of the Security Agreement executed by a Responsible Officer of each Loan Party together with:


 


(A)           UCC
financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion,
to perfect the Administrative Agent’s security interest in the Collateral, perfection in which is effectuated through the
filing of a UCC financing statement;


 


(B)            all
certificates evidencing any certificated Equity Interests and all promissory notes evidencing Indebtedness, in each case, to the
extent pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock
powers or other instruments of transfer attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary,
such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion);


 


(C)            duly
executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative
Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered
and applied for Intellectual Property of the Loan Parties;


 






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(D)            a
duly executed Perfection Certificate and copies of UCC, United States Patent and Trademark Office and United States Copyright Office,
tax and judgment lien searches, each of a recent date listing all effective financing statements, lien notices or comparable documents
that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized
or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the
Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be
covered by the security documents (other than Permitted Liens); and


 


(E)            Evidence
of Insurance. Copies of insurance policies or certificates of insurance of the Loan Parties evidencing liability and casualty
insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, endorsements naming the Administrative
Agent as additional insured (in the case of liability insurance) or lender loss payee (in the case of hazard insurance) on behalf
of the Lenders.


 


(iii)           Closing
Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.02(a) and
5.02(b) have been satisfied.


 


(iv)           Opinions
of Counsel. Favorable opinions of (i) Jones Day and (ii) Carney Badley Spellman, P.S., addressed to the Administrative
Agent and each Lender, dated as of the Closing Date.


 


(v)            Organization
Documents, Resolutions, Etc.


 


(A)            copies
of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental
Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary
or assistant secretary of such Loan Party to be true and correct as of the Closing Date;


 


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


 


(C)            such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and is validly existing, in good standing (to the extent applicable) and qualified to engage in business in its state
of organization or formation.


 


(b)           The
Lenders shall have received audited financial statements for the “Lamb Weston” business of ConAgra for the Fiscal Year
ending May 29, 2016 and the unaudited financial statements for the “Lamb Weston” business of ConAgra for the Fiscal
Quarter ending in August 2016 and each subsequent Fiscal Quarter of the ConAgra ending 45 days or more prior to the Closing
Date.


 






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(c)            Receipt
by the Administrative Agent, the Arrangers and the Lenders of any fees required to be paid on or before the Closing Date.


 


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


 


(e)            The
Administrative Agent shall have received reasonable evidence satisfactory to it that Senior Notes will be issued substantially
concurrently with the making of the initial Credit Extensions hereunder and that the Spin-Off will be consummated on the Closing
Date substantially on the terms set forth in the Form 10.


 


(f)            The
Borrower and each of the Guarantors shall have provided documentation and other information reasonably requested in writing at
least 10 Business Days prior to the Closing Date by the Lenders as they reasonably determine is required by regulatory authorities
in connection with applicable “know your customer” and anti-money laundering rules and regulations, including,
without limitation, the PATRIOT Act, in each case at least three Business Days prior to the Closing Date.


 


Without limiting the
generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the
conditions specified in this Section 5.01, each Lender shall be deemed to have consented to, approved or accepted or
to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


5.02        Conditions
to all Credit Extensions.


 


The obligation of each
Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type,
or a continuation of Eurocurrency Rate Loans, or a Borrowing pursuant to Section 2.03(c)) is subject to the following
conditions precedent:


 


(a)            The
representations and warranties of each Loan Party contained in Article VI or any other Loan Document shall be true
and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall
be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all
material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct
in all respects) (provided that this clause (a) shall apply to (x) any extensions of credit pursuant to an Incremental
Term Loan only to the extent provided in Section 2.01(d) and the applicable Additional Credit Extension Amendment
and (y) any Incremental Term Loan to be used to consummate a Limited Condition Acquisition as provided in Section 1.10).


 


(b)            No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof (provided
that this clause (b) shall apply to (x) any extensions of credit pursuant to an Incremental Term Loan only to the extent
provided in Section 2.01(d) and the applicable Additional Credit Extension Amendment and (y) any Incremental
Term Loan to be used to consummate a Limited Condition Acquisition as provided in Section 1.10).


 






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


 


(d)            In
the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national
or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable
opinion of the Administrative Agent, the Required Revolving AA-1
Lenders (in the case of any Revolving AA-1
Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated
in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative
Currency.


 


Each Request for Credit
Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency
Rate Loans or a Borrowing pursuant to Section 2.03(c)) submitted by the Borrower shall be deemed to be a representation
and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of
the date of the applicable Credit Extension.


 


ARTICLE VI


 


REPRESENTATIONS
AND WARRANTIES


 


The Loan Parties represent
and warrant to the Administrative Agent and the Lenders that:


 


6.01        Organization;
Powers.


 


(a) (i) Each
Loan Party and (ii) each other Restricted Subsidiary, except, in the case of clause (ii), where the failure, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is duly organized, validly existing
and in good standing (to the extent applicable) under the laws of the jurisdiction of its organization, (b) each of the Borrower
and its Restricted Subsidiaries has all requisite power and authority to carry on its business as now conducted and (c) except
where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, each of the Borrower and its Restricted Subsidiaries is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required. Schedule 6.01 sets forth, as of the Closing Date, (i) a correct
and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (ii) a
true and complete listing of each class of each Loan Party (other than the Borrower) and each Subsidiary’s authorized Equity
Interests, of which all of such issued shares are (to the extent such concepts are relevant with respect to such ownership interests)
validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule
6.01, and (iii) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity
Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests)
duly authorized and issued and are fully paid and non-assessable.


 






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6.02        Authorization;
Enforceability.


 


The Transactions are
within each Loan Party’s corporate, limited liability company or other organizational powers and have been duly authorized
by all necessary corporate, limited liability company or other organizational action and, if required, stockholder action. The
Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable Debtor Relief
Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law.


 


6.03        Governmental
Approvals; No Conflicts.


 


The Transactions (a) except
as could not reasonably be expected to have a Material Adverse Effect, do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force
and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents and the filing of one or more
current reports on Form 8-K with respect to the Transactions, (b) except as could not reasonably be expected to have
a Material Adverse Effect, will not violate any Law applicable to the Borrower or any of its Restricted Subsidiaries, (c) except
as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture,
agreement or other instrument binding upon the Borrower or any of its Restricted Subsidiaries or its assets (except those as to
which waivers or consents have been obtained), and (d) will not result in the creation or imposition of any Lien on any asset
of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and/or other Permitted
Liens.


 


6.04        Financial
Condition; No Material Adverse Change.


 


(a)            The
Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of income and cash flows as of and
for the Fiscal Year ended May 2931,
20162020,
reported on by KPMG LLP, independent public accountants. Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of the “Lamb Weston” business of ConAgra as of such date
in accordance with GAAP.


 


(b)            Since
May 2931,
20162020
there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect (excluding
for the avoidance of doubt, the Transactions).


 


6.05        Properties.


 


(a)            Each
of the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property,
in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and all such
property is free of all Liens other than Permitted Liens.


 


(b)            The
Borrower and each of its Restricted Subsidiaries owns, has the legal right to use or is licensed to use, Intellectual Property
used or held for use in or otherwise necessary to its business as currently conducted except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect, and, to the knowledge of the Borrower or any of its Restricted Subsidiaries,
the operation of their respective businesses by the Borrower and its Restricted Subsidiaries does not infringe upon or violate
the rights of any other Person except for such infringements or violations that, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.


 






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6.06        Litigation
and Environmental Matters.


 


(a)            There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of the Borrower, threatened in writing against the Borrower or any of its Restricted Subsidiaries (i) that could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) as of the Closing Date, that
involve this Agreement or the Transactions.


 


(b)            Except
for any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, (i) none of the Borrower or any of its Restricted Subsidiaries has received any written or actual notice of any claim
or legal action with respect to any Environmental Liability or has knowledge or reason to believe that any such notice will be
received or is threatened and (ii) none of the Borrower or any of its Restricted Subsidiaries (1) has failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law or (2) has become subject to any Environmental Liability.


 


6.07        Compliance
with Laws.


 


Each of the Borrower
and its Restricted Subsidiaries is in compliance with all Laws applicable to it or its property, except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


6.08        Investment
Company Status.


 


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


 


6.09        Taxes.


 


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


 


6.10        ERISA.


 


No ERISA Event has
occurred within the previous five (5) years or is reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse
Effect.


 


6.11       Disclosure.


 


None of the reports,
financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or
any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other
information so furnished) or delivered hereunder, taken as a whole, contains any material misstatement of fact or omits to state
any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially
misleading; provided that, with respect to projected financial information, the Borrower represents only that such information
was prepared in good faith based upon assumptions believed, when taken as a whole, to be reasonable at the time delivered. Notwithstanding
anything contained in this Section 6.11, the parties hereto acknowledge and agree that uncertainty is inherent in any
forecasts and projections and that such forecasts and projections do not constitute guarantees of future performance and that actual
results may differ from projected results and that such differences may be material.


 






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6.12        Solvency.


 


(a)            As
of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date, the Loan Parties, taken
as a whole on a consolidated basis, are and will be Solvent.


 


(b)            The
Loan Parties on a consolidated basis, will not (i) have unreasonably small capital in relation to the business in which they
are engaged or (ii) have incurred, or believe that they will have incurred after giving effect to the transactions contemplated
by this Agreement, Indebtedness beyond their ability to pay such Indebtedness as it becomes due.


 


6.13        Security
Interests in Collateral.


 


As of the Closing Date
and at all times thereafter except during a Collateral and Guarantee
Suspension Period (and subject to the time period provided in Section 7.10(d), the provisions of this Agreement and
the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit
of the holders of the Obligations, and, upon the filing of appropriate financing statements, the recordation of the applicable
mortgages and, with respect to any Intellectual Property, filings in the United States Patent and Trademark Office and the United
States Copyright Office, or taking such other action as may be required for perfection under applicable Law, such Liens will constitute,
to the extent required by the Loan Documents, perfected and continuing Liens on the Collateral, securing the Obligations, enforceable
against the Borrower and/or Guarantors, as applicable, and all third parties, and having priority over all other Liens on the Collateral
except (a) for Permitted Liens, (b) in the case of Liens perfected only by possession (including possession of any certificate
of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral and (c) to
the extent that perfection of such security interests and Liens are not required by the Loan Documents. No representation or warranty
is made under or with respect to the Laws of any non-U.S. jurisdiction with respect to the perfection or priority of any security
interest in the Equity Interests issued by any Foreign Subsidiary or any other Collateral located in any non-U.S. jurisdiction.


 


6.14        Labor
Disputes.


 


There are no labor
controversies, strikes, lockouts or slowdowns pending against or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or any of its Restricted Subsidiaries (i) which could reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect, or (ii) that involve this Agreement or the Transactions.


 


6.15        No
Default.


 


No Default has occurred
and is continuing.


 






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6.16        Federal
Reserve Regulations.


 


No part of the proceeds
of any Credit Extension have been used, whether directly or indirectly, for any purpose that entails a violation of any of the
regulations of the FRB, including Regulations T, U, and X.


 


6.17        OFAC;
Anti-Corruption Laws.


 


No Loan Party nor any
Subsidiary of a Loan Party, nor to the knowledge of any Loan Party, any director, officer, employee or Affiliate thereof is currently
the subject of any Sanctions or located, organized or resident in a Designated Jurisdiction in violation of Sanctions. No Credit
Extension, nor the proceeds from any Credit Extension, has been used, directly or indirectly, to lend, contribute, provide or has
otherwise made available to fund any activity or business of any Person who is the subject of any Sanctions, or in any other manner
that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, any L/C Issuer
or theany
Swing Line Lender) of Sanctions. The Loan Parties and their Subsidiaries have conducted their businesses in compliance with the
United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption laws in all material
respects and have instituted and maintained policies and procedures intended to promote and achieve compliance with such laws.


 


6.18        Insurance.


 


The properties of the
Loan Parties and their Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts, with such deductibles and covering such risks as the Borrower believes appropriate in the exercise
of its reasonable business judgment (including the use of self-insurance plans). The property and general liability insurance coverage
of the Borrower and the Guarantors as in effect on the Closing Date is outlined as to carrier, policy number, expiration date,
type and amount on Schedule 6.18.


 


6.19        EEA
Financial Institutions.


 


No Loan Party is an
EEA Financial Institution.


 


6.20        Covered
Entities.


 


No Loan Party is a
Covered Entity.


 


ARTICLE VII


 


AFFIRMATIVE
COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations for which no claim has been
asserted) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding and not Cash Collateralized:


 


7.01        Financial
Statements and Other Information.


 


The Borrower will furnish
to the Administrative Agent (for delivery to each Lender):


 


(a)            by
no later than the date which occurs 90 days (or 100 days if permitted by SEC requirements) after the end of each Fiscal Year of
the Borrower, (i) the Borrower’s audited consolidated balance sheet and related statements of income, stockholders’
equity and cash flows as of the end of and for such Fiscal Year, setting forth in each case in comparative form the figures for
the previous Fiscal Year (it being understood that such comparative form shall be required only
to the extent required by SEC requirements prior to the financial statements for Fiscal Year 2019), all reported
on by independent public accountants of recognized national standing (without a “going concern” or like qualification
or exception (except for qualifications or exceptions resulting from pending maturity of Indebtedness under
this Agreementor actual or prospective breach of a financial
covenant)) to the effect that such consolidated financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP and (ii) at any time that the Borrower has any Unrestricted Subsidiaries, a consolidated balance sheet and related statements
of income and cash flows of the Borrower and its Restricted Subsidiaries, in each case as at the end of such Fiscal Year, setting
forth in comparative form the corresponding consolidated figures for the preceding Fiscal Year (it
being understood that such comparative form shall be required only to the extent required by SEC requirements prior to the financial
statements for Fiscal Year 2019),, accompanied
by a certificate of a Financial Officer of the Borrower, which certificate shall state that such financial statements fairly present
in all material respects the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries,
in accordance with GAAP (except, in the case of the financial statements of the Borrower and its Restricted Subsidiaries, for the
exclusion of Unrestricted Subsidiaries), as at the end of and for such Fiscal Year;


 






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(b)            by
no later than the date which occurs 45 days (or 50 days if permitted by SEC requirements) after the end of each of the first three
Fiscal Quarters of the Borrower, the unaudited consolidated balance sheet and related statements of income and cash flows for the
Borrower and its Subsidiaries as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting
forth in each case, in comparative form (it being understood that such comparative form shall
be required only to the extent required by SEC requirements prior to the financial statements for the Fiscal Quarter ending in
February 2018) thethe figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified
by one of its Financial Officers as presenting fairly in all material respects the consolidated financial condition and results
of operations of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to normal year-end and audit adjustments
and the absence of certain footnotes;


 


(c)            concurrently
with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate executed by a Financial
Officer of the Borrower (i) certifying as to whether a Default has occurred during the period covered thereby and is continuing
and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto,
(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 8.11, and (iii) stating
whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred
to in Section 6.04 and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate (which delivery may, unless the Administrative Agent requests executed originals, be by electronic
communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);


 


(d)            promptly
after the same become publicly available, to the extent not available by electronic or other readily accessible means, copies of
all periodic and other material reports, proxy statements and other non-confidential materials filed by the Borrower or any Subsidiary
with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case
may be;


 






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(e)            promptly
(in any event, within 30 days, or such later date as determined by the Administrative Agent in its sole discretion) thereafter,
written notice of any change in a Loan Party’s name, jurisdiction of formation or form of organization (other than the Guarantor
Name Change); and


 


(f)             promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request,
including, without limitation, pursuant to the PATRIOT Act and the Beneficial Ownership Regulation (provided that no such information
shall be required to be provided if providing such information would violate confidentiality agreements or result in a loss of
attorney-client privilege or a claim of attorney work product with respect to such information so long as the Borrower notifies
the Administrative Agent that such information is being withheld and the reason therefor).


 


Documents required
to be delivered pursuant to Section 7.01(a), 7.01(b) or 7.01(d) (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted
on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: the
Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request to the Borrower to deliver such
paper copies until a written request to cease delivering paper copies is given by the Administrative Agent. The Administrative
Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above.


 


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to
the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar,
or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders
(each a “Public Lender”) may have personnel who do not wish to receive material non-public information with
respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment
and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the
Arrangers, the L/C Issuers and the Lenders to treat the Borrower Materials as not containing any material non-public information
with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided,
however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to
treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not designated as “Public Side Information.”


 






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7.02        Notices
of Material Events.


 


The Borrower will furnish
to the Administrative Agent prompt written notice (in any event, within 5 Business Days) upon any Responsible Officer of the Borrower
obtaining actual knowledge thereof, of the following:


 


(a)            the
occurrence of any Default;


 


(b)            the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting
any Loan Party or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;


 


(c)            the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in a Material Adverse Effect;


 


(d)            the
occurrence any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or
proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation
or similar proceeding; and


 


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


 


Each notice delivered
under this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


7.03        Existence;
Conduct of Business.


 


The Borrower will,
and will cause each of its Restricted Subsidiaries to, (a) do or cause to be done all things necessary to preserve, maintain,
renew and keep in full force and effect (i) its legal existence and (ii) the rights, qualifications, licenses, permits,
franchises, governmental authorizations, Intellectual Property rights, licenses and permits necessary in the conduct of its
business, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect; provided
that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 8.03
and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted (and those ancillary, complementary or reasonably related thereto).


 


7.04        Payment
of Obligations.


 


The Borrower will,
and will cause each of its Restricted Subsidiaries to, pay or discharge all Material Indebtedness and all other material liabilities
and obligations, including material Taxes, before the same shall become delinquent or in default (subject, where applicable, to
specified grace periods), except where (a) the validity
or amount thereof is being contested in good faith by appropriate proceedings and (a) the
Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required
by GAAP or (b) the failure to make payment could not reasonably be expected to result in a Material Adverse Effect.


 






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7.05        Maintenance
of Properties.


 


Except as would not
individually or in the aggregate have a Material Adverse Effect, the Borrower will, and will cause each of its Restricted Subsidiaries
to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and
tear excepted.


 


7.06        Books
and Records; Inspection Rights.


 


The Borrower will,
and will cause each of its Restricted Subsidiaries to, (i) keep proper books of record and account in which complete entries
in accordance with GAAP are made of all material dealings and transactions in relation to its business and activities and (ii) permit
any representatives designated by the Administrative Agent, upon reasonable prior notice, to visit and inspect its properties,
to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers,
all upon reasonable prior notice at such reasonable times and as often as reasonably requested and at the expense of the Borrower;
provided that, unless an Event of Default has occurred and is continuing, no more than one such inspection shall be conducted
in any Fiscal Year. Notwithstanding anything to the contrary in this Section 7.06, none of the Borrower or any of the
Restricted Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other
matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of
which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by
Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work
product.


 


7.07        Compliance
with Laws.


 


The Borrower will,
and will cause each of its Restricted Subsidiaries to, comply with all Laws applicable to it or its property (including, without
limitation, ERISA and Environmental Laws), except where the failure to do so could not reasonably be expected to result in a Material
Adverse Effect.


 


7.08        Use
of Proceeds.


 


TheOn
and after the Amendment No. 5 Effective Date, the proceeds of the Credit Extensions will be used (i) to
consummate the Transactions, including to make a cash payment to ConAgra on the Closing Date as described in the definition of
 “Transactions”, (ii) for working capital needs and for other general corporate purposes of the
Borrower and its Restricted Subsidiaries in the ordinary course of business and (iiiii)
to finance Permitted Acquisitions and permitted stock repurchases; provided
that no more than $175,000,000 of Revolving Loans and Swing Line Loans may be borrowed on the Closing Date.
No part of the proceeds of any Credit Extension will be used, whether directly or indirectly, for any purpose that entails a violation
of any of the regulations of the FRB, including Regulations T, U and X.


 


7.09        Insurance.


 


The Borrower will,
and will cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable carriers insurance in such
amounts and against such risks (including loss or damage by fire and other normally insured perils and loss in transit; business
interruption; and general liability) and such other hazards, as the Borrower believes appropriate in the exercise of its reasonable
business judgment (including the use of self-insurance plans). The Borrower will furnish to the Administrative Agent, upon request
thereof, information in reasonable detail as to the insurance so maintained. Except during a Collateral and
Guarantee Suspension Period (and subject to the time period provided in Section 7.10(d)), the Borrower shall
deliver to the Administrative Agent endorsements (x) to all “All Risk” physical damage insurance policies on all
of the Borrower’s and Guarantors’ tangible personal property and assets and business interruption insurance policies
naming the Administrative Agent lender loss payee, and (y) to all general liability and other liability policies naming the
Administrative Agent an additional insured.


 






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7.10        Subsidiary
Guarantors; Pledges; Collateral; Further Assurances.


 


(a)            NoExcept
during a Collateral and Guarantee Suspension Period, no later than thirty (30) days (or such later date as may be agreed
upon by the Administrative Agent) after any Person (other than an Excluded Subsidiary) becomes a Material Restricted Subsidiary
or any Material Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall provide
the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent
a Joinder Agreement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of this Agreement as a Guarantor
and, except during a Collateral Suspension Period, the the
Collateral Documents, such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation
and legal opinions to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative
Agent.


 


(b)            Except
during a Collateral and Guarantee Suspension Period (and
subject to the time period provided in clause (d) below), the Borrower will cause, and will cause each Guarantor to cause,
all existing and newly-acquired owned property other than Excluded Property to be subject at all times (subject to the time periods
in clause (a) above and (d) below) to first priority, perfected Liens in favor of the Administrative Agent for the benefit
of the holders of the Obligations to secure the Obligations to the extent required by and in accordance with the terms and conditions
of the Collateral Documents, subject in any case to Permitted Liens.


 


(c)            Without
limiting the foregoing, except during a Collateral and Guarantee
Suspension Period (and subject to the time period provided in clause (d) below), the Borrower will, and will cause each Subsidiary
to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments,
and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents
and such other actions or deliveries of the type required by Section 5.01, as applicable), which may be required by
law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this
Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by
the Collateral Documents, all at the reasonable expense of the Borrower.


 


(d)            If
a Collateral and Guarantee Suspension Period shall terminate,
all Liens and Guarantees granted or purported to be granted
in any Loan Document shall be automatically and immediately reinstated and the Loan Parties shall, within 30 days following termination
of such Collateral and Guarantee Suspension Period (or within
such longer period as to which the Administrative Agent may consent) (the “Collateral and
Guarantee Reinstatement Date”) take all actions as are reasonably requested by the Administrative Agent to establish
the Guarantees and secure the Obligations (and perfect such security interest) by first priority Liens (subject in any
case to Permitted Liens) in favor of the Administrative Agent on all assets of the Loan Parties other than Excluded Property and
the Administrative Agent is hereby authorized to enter into any new Collateral Documents in connection with any Collateral and
Guarantee Reinstatement Date.


 






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(e)            Notwithstanding
the provisions of this Section 7.10 to the contrary, so long as no Default has occurred and is then continuing or would
result therefrom and the Borrower has demonstrated compliance on a Pro Forma Basis (after giving effect to such redesignation)
with the financial covenants set forth in Section 8.11, the Borrower may from time to time designate or change any
of its Subsidiaries’ status as a Restricted Subsidiary or an Unrestricted Subsidiary. The designation of any Subsidiary as
an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation
in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s
(as applicable) investment therein.


 


7.11        Farm
Credit Equities and Security.


 


(a)            So
long as (i) any Farm Credit Lender is a Lender hereunder and (ii) such Farm Credit Lender has notified the Borrower that
it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of
the Loans made by such Farm Credit Lender hereunder, the Borrower may acquire equity in such Farm Credit Lender in such amounts
and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s bylaws and capital
plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower shall be required pursuant
to this sentence to purchase in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not
exceed the maximum amount required by such bylaws and capital plan on the Closing Date (or, if applicable, at the time such Farm
Credit Lender becomes a Lender hereunder via assignment to the extent the Borrower has consented to such Farm Credit Lender becoming
a Lender). The Borrower acknowledges receipt, as of the Closing Date and to the extent applicable, of a copy of (i) each such
Farm Credit Lender’s most recent annual report, (ii) each such Farm Credit Lender’s Notice to Prospective Stockholders
and (iii) each such Farm Credit Lender’s bylaws and capital plan, which describe the nature of all of the Borrower’s
equity in each such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lenders (the “Farm
Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof.


 


(b)            Each
party hereto acknowledges that each relevant Farm Credit Lender’s bylaws and capital plan (as each may be amended from time
to time) shall govern (i) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage
refunds or other distributions made on account thereof or on account of the Borrower’s patronage with such Farm Credit Lender,
(ii) the Borrower’s eligibility for patronage distributions from such Farm Credit Lender (in the form of Farm Credit
Equities and cash) and (iii) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm
Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder
on a non-patronage basis.


 


(c)            Each
party hereto acknowledges that each Farm Credit Lender has a statutory first Lien pursuant to the Farm Credit Act of 1971 (as amended
from time to time) on all Farm Credit Equities that the Borrower may now own or hereafter acquire in such Farm Credit Lender, which
statutory Lien shall be for such Farm Credit Lender’s sole and exclusive benefit. Notwithstanding anything to the contrary
herein or in any other Loan Document, the Farm Credit Equities shall not constitute security for the Obligations due to any other
holder thereof. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued
by the relevant Farm Credit Lender for the account of the Borrower (including, in each case, proceeds thereof), such Lien shall
be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither
the Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event
of Default, the relevant Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution
or retirement of equity to amounts due under this Agreement. The Borrower acknowledges that any corresponding tax liability associated
with such application is the sole responsibility of the Borrower. No Farm Credit Lender shall have any obligation to retire its
Farm Credit Equities upon any Default or any other default by the Borrower or any other Loan Party, or at any other time, either
for application to the Obligations or otherwise.


 






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7.12        Post-Closing.


 


(a)            Take
all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within
the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole
discretion).


 


ARTICLE VIII


 


NEGATIVE
COVENANTS


 


So long as any Lender
shall have any Commitment hereunder any Loan or other Obligation hereunder (other than contingent obligations for which no claim
has been asserted) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding and not Cash Collateralized:


 


8.01        Indebtedness.


 


The Borrower will not,
and will not permit any Restricted Subsidiary to, create, incur or suffer to exist any Indebtedness, except:


 


(a)            Indebtedness
under the Loan Documents;


 


(b)            Indebtedness
existing on the Closing Date and set forth in Schedule 8.01 and Permitted Refinancing Indebtedness in respect thereof;


 


(c)            Indebtedness
of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary;
provided that any Indebtedness owing by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be subordinated
to the Obligations on terms reasonably satisfactory to the Administrative Agent;


 


(d)            Indebtedness
of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital
assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed
in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof,
and any Permitted Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate principal amount
of Indebtedness incurred in reliance on this clause (d) shall not exceed the greater of (i) $200,000,000350,000,000
and (ii) 9.010.0%
of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower
delivered pursuant to Section 7.01(a) or (b) prior to the date of incurrence thereof) at any time
outstanding;


 


(e)            obligations
in connection with any Permitted Receivables Financing;


 






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(f)             (i) unsecured
Indebtedness of the Loan Parties; provided that (x) both immediately before and after giving effect
to the incurrence of such Indebtedness, to the Borrower
shall be in compliance with the financial covenants set forth in Section 8.11 on
a Pro Forma Basisextent (A) such Indebtedness is
secured, the pro forma Consolidated Secured Net Leverage Ratio shall not exceed 3.50 to 1.00 and (B) such Indebtedness is
unsecured, the pro forma Consolidated Net Leverage Ratio shall not exceed 4.50 to 1.00, (y) such indebtedness (A) shall
have a maturity date no earlier than 91 days following the then Latest Maturity Date (as of the date such Indebtedness was incurred)
and (B) shall not require any scheduled payment of principal prior to the maturity date thereof and (z) the covenants
and events of default contained in such Indebtedness are not, taken as a whole, materially more restrictive on the Borrower and
its Restricted Subsidiaries (as determined in good faith by a Responsible Officer of the Borrower) than the terms of this Agreement
unless the Borrower enters into an amendment to this Agreement with the Administrative Agent (which amendment shall not require
the consent of any other Lender) to add such more restrictive terms for the benefit of the Lenders and (ii) Permitted Refinancing
Indebtedness in respect of the foregoing;


 


(g)             Indebtedness
of a Person existing at the time such Person becomes a Restricted Subsidiary pursuant to a Permitted Acquisition (provided
that such Indebtedness was not incurred by such Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary) so long as, immediately after giving effect to such Permitted Acquisition, the Borrower shall
be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis and any Permitted Refinancing
Indebtedness in respect of the foregoing;


 


(h)             Indebtedness
in respect of Swap Contracts; provided that such Swap Contracts are (or were) entered into in for the purpose of mitigating
risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices, and not for purposes of speculation;


 


(i)              Indebtedness
of Restricted Subsidiaries of the Borrower that are not Loan Parties in an aggregate principal amount outstanding at any one time
not to exceed (x) $50,000,00075,000,000
plus (y) in the case of Foreign Subsidiaries organized under the Laws of the People’s Republic of China, RMB450,000,000675,000,000;


 


(j)              to
the extent constituting Indebtedness, indemnification and non-compete obligations or adjustments in respect of the purchase price
(including earn-outs and other contingent deferred payments) in connection with any Permitted Acquisition or sale or disposition
permitted by Section 8.05;


 


(k)             Indebtedness
in respect of workers’ compensation claims, property casualty or liability insurance, take-or-pay obligations in supply arrangements,
self-insurance obligations, performance, bid and surety bonds and completion guaranties and similar arrangements, in each case
in the ordinary course of business;


 


(l)              Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn
by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness
is promptly repaid;


 


(m)            other
Indebtedness of the Borrower and its Restricted Subsidiaries in a principal amount up to but not exceeding in the aggregate outstanding
on the date such Indebtedness is incurred (A) the greater
of (i) $200,000,000350,000,000
and (ii) 910.0%
of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower
delivered pursuant to Section 7.01(a) or (b) prior to the date of incurrence thereof) at such time
less (B) any amounts outstanding at such time under
clause (v) below;


 






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(n)            (i) the
Senior Notes issued on the Closing Date in an aggregate principal amount not to exceed $1,700,000,000 and (ii) the
Senior Notes issued on May 12, 2020 in an aggregate principal amount not to exceed $500,000,000, and any Permitted
Refinancing Indebtedness in respect of any of the foregoing;


 


(o)            Indebtedness
representing deferred compensation to employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course
of business


 


(p)            Indebtedness
incurred in the ordinary course of business in connection with cash pooling arrangements and cash management incurred in the ordinary
course of business in respect of netting services and similar arrangements in each case in connection with cash management and
deposit accounts, but only to the extent, with respect to any such arrangements, that the total amount of deposits subject to such
arrangements equals or exceeds the total amount of overdrafts or similar obligations subject thereto;


 


(q)            Indebtedness
consisting of unpaid insurance premiums owing to insurance companies and insurance brokers incurred in connection with the financing
of insurance premiums in the ordinary course of business;


 


(r)             Guarantees
of Indebtedness otherwise permitted by this Section 8.01 and of other obligations otherwise permitted hereunder;


 


(s)             any
Refinancing Debt and any Permitted Refinancing Indebtedness in respect of the foregoing or the below;


 


(t)             Incremental
Equivalent Debt in an aggregate principal amount measured at the time of incurrence not to exceed the then remaining Incremental
Amount; andprovided
that to the extent (A) such Indebtedness is secured, the pro forma Consolidated Secured Net Leverage Ratio shall not exceed
3.50 to 1.00 and (B) such Indebtedness is unsecured, the pro forma Consolidated Net Leverage Ratio shall not exceed 4.50 to
1.00 (in each case, excluding the cash proceeds of such Incremental Commitments from cash and cash equivalents and treating any
Incremental Revolving Commitments as fully drawn);


 


(u)            Indebtedness
incurred by the Borrower under the NFC Credit Agreement in an aggregate principal amount not to exceed $725,000,000.;
and


 


(v)            Indebtedness
under tri-party guarantee agreements (guaranteeing Indebtedness of third-party suppliers) in an aggregate principal amount outstanding
at any one time not to exceed $75,000,000.


 


The accrual of interest,
the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the payment of dividends on Disqualified
Equity Interests in the form of additional shares of Disqualified Equity Interests, accretion or amortization of original issue
discount or liquidation preferences and increases in the amount of Indebtedness outstanding solely as a result of fluctuations
in the applicable Dollar Equivalent amount of any Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes
of this Section 8.01. The principal amount of any non-interest bearing Indebtedness or other discount security constituting
Indebtedness at any date shall be the principal amount thereof that would be shown on a consolidated balance sheet of the Borrower
dated such date prepared in accordance with GAAP.


 






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This Agreement will
not treat (1) unsecured Indebtedness as subordinated or junior in right of payment to secured Indebtedness merely because
it is unsecured or (2) senior Indebtedness as subordinated or junior in right of payment to any other senior Indebtedness
merely because it has a junior priority with respect to the same collateral.


 


Further, for purposes
of determining compliance with this Section 8.01, if an item of Indebtedness (or any portion thereof) meets the criteria
of one or more of the categories of Indebtedness (or any portion thereof) permitted by this Section 8.01, the Borrower
may, in its sole discretion, classify or divide such item of Indebtedness (or any portion thereof) in any manner that complies
with this Section 8.01 and will be entitled to only include the amount and type of such item of Indebtedness (or any
portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall
be treated as having been incurred pursuant to only such clause or clauses (or any portion thereof); provided, that all
Indebtedness outstanding under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of
this Section 8.01.


 


8.02        Liens.


 


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


 


(a)            Liens
created pursuant to any Loan Document to secure Obligations;


 


(b)            Permitted
Encumbrances;


 


(c)            any
Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Closing Date and set forth in Schedule 8.02;
provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary
(other than any replacements of such property or assets and accessions thereto and proceeds thereof, and in the case of any Restricted
Subsidiary, after-acquired property of such Restricted Subsidiary of the same type and consistent with that contemplated at the
time such original Lien was created) and (ii) such Lien shall secure only those obligations which it secures on the Closing
Date and any Permitted Refinancing Indebtedness in respect thereof;


 


(d)            any
Farm Credit Lender’s statutory Lien in its Farm Credit Equities;


 


(e)            Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that
(i) such security interests secure Indebtedness permitted by Section 8.01(d), (ii) except in the case of
Permitted Refinancing Indebtedness 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, (iii) except in the case of Permitted
Refinancing Indebtedness, the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such
fixed or capital assets and the financing thereof and (iv) such security interests shall not apply to any other property or
assets of the Borrower or any Restricted Subsidiary;


 






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(f)             any
Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing
on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person
becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with
such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any
other property or assets of the Borrower or Restricted Subsidiary (other than any replacements of such property or assets and accessions
thereto and proceeds thereof, and in the case of any acquired Restricted Subsidiary, after-acquired property of such Restricted
Subsidiary of the same type and consistent with that contemplated at the time such original Lien was created) and (iii) such
Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted
Subsidiary and Permitted Refinancing Indebtedness in respect thereof;


 


(g)            Liens
upon real or personal property leased under operating leases in the ordinary course of business by the Borrower or any of its Restricted
Subsidiaries in favor of the lessor created at the inception of the lease transaction, securing obligations of the Borrower or
any of its Restricted Subsidiaries under or in respect of such lease and extending to or covering only the property subject to
such lease and improvements thereon;


 


(h)            Liens
of sellers or creditors of sellers of farm products encumbering such farm products when sold to any of the Borrower or its Restricted
Subsidiaries pursuant to the Food Security Act of 1985 or pursuant to similar state laws to the extent such Liens may be deemed
to extend to the assets of such Person;


 


(i)             protective
Uniform Commercial Code filings with respect to personal property leased by, or consigned to, any of the Borrower or its Restricted
Subsidiaries;


 


(j)             Liens
upon Equity Interests of Unrestricted Subsidiaries;


 


(k)            Liens
in favor of a Receivables Financing SPC or Receivables Financier created or deemed to exist in connection with a Permitted Receivables
Financing (including, without limitation, any related filings of any financing statements, any Liens on deposit and securities
accounts maintained in connection with any Permitted Receivables Financing and any Liens on the Equity Interests of a Receivables
Financing SPC), but only to the extent that any such Lien relates to the applicable Transferred Assets actually sold, contributed,
financed or otherwise conveyed or pledged pursuant to such transaction;


 


(l)             Liens
on Collateral securing Indebtedness permitted by Section 8.01(f)(i)(x)(A),
(s), (t), and (u); provided that
such Liens are subject to a Permitted Intercreditor Agreement;


 


(m)            normal
and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;


 


(n)            Liens
of sellers of goods to the Borrower and its Restricted Subsidiaries arising under Article 2 of the UCC or similar provisions
of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price
for such goods and related expenses;


 


(o)            Liens
in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with
the importation of goods;


 


(p)            Liens
solely on any cash earnest money deposits made in connection with an Investment permitted by Section 8.04;


 






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(q)            transfer
restrictions, purchase options, calls or similar rights of third-party joint venture partners with respect to Equity Interests
of joint venture entities;


 


(r)             leases,
licenses, subleases or sublicenses and Liens on the property covered thereby, in each case, granted to others in the ordinary course
of business which do not (i) interfere in any material respect with the business of the Borrower or any Restricted Subsidiary,
taken as a whole, or (ii) secure any Indebtedness;


 


(s)            Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower
or any Restricted Subsidiary in the ordinary course of business permitted by this Agreement;


 


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


 


(u)            Liens
that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with
banks or other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (ii) relating
to pooled deposit or sweep accounts of the Borrower or any of the Restricted Subsidiaries to permit satisfaction of overdraft or
similar obligations incurred in the ordinary course of business of the Borrower or any of the Restricted Subsidiaries or (iii) relating
to purchase orders and other agreements entered into with customers of any Restricted Subsidiary in the ordinary course of business;


 


(v)            Liens
on any cash earnest money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of
intent or purchase agreement permitted hereunder;


 


(w)           Liens
consisting of an agreement to dispose of any property in a Disposition permitted hereunder, to the extent that such Disposition
would have been permitted on the date of the creation of such Lien;


 


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


 


(y)            Liens
on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary
letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment
or storage of such inventory or goods;


 


(z)            Liens
on property subject to any sale and leaseback transaction permitted hereunder and general intangibles related thereto;


 


(aa)          other
Liens on assets of the Borrower and the Restricted Subsidiaries securing other obligations of the Borrower and the Restricted Subsidiaries
in the aggregate principal amount not to exceed the greater of $100,000,000200,000,000
and 4.56.0%
of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower
delivered pursuant to Section 7.01(a) or (b) prior to the date of creation thereof) at any time outstanding;


 






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(bb)         Liens
on assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness permitted by Section 8.01(i); and


 


(cc)          Liens
securing Swap Contracts in a net amount not to exceed $50,000,000.


 


For purposes of determining
compliance with this Section 8.02, if a Lien meets, in whole or in part, the criteria of one or more of the categories
of Liens (or any portion thereof) permitted in this Section 8.02, the Borrower may, in its sole discretion, classify
or divide such Lien (or any portion thereof) in any manner that complies with this Section 8.02 and will be entitled
to only include the amount and type of such Lien or liability secured by such Lien (or any portion thereof) in one of the above
clauses and such Lien will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).


 


8.03        Fundamental
Changes.


 


(a)            The
Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit
any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of
the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor
may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided
that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger
shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor
may (x) liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other
Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any
such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not
be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with
any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction,
the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor
is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant
to a merger, consolidation, liquidation or dissolution.


 


(b)            The
Borrower will not, nor will it permit any of its Restricted Subsidiaries to, (i) engage to any substantial extent in any business
other than businesses of the type conducted by the Borrower and its Subsidiaries on the Closing Date and ancillary, complementary
or reasonably related thereto or (ii) change its Fiscal Year from the basis in effect on the Closing Date or with respect
to a Restricted Subsidiary that was acquired or formed after the Closing Date, from the basis in effect on the date such entity
became a Restricted Subsidiary; provided that (x) any Restricted Subsidiary may change its fiscal year to conform to
the Fiscal Year of the Borrower and (y) with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned
or delayed) the Borrower and its Restricted Subsidiaries may change their Fiscal Year to end on December 31 so long as, if
requested by the Administrative Agent, the Borrower shall have entered into an amendment to this Agreement with the Administrative
Agent (which amendment shall not require the consent of any other Lender) to ensure that such change in Fiscal Year does not materially
adversely affect the rights of the Lenders or the Borrower under this Agreement and to otherwise appropriately update the terms
hereof in light of such change in Fiscal Year and fiscal periods.


 






    112


    


    

 


For the avoidance of
doubt, nothing in this Section 8.03 shall prohibit the consummation of the Transaction.


 


8.04        Investments,
Loans, Advances and Acquisitions.


 


The Borrower will not,
and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that
was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other
securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans
or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person,
or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a
business unit (whether through purchase of assets, merger or otherwise), except:


 


(a)             investments
in cash and Cash Equivalents;


 


(b)            investments
in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that
do not increase the amount thereof and investments reflected on Schedule 6.01;


 


(c)            operating
deposit accounts with depository institutions and other ordinary course cash management;


 


(d)            investments
received in connection with a disposition permitted under Section 8.05(h) or (i);


 


(e)            purchases
of inventory and other assets to be sold or used in the ordinary course of business;


 


(f)             investments
by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any
other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided
that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater
of $150,000,000350,000,000
and 7.010.0%
of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower
delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time
outstanding;


 


(g)            loans
and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate;


 


(h)            investments
in the form of Swap Contracts permitted by Section 8.01(h);


 


(i)             deposits
to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds
and other deposits of like nature arising in the ordinary course of business;


 






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(j)           investments
by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in
connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are
made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower
or a Restricted Subsidiary in connection therewith;


 


(k)          the
Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or
programs;


 


(l)           investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service
providers on customary terms in the ordinary course of business;


 


(m)         Guarantees
of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder;


 


(n)          investments
in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the
ordinary course of business;


 


(o)          investments
consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with
other Persons;


 


(p)          investments
to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance
by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds
shall not be included in the Available Amount);


 


(q)          additional
investments in an aggregate amount not to exceed the greater of $250,000,000425,000,000
and 11.512.5%
of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower
delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time
outstanding;


 


(r)           the
Transactions and Permitted Acquisitions;


 


(s)          other
investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage
Ratio does not exceed 3.754.00
to 1.00;


 


(t)           subject
to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth
in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount;
and


 


(u)          investments
made during a Collateral and Guarantee Suspension Period.


 


For purposes of covenant
compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than
in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good
faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment,
less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the
amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.”


 






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Any investment in any
Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments
in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining
the outstanding amount of investments pursuant to any clause set forth above.


 


For purposes of determining
compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the
categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion,
classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and
will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and
such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).


 


8.05            Asset
Sales.


 


The Borrower will not,
and will not permit any Restricted Subsidiary to, sell, transfer, lease, license otherwise dispose of any asset, including any
Equity Interest of any Restricted Subsidiary owned by it (any such transaction a “Disposition”), except:


 


(a)          any
Specified Sale;


 


(b)          Dispositions
of assets (i) among the Borrower and the Guarantors and (ii) from any Restricted Subsidiary that is not a Guarantor to
any Loan Party or another Restricted Subsidiary;


 


(c)          any
sale of Transferred Assets by such Person to a Receivables Financing SPC and subsequently to a Receivables Financier in connection
with a Permitted Receivables Financing;


 


(d)          (i) sale
and leaseback transactions permitted by Section 8.06;


 


(e)          to
the extent constituting a Disposition, the creation of Liens, the making of investments, the consummation of fundamental changes
and the making of Restricted Payments permitted by Sections 8.02, 8.03 (other than Section 8.03(a)(iv)),
8.04 and 8.07, respectively;


 


(f)           to
the extent constituting a Disposition, the unwinding of any Swap Contract pursuant to its terms;


 


(g)          transfers
of condemned real property as a result of the exercise of “eminent domain” or other similar policies to the respective
Governmental Authority or agency that has condemned such property (whether by deed in lieu of condemnation or otherwise), and transfers
of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement;


 






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(h)          Dispositions
of other assets so long as the aggregate amount thereof sold or otherwise disposed of in any single Fiscal Year by the Borrower
and its Restricted Subsidiaries shall not have a book value (as determined in good faith by the Borrower) in excess of ten percent
(10%) (or fifteen percent (15%) during any Collateral and Guarantee
Suspension Period) of the Consolidated Total Assets owned on the later of the Closing Date or the last day of the immediately prior
Fiscal Year; provided that to the extent any such Disposition or series of related Dispositions involve assets or property
with an aggregate fair market value in excess of $10,000,000 (i) no Event of Default shall have occurred and be continuing
at the time of such Disposition, (ii) such Disposition is for at least fair market value (as determined in good faith by the
Borrower) and (iii) the consideration received by the Borrower or the applicable Restricted Subsidiary for such Disposition
shall consist of at least 75% cash and Cash Equivalent (it being understood that for purposes of this clause (iii) the
following shall be deemed to be cash and Cash Equivalents (x) any liabilities relating to any asset or of any Restricted Subsidiary
that is subject to such Disposition (other than liabilities that are expressly subordinated to the Obligations) to the extent that
the Borrower and its Restricted Subsidiaries are released from any liability thereunder, (y) any note or security that is
sold for cash and Cash Equivalents by the Borrower or the applicable Restricted Subsidiary within 180 days following the date of
receipt thereof and (z) Designated Non-Cash Consideration in an aggregate amount for all such Dispositions not to exceed $50,000,000
at any time outstanding (without giving effect to any write-down or write–off thereof));


 


(i)            non-exclusive
licenses or sublicenses of Intellectual Property in the ordinary course of business and abandonment or lapse of Intellectual Property
that is, in the reasonable business judgment of the Borrower or its Restricted Subsidiary, no longer used in or useful in the conduct
of their respective businesses; and


 


(j)            sales
of non-core assets acquired pursuant to a Permitted Acquisition.


 


8.06            Sale
and Leaseback Transactions.


 


The Borrower will not,
and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as theythe
property sold or transferred, except for (i) any such transactions consummated within 180 days of the acquisition by the Borrower
or any Restricted Subsidiary of the asset subject to such sale and leaseback and (ii) other such transactions involving assets
with an aggregate fair market value not to exceed $150,000,000.


 


8.07            Restricted
Payments.


 


The Borrower will not,
nor will it permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment, except:


 


(a)          Restricted
Payments payable solely in Qualified Equity Interests;


 


(b)          Restricted
Payments made by any Restricted Subsidiary of the Borrower to any Loan Party (directly or indirectly through Subsidiaries) and,
in the case of dividends or other distributions paid by Subsidiaries, ratably (or on a more favorable basis from the perspective
of the Borrower) to other Persons that own the applicable class of Equity Interests in such Subsidiary;


 


(c)          in
the case of a Receivables Financing SPC, to make Restricted Payments to its owners to the extent of net income or other assets
available therefor under applicable law;


 






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(d)          the
Borrower or any Restricted Subsidiary may redeem or repurchase Equity Interests or other stock-based awards under any stock option
plan, incentive plan, compensation plan or other benefit plan from officers, employees and directors of the Borrower or any of
its Subsidiaries (or their estates, spouses or former spouses) upon the death, permanent disability, retirement or termination
of employment of any such Person or otherwise, so long as (i) no Event of Default has occurred and is continuing and (ii) the
aggregate amount of cash used to effect Restricted Payments pursuant to this clause (d) in any Fiscal Year of the Borrower
does not exceed the sum of (y) $15,000,000 plus (z) the net cash proceeds of any “key-man” life insurance
policies of the Borrower or any Restricted Subsidiary that have not been used to make any repurchases, redemptions or payments
under this Section 8.07(d);


 


(e)           repurchases
of Equity Interests or other stock-based awards under any stock option plan, incentive plan, compensation plan or other benefit
plan that occur or are deemed to occur upon the exercise of any such awards to the extent representing a portion of the exercise
price of such award or the withholding taxes applicable to such award;


 


(f)           to
the extent constituting Restricted Payments, the Borrower and its Subsidiaries may enter into and consummate transactions expressly
permitted by Section 8.04;


 


(g)          the
Borrower may purchase fractional shares of its Equity Interests arising out of stock dividends, splits, combinations or business
combinations (provided such transaction shall not be for the purpose of evading this limitation);


 


(h)          the
Borrower and its Restricted Subsidiaries may make Restricted Payments to consummate the Transactions;


 


(i)           Restricted
Payments made by any Restricted Subsidiary that is not a Loan Party to any other Restricted Subsidiary and, in the case of dividends
or other distributions paid by Subsidiaries, ratably (or on a more favorable basis from the perspective of the Borrower) to other
Persons that own the applicable class of Equity Interests in such Restricted Subsidiary;


 


(j)           the
Borrower and its Restricted Subsidiaries may make other Restricted Payments from the Available Amount so long as immediately after
giving effect thereto on a Pro Forma Basis, (i) no Event of Default shall have occurred and/or be continuing or be directly
or indirectly caused as a result thereof and (ii) the Borrower is in compliance with the financial covenants set forth in
Section 8.11;


 


(k)          the
Borrower and its Restricted Subsidiaries may make other Restricted Payments using the proceeds of a substantially concurrent offering
of Equity Interests (other than Disqualified Equity Interests) of the Borrower; provided that such proceeds shall not be
included in the Available Amount;


 


(l)           the
Borrower and its Restricted Subsidiaries may make other Restricted Payments in an aggregate principal amount not to exceed the
greater of (x) $200,000,000350,000,000
and (y) 9.010.0%
of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower
delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) so long as immediately
after giving effect thereto on a Pro Forma Basis, no Event of Default shall have occurred and/or be continuing or be directly or
indirectly caused as a result thereof;


 






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(m)         the
Borrower and its Restricted Subsidiaries may make other Restricted Payments so long as at the time of the making thereof and after
giving effect thereto on a Pro Forma Basis, (i) no Event of Default shall have occurred and/or be continuing or be directly
or indirectly caused as a result thereof and (ii) the Consolidated Net Leverage Ratio is less than or equal to 3.75 to 1.00;
and


 


(n)          the
Borrower and its Restricted Subsidiaries may make other Restricted Payments during a Collateral and
Guarantee Suspension Period so long as no Event of Default shall have occurred and/or be continuing or be directly or
indirectly caused as a result thereof.


 


Notwithstanding anything
herein to the contrary, the foregoing provisions of Section 8.07 will not prohibit the payment of any Restricted Payment
or the consummation of any redemption, purchase, defeasance or other payment within 60 days after the date of declaration thereof
or the giving of notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied
with the provisions of this Section 8.07 (it being understood that such Restricted Payment shall be deemed to have
been made on the date of declaration or notice for purposes of such provision).


 


8.08            Transactions
with Affiliates.


 


Except as expressly
permitted by this Agreement, the Borrower will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly
enter into any transaction with any Affiliate (other than (x) transactions among the Borrower and/or one or more Restricted
Subsidiaries not involving any other Affiliate and (y) transactions the terms of which are not in the good faith judgment
of the Borrower materially less favorable to the Borrower and its Restricted Subsidiaries as could reasonably be expected to be
obtained in a comparable transaction with a Person not an Affiliate); provided that the foregoing will not prohibit:


 


(a)          employment,
compensation, indemnification, reimbursement and severance arrangements for officers and directors of the Borrower and its Subsidiaries
in the ordinary course of business or that are approved by the Board of Directors of the Borrower;


 


(b)          transactions
with any Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Borrower solely as a result of the Borrower
or a Restricted Subsidiary having Control over such Person;


 


(c)          ordinary
course transactions with any Person that is an Affiliate solely as a result of the fact that a member of the Borrower’s or
any Restricted Subsidiary’s Board of Directors is a director, officer or employee of such Person;


 


(d)          transactions
approved by a majority of the disinterested members of the Board of Directors of the Borrower;


 


(e)          Restricted
Payments permitted by Section 8.07;


 


(f)           Permitted
Receivables Financings;


 


(g)          the
Transaction Agreements and the transactions contemplated thereby; and


 


(h)          transactions
entered into during a Collateral and Guarantee Suspension
Period.


 






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8.09            Restrictive
Agreements.


 


(a)          The
Borrower will not, nor will it permit any Restricted Subsidiary to, enter into, or permit to exist, any Contractual Obligation
(including Organization Documents) that encumbers or restricts in any material respect the ability of any such Person to (i) in
the case of any Restricted Subsidiary, pay dividends or make any other distributions to any Loan Party on its Equity Interests
or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other
obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of
its properties or assets to any Loan Party, or (v) in the case of any Domestic Subsidiary, act as a Guarantor pursuant to
the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the
matters referred to in clauses (i)-(v) above) for such encumbrances or restrictions existing under or by reason of (A) this
Agreement and the other Loan Documents, (B) applicable Law, (C) any document or instrument governing Indebtedness incurred
pursuant to Section 8.01(d); provided that any such restriction contained therein relates only to the asset
or assets constructed or acquired in connection therewith, (D) Indebtedness of a Subsidiary which is not a Loan Party which
is permitted by Section 8.01, so long as the Borrower has determined that such restrictions do not materially impair
the ability of the Loan Parties (taken as a whole) to perform their obligations under this Agreement, (E) any restrictions
regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business
(in which case such restriction shall relate only to such Intellectual Property), (F) customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided that such restrictions
and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, (G) restrictions
or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the assets securing such Indebtedness, (H) customary provisions in leases and other contracts restricting the
assignment thereof, (I) customary restrictions contained in documents executed in connection with any Permitted Receivables
Financing, (J) any Lien permitted hereunder or any document or instrument governing any such Lien; provided that any
such restriction contained therein relates only to the asset or assets subject to such Lien, (K) any indenture agreement,
instrument or other arrangement relating to the assets or business of any Restricted Subsidiary and existing prior to the consummation
of the Permitted Acquisition in which such Subsidiary was acquired; (L) customary provisions in joint venture agreements and
other similar agreements applicable to joint ventures permitted under Section 8.04 and applicable solely to such joint
venture and/or Equity Interests therein, (M) restrictions contained in subordination provisions relating to intercompany Indebtedness,
(N) any agreements existing on the Closing Date and set forth on Schedule 8.09, (O) restrictions in the indenture
governing the Senior Notes as in effect on the Closing Date or contained in any agreements governing other Indebtedness issued
following the Closing Date so long as not materially more restrictive (as determined in good faith by the Borrower) than the terms
applicable under the indenture governing the Senior Notes as in effect on the Closing Date, (P) restrictions applicable to
any Person at the time such Person becomes a Subsidiary so long as such restriction applies on to such Person and its Subsidiaries
and was not entered into in contemplation of such Person becoming a Subsidiary, (Q) restrictions entered into during a Collateral
and Guarantee Suspension Period; (R) replacements, renewals,
amendments and refinancings of any agreements described above so long as such replacement, renewals, amendments and refinancings
are not materially more restrictive than the terms of the agreement being replaced, renewed, amended or refinanced; and (S) restrictions
in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Borrower, such conditions
would not have a material adverse effect on the ability of any Loan Party to satisfy its Obligations hereunder.


 






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(b)          The
Borrower will not, nor will it permit any Guarantor to, enter into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon its properties or assets to secure the Obligations pursuant to the Loan
Documents, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given
for the Obligations except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to applicable Law,
(iii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.01(d); provided
that in the case of Section 8.01(d) any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith (and any accessions, products or proceeds thereof), (iv) customary restrictions
and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided that such
restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, (v) restrictions
or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the assets securing such Indebtedness, (vi) customary provisions in leases and other contracts restricting the
assignment thereof, (vii) pursuant to the documents executed in connection with any Permitted Receivables Financing (but only
to the extent that the related prohibitions against other encumbrances pertain to the applicable Transferred Assets actually sold,
contributed, financed or otherwise conveyed or pledged pursuant to such Permitted Receivables Financing), (viii) restrictions
in any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to
the asset or assets subject to such Permitted Lien, (ix)) software and other Intellectual Property licenses pursuant to which the
Borrower or Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any
prohibition or limitation shall relate only to the assets subject of the applicable license), (x) customary provisions in
joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.04 and
applicable solely to such joint venture and/or Equity Interests therein, (xi) any agreements existing on the Closing Date
and set forth on Schedule 8.09, (xii) restrictions in the indenture governing the Senior Notes as in effect on the
Closing Date or contained in any agreements governing other Indebtedness issued following the Closing Date so long as not materially
more restrictive (as determined in good faith by the Borrower) than the terms applicable under the indenture governing the Senior
Notes as in effect on the Closing Date, (xiii) restrictions entered into during any Collateral and
Guarantee Suspension Period, (xiv) replacements, renewals, amendments and refinancings of any agreements described
above so long as such replacement, renewals, amendments and refinancings are not materially more restrictive than the terms of
the agreement being replaced, renewed, amended or refinanced, and (xv) restrictions in respect of assets that, taken as a
whole, are immaterial, provided that in good faith judgment of the Borrower, such conditions would not have a material adverse
effect on the ability of any Loan Party to satisfy its Obligations hereunder.


 


8.10            Prepayments
of Specified Indebtedness and Amendments to Specified Indebtedness and Organizational Documents.


 


(a)          The
Borrower will not, nor will it permit any Restricted Subsidiary to, optionally make any prepayment, repurchase, redemption, defeasance
or otherwise retire or acquire for value (collectively, “prepayments”) any principal of Specified Indebtedness
other than:


 


(i)           prepayments
in exchange for or from the proceeds of Qualified Equity Interests or Permitted Refinancing Indebtedness (provided that
such proceeds or reduction in Indebtedness shall not increase the Available Amount);


 






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(ii)          the
Borrower and its Restricted Subsidiaries may make other prepayments from the Available Amount so long as immediately after giving
effect thereto on a Pro Forma Basis, (x) no Event of Default shall have occurred and be continuing or be directly or indirectly
caused as a result thereof and (y) the Borrower is in compliance with the financial covenants set forth in Section 8.11;


 


(iii)         the
Borrower and its Restricted Subsidiaries may make other prepayments in lieu of Restricted Payments permitted by Section 8.07(jl)
(and which shall constitute usage of such provision for purposes of determining the amount of Restricted Payments permitted thereunder);


 


(iv)         the
Borrower and its Restricted Subsidiaries may make other prepayments so long as immediately after giving effect thereto on a Pro
Forma Basis, (i) no Event of Default shall have occurred and be continuing or be directly or indirectly caused as a result
thereof and (ii) the Consolidated Net Leverage Ratio is less than or equal to 3.75 to 1.00; and


 


(v)          the
Borrower and its Restricted Subsidiaries may make other prepayments during a Collateral and
Guarantee Suspension Period so long as no Event of Default shall have occurred and be continuing or be directly or indirectly
caused as a result thereof.


 


(b)          Except
during a Collateral and Guarantee Suspension Period, the
Borrower will not, and will not permit any Restricted Subsidiary to, amend or modify (i) the Senior Notes or any of their
Organization Documents, in either case, in a manner that is, taken as a whole, materially adverse to the Lenders or (ii) any
other Specified Indebtedness in a manner that would result in such Indebtedness having terms that would not have been permitted
at the time of issuance pursuant to the provision of Section 8.01 pursuant to which such Indebtedness was issued.


 


8.11            Financial
Covenants.


 


(a)          Consolidated
Net Leverage Ratio. The Borrower shall not permit the Consolidated Net Leverage Ratio as of the end of any Fiscal Quarter (commencing
as of the end of the first full Fiscal Quarter after the ClosingAmendment
No. 5 Effective Date) of the Borrower to be greater than (i) as of the end of any Fiscal Quarter during a
Collateral and Guarantee Suspension Period, 3.50 to 1.00
and (ii) as of the end of any Fiscal Quarter during any other period the applicable ratio set forth below:


 


	Fiscal Quarter Ending:	Maximum Permitted Level
	After the Closing Date and on or prior to May 28, 2017After the Amendment No. 5 Effective Date and on or prior to 

February 27, 2021	5.505.25 to 1.00
	After May 28, 2017February 27, 2021 and on or prior to February 25August 28, 20182021	5.255.00 to 1.00
	After February 25, 2018August 28, 2021 and on or prior to November 25, 2018February 26, 2022	5.004.75 to 1.00
	After November 25, 2018 and on or prior to August 25, 2019	4.75 to 1.00
	After August 25 February 26, 20192022	4.50 to 1.00


 






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provided
that, the above-stated Maximum Permitted Levels shall be deemed increased by 0.50x (up to a maximum Maximum Permitted
Level of 5.25 to 1.00) with respect to any Fiscal Quarter ended during an Acquisition Period.


 


(b)          Consolidated
Interest Coverage Ratio. The Borrower shall not permit the Consolidated Interest Coverage Ratio as of the end of any Fiscal
Quarter (commencing as of the end of the first full Fiscal Quarter after the ClosingAmendment
No. 5 Effective Date) of the Borrower to be less than 2.75 to 1.0.


 


8.12            Sanctions;
Anti-Corruption Laws.


 


The Loan Parties will
not permit any Loan or use the proceeds of any Credit Extension, directly or indirectly, or lend, contribute or otherwise make
available such proceeds to any Subsidiaries, joint venture partner or other individual or entity, or in any Designated Jurisdiction
that at the time of such finding, (a) is the subject of any Sanctions; or (b) in any other manner that will result in
any violation by any Person (including any Lender, any Arranger, the Administrative Agent, any L/C Issuer or theany
Swing Line Lender) of any Sanctions.


 


The Loan Parties will
not use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act
of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions.


 


ARTICLE IX


 


EVENTS
OF DEFAULT AND REMEDIES


 


9.01            Events
of Default.


 


Any of the following
shall constitute an “Event of Default”:


 


(a)          Non-Payment
of Principal. The Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any L/C
Obligation when and as the same shall become due and payable (and in the currency required hereunder), whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)          Non-Payment
of Other Amounts. The Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount
referred to in Section 9.01(a)) payable under this Agreement, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of five Business Days;


 






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(c)          Representations
and Warranties. Any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with
this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment
or modification thereof or waiver thereunder, shall prove to have been false or incorrect in any material respect when made or
deemed made;


 


(d)          Non-Compliance
with Specific Covenants. Any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in
Section 7.02(a), 7.03 (with respect to the Borrower’s existence), 7.08 or in Article VIII;


 


(e)          Other
Non-Compliance. Any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement
or any other Loan Document (other than those which constitute a default under another Section of this Article IX),
and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent;


 


(f)           Payment
Default of Material Indebtedness. The Borrower or any Restricted Subsidiary shall fail to make any payment of principal or
interest (regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond
the period of grace, if any, provided in the instrument or agreement under which such Material Indebtedness was created;


 


(g)          Cross-Default
to Material Indebtedness. Any event or condition (other than (1) any required prepayment of Indebtedness secured by a
Permitted Lien that becomes due as the result of the disposition of the assets subject to such Lien so long as such disposition
is permitted by this Agreement or (2) any required repurchase, repayment or redemption of (or offer to repurchase, repay or
redeem) any Indebtedness that was incurred for the specified purpose of financing all or a portion of the consideration for a merger
or acquisition provided that (x) such repurchase, repayment or redemption (or offer to repurchase, repay or redeem) results
solely from the failure of such merger or acquisition to be consummated, (y) such Indebtedness is repurchased, repaid or redeemed
in accordance with its terms and (z) no proceeds of the Credit Extensions are used to make such repayment, repurchase or redemption)
occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with
or without the giving of notice) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf
to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior
to its scheduled maturity;


 


(h)          Involuntary
Proceedings, Etc. An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of any Loan Party or any Material Restricted Subsidiary or its debts, or of a substantial
part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar Debtor Relief Law now or
hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any Loan Party or any Material Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding
or petition shall continue undismissed for 60 consecutive days or an order or decree approving or ordering any of the foregoing
shall be entered;


 






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(i)           Voluntary
Proceedings, Etc. Any Loan Party or any Material Restricted Subsidiary shall (i) voluntarily commence any proceeding or
file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail to contest
in a timely and appropriate manner, any proceeding or petition described in Section 9.01(h), (iii) apply for or
consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party
or such Material Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)           Inability
to Pay Debts. The Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally
to pay its debts as they become due;


 


(k)          Judgments.
One or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 (to the extent not covered by insurance
or other creditworthy indemnitor) shall be rendered against the Borrower or any Material Restricted Subsidiary or any combination
thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any material assets of the Borrower
or any Restricted Subsidiary to enforce any such judgment;


 


(l)           ERISA.
An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect;


 


(m)         Change
of Control. A Change of Control shall occur;


 


(n)          Invalidity
of Loan Documents. Any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in
accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing,
or engage in action or inaction based on such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise
is not valid, binding and enforceable in accordance with its terms); or


 


(o)          other
than as a result of the occurrence of a Collateral and Guarantee
Suspension Period, any security interest and Lien purported to be created by any Collateral Document in respect of any material
Collateral shall cease to be in full force and effect, or shall cease to give the Administrative Agent, for the benefit of the
holders of the Obligations, the Liens, rights, powers and privileges purported to be created and granted under such Collateral
Document (including a perfected first priority security interest in and Lien on all of the Collateral thereunder (except for Permitted
Liens and as otherwise expressly provided in this Agreement or in such Collateral Document)) in favor of the Administrative Agent,
or shall be asserted by Borrower or any other Loan Party not to be a valid, perfected, first priority (except for Permitted Liens
and as otherwise expressly provided in this Agreement or such Collateral Document) security interest in or Lien on Collateral with
a fair market value in excess of $50,000,000 covered thereby.


 






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9.02            Remedies
Upon Event of Default.


 


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


 


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


 


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


 


(c)          require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


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


 


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


 


9.03            Application
of Funds.


 


After the exercise
of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable
and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02),
any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be
applied by the Administrative Agent in the following order:


 


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


 


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


 


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


 


Fourth, to (a) payment
of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of Obligations
then owing under any Secured Hedge Agreements, (c) payments of Obligations then owing under any Secured Cash Management Agreements
and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit,
ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts
described in this clause Fourth held by them; and


 






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Last, the balance,
if any, after all of the Obligations (other than contingent obligations for which no claim has been asserted) have been paid in
full, to the Borrower or as otherwise required by Law.


 


Subject to Sections
2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains
on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall
be applied in the order set forth above.


 


Excluded Swap Obligations
with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but
appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations
otherwise set forth above in this Section.


 


ARTICLE X


 


ADMINISTRATIVE
AGENT


 


10.01      Appointment
and Authority.


 


Each of the Lenders
and the L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and
under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. Except as expressly provided in Section 10.06, the provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and no Loan Party shall have rights as a third
party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or
in any other Loan DocumentsDocument
(or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom,
and is intended to create or reflect only an administrative relationship between contracting parties.


 


The Administrative
Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities
as a Lender, Swing Line Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) and the L/C Issuers
hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes
of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably
incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents
and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing
any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies
thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article X
and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact
were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders
authorize the Administrative Agent to enter into any Permitted Intercreditor Agreement and one or more intercreditor agreements
with a Receivables Financier in connection with a Permitted Receivables Financing.


 






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10.02      Rights
as a Lender.


 


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


 


10.03      Exculpatory
Provisions.


 


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


 


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


 


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


 


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


 


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence
of its own bad faith, gross negligence, willful misconduct or material breach of this Agreement or any other Loan Document as determined
by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Loan
Party, a Lender or an L/C Issuer.


 






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


 


10.04      Reliance
by Administrative Agent.


 


The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or
other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper
Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory
to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or L/C
Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Administrative
Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.


 


10.05      Delegation
of Duties.


 


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


 


10.06      Resignation
of Administrative Agent.


 


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


 






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(b)            If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person
as Administrative Agent and, with the consent of the Borrower at all times other than during the existence of a Specified Event
of Default (which consent shall not be unreasonably withheld, conditioned or delayed), appoint a successor. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier
day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless
become effective in accordance with such notice on the Removal Effective Date.


 


(c)            With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents,
the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed)
Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments
or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective
Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable
by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder
and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect
for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting
as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity
hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral
security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency
to any successor Administrative Agent.


 


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


 






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10.07      Non-Reliance
on Administrative Agent and Other Lenders.


 


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


 


10.08      No
Other Duties; Etc.


 


Anything herein to
the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, a Lender or an L/C Issuer hereunder.


 


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


 


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


 


(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations arising under the Loan Documents that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative
Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent
under Sections 2.03(h), 2.03(i), 2.09 and 11.04) allowed in such judicial proceeding; and


 






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


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 2.09 and 11.04.


 


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


 


The holders of the
Obligations hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all
or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code
of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws
in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral
in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action
or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed
to the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent
or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation
of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent
interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles
that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized
to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition
vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles,
including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the
Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by
the Required Lenders contained in Section 11.01 of this Agreement, (iii) the Administrative Agent shall be authorized
to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders
shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition
vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Lender or acquisition vehicle
to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used
to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned
to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall
automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition
vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without
the need for any Lender or any acquisition vehicle to take any further action.


 






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10.10      Collateral
and Guaranty Matters.


 


Without limiting the
provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and
a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,
but subject to Section 11.20,


 


(a)            to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination
of the aggregate Revolving Commitments and payment in full of the Obligations (other than (A) contingent indemnification obligations,
tax gross-up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made that is unsatisfied
and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration
or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements
satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (ii) that is sold or otherwise
disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document,
(iii) as approved in accordance with Section 11.01, (iv) when such property is subject to Liens permitted
under Section 8.02(e) (solely to the extent that the Administrative Agent’s Liens on such assets violate
the terms of the documentation governing such Lien) and, to the extent relating to extensions, renewals or replacements of such
Liens, Section 8.02(l) or Section 8.02(f) or (v) upon a Collateral and
Guarantee Suspension Period;


 


(b)            to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 8.02(e); and


 


(c)            to
release any Guarantor from its obligations under the Guaranty (i) if
such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or,
(ii) if such Person is designated an Unrestricted Subsidiary in accordance with Section 7.10(e) or
(iii) during a Collateral and Guarantee Suspension Period.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty, pursuant to this Section 10.10.


 


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


 


10.11      Secured
Cash Management Agreements and Secured Hedge Agreements.


 


No Cash Management
Bank or Hedge Bank that obtains the benefit of Section 9.03, the Guaranty or any Collateral by virtue of the provisions
hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action
hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any
Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty
or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in
the Loan Documents. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements
have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the
case of a Maturity Date.


 






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ARTICLE XI


 


MISCELLANEOUS


 


11.01      Amendments,
Etc.


 


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


 


(a)            no
such amendment, waiver or consent shall:


 


(i)            extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without
the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver
of any condition precedent set forth in Section 5.02 or of any Default, mandatory prepayment or a mandatory reduction
in Commitments is not considered an extension or increase in Commitments of any Lender);


 


(ii)            postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any
other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be
reduced;


 


(iii)            subject
to Section 3.03(c), reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing,
or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder
or under any other Loan Document without the written consent of each Lender entitled to receive such amount; provided, however,
that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate”
or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any
financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate
of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;


 


(iv)            change
Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender adversely affected thereby;


 


(v)            amend
Section 1.08 or the definition of “Alternative Currency” without the written consent of each Lender directly
affected thereby;


 






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(vi)            change
(A) any provision of this Section 11.01(a) or the definition of “Required Lenders” without the
written consent of each Lender directly affected thereby, or (B) the definition of “Required Revolving AA-1
Lenders” without the written consent of each Revolving AA-1
Lender;


 


(vii)            except
in connection with a transaction permitted under Section 8.05 or during a Collateral and
Guarantee Suspension Period, release all or substantially all of the Collateral without the written consent of each
Lender whose Obligations are secured by such Collateral;


 


(viii)            release
the Borrower without the consent of each Lender or, except in connection with a transaction permitted under Section 8.02
or Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose
Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.10 (in which
case such release may be made by the Administrative Agent acting alone); or


 


(ix)            waive
any condition set forth in Section 5.01 without the consent of each Lender.


 


(b)            unless
also signed by each L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this
Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;


 


(c)            unless
also signed by theeach
Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line LenderLenders
under this Agreement; and


 


(d)            unless
also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document;


 


provided, further, that notwithstanding
anything to the contrary herein, (i) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization
plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code
of the United States supersedes the unanimous consent provisions set forth herein, and (iii) the Required Lenders shall determine
whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination
shall be binding on all of the Lenders; provided, further, the Administrative Agent may, with the consent of the
Borrower only, amend, modify or supplement this Agreement and any guarantees, collateral security documents and related documents
executed by any Loan Party to (A) cure any ambiguity, omission, defect or inconsistency, in each case, of a technical or immaterial
nature, (B) comply with local Law or advice of local counsel or (C) cause such guarantee, collateral security document
or other document to be consistent with this Agreement and the other Loan Documents, so long as (x) in each case, such amendment,
modification or supplement does not directly adversely affect any right of any Agent or Lender, and (y) with respect to clause
(A) above, the Required Lenders shall not have objected in writing within five (5) Business Days of such amendment.


 






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With respect to any matter requiring the
approval of each Lender, each Lender directly and adversely affected thereby or other specified Lenders, it is understood that
Voting Participants shall have the voting rights specified in Section 11.06(e) as to such matter.


 


No Defaulting Lender shall have any right
to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires
the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting
Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended nor any principal amount
owed to such Lender reduced, or the maturity thereof extended, without the consent of such Lender and (y) any waiver, amendment
or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately
adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.


 


11.02      Notices;
Effectiveness; Electronic Communications.


 


(a)            Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and
all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


 


(i)            if
to any Loan Party, the Administrative Agent, Bank of America in its capacity as an L/C Issuer or thea
Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule
11.02; and


 


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


 


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


 


(b)            Electronic
Communications. Notices and other communications to the Lenders, the Voting Participants, and the L/C Issuers hereunder may
be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant
to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender, Voting
Participant or L/C Issuer pursuant to Article II if such Lender, Voting Participant or L/C Issuer, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent, theany
Swing Line Lender, any Voting Participant, any L/C Issuer or the Borrower may each, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or communications.


 






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Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address
therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been
sent at the opening of business on the next business day for the recipient.


 


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


 


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


 






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(e)            Reliance
by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled
to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swing Line
Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof,
as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent,
each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party, except to the extent that such
losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by a final and nonappealable judgment
to have resulted from the bad faith, gross negligence or willful misconduct of such Agent, L/C Issuer, Lender or Related Party.
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.


 


11.03      No
Waiver; Cumulative Remedies; Enforcement.


 


No failure by any Lender,
any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power
or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate)
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided, and provided under each other Loan Document are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 9.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure
to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C
Issuer or theany
Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer or
Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff
rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender
from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to
any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting
as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set
forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with
the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.


 






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11.04     Expenses;
Indemnity; Damage Waiver.


 


(a)            Costs
and Expenses. The Borrower and the Guarantors, jointly and severally, shall pay (A) all reasonable and documented out
of pocket expenses incurred by the Administrative Agent and its Affiliates (in the case of legal fees and expenses, limited to
the reasonable fees, charges and disbursements of one primary outside counsel for the Administrative Agent and if reasonably necessary
or appropriate, one local counsel in each relevant jurisdiction to the extent in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (B) all reasonable out of pocket expenses incurred by any L/C Issuer
in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued by it or any demand for payment
thereunder and (C) all reasonable out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer
(in the case of legal fees and expenses, limited to the fees, charges and disbursements of one primary outside counsel for all
such persons taken as a whole (and, solely in the case of a conflict of interest, one additional counsel for all such persons taken
as whole in each relevant jurisdiction) and if reasonably necessary or appropriate, one local counsel in each relevant jurisdiction
(and solely in the case of a conflict of interest, one additional conflicts counsel)) in connection with the enforcement or protection
of its rights to the extent (1) in connection with this Agreement and the other Loan Documents, including its rights under
this Section, or (2) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 


(b)            Indemnification
by the Loan Parties. The Borrower and the Guarantors, jointly and severally, shall indemnify the Administrative Agent (and
any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (in the case of legal fees and expenses, limited to the fees, charges and disbursements of one
primary outside counsel for all such persons taken as a whole (and, solely in the case of a conflict of interest, one additional
counsel for all such persons taken as whole in each relevant jurisdiction) and if reasonably necessary or appropriate, one local
counsel in each relevant jurisdiction (and solely in the case of a conflict of interest, one additional conflicts counsel)) incurred
by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its
Related Parties to the extent arising out of, in connection with, or as a result of (A) the execution, enforcement or delivery
of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby
or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration
of this Agreement and the other Loan Documents (including in respect of any matters addressed
in Section 3.01), (B) any Loan or Letter of Credit or the use or proposed use
of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit issued
by it if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(C) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property currently or formerly
owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party
or any of its Subsidiaries, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any
of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and
regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE
OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad
faith, gross negligence or willful misconduct of such Indemnitee or such Indemnitee’s material breach of its obligations
hereunder or under any other Loan DocumentsDocument
of such Indemnitee, or (y) arise out of any investigation, litigation or proceeding that does not involve an act or omission
by the Borrower or any other Loan Party and arises solely from a dispute among Indemnitees (except when and to the extent that
one of the parties to such dispute was acting in its capacity as an agent, arranger, bookrunner, L/C Issuer or other agency capacity
and, in such case, excepting only such party). Without limiting the provisions of Section 3.01(c),
thisThis Section 11.04(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim.


 






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(c)            Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection
(a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), any L/C Issuer,
theany Swing
Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any
such sub-agent), such L/C Issuer, thesuch
Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposures
of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender),
such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent (or any such sub-agent), such L/C Issuer or thesuch
Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent
(or any such sub-agent), such L/C Issuer or thesuch
Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to
the provisions of Section 2.12(d).


 


(d)            Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party
hereto hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable
for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages
resulting from the bad faith, gross negligence or willful misconduct of such Indemnitee or a material breach of such Indemnitee’s
obligations hereunder or under any other Loan Document as determined by a final and nonappealable judgment of a court of competent
jurisdiction.


 


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


 






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(f)            Survival.
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation
of the Administrative Agent, any L/C Issuer and the Swing Line LenderLenders,
the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other
Obligations.


 


11.05     Payments
Set Aside.


 


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


 


11.06     Successors
and Assigns.


 


(a)            Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Loan Party
may assign or otherwise transfer any of its rights or obligations hereunder or thereunder (other than, except with respect to the
Borrower, as a result of a transaction permitted under Section 8.03, 8.04 and 8.05) without the prior
written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by
way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.


 






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


 


(i)            Minimum
Amounts.


 


(A)            in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the
time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection
(b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender
or an Approved Fund, no minimum amount need be assigned; and


 


(B)            in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of any assignment in respect of a Revolving
Commitment (and the related Revolving Loans thereunder) and $1,000,000 in the case of any assignment in respect of a Term Loan
unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); provided that such consent shall not be required
if a Lender assigns to one or more of its Affiliates.


 


(ii)            Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not (A) apply
to theany
Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning
all or a portion of its rights and obligations in respect of its Revolving Commitment (and the related Revolving Loans thereunder)
and its outstanding Term Loans on a non-pro rata basis;


 


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


 


(A)            the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Specified
Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund or, with respect to the Revolving AA-1
Commitments, such assignment is to a Revolving AA-1
Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within ten (10)  Business Days after having received written notice thereof
in accordance with Section 11.02;


 


(B)            the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of (1) any unfunded Incremental Term Loan Commitment or any Revolving Commitment if such assignment is to a Person
that is not a Lender with a Commitment in respect of the applicable facility subject to such assignment, an Affiliate of such Lender
or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender
or an Approved Fund; and


 






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(C)            the
consent of the L/C Issuers and the Swing Line LenderLenders
(such consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of Revolving AA-1
Loans and Revolving AA-1
Commitments (other than an assignment by a Revolving AA-1
Lender to any of its Affiliates).


 


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


 


(v)           No
Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), or (C) a natural Person (or to a holding company,
investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).


 


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


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each
Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01
(subject to the requirements thereof, including Section 3.01(e)), 3.04, 3.05 and 11.04 with respect
to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent
otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of
any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at
its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.


 






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(c)            Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such
agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C
Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to
time upon reasonable prior notice.


 


(d)            Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance
of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence
of any participation.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject
to the requirements and limitations therein, including the requirements under Section 3.01(e), it being understood
that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation)
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section;
provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13
as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater
payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the
applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a
participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to
effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.13as though it were a Lender. Each Lender that sells a participation shall, acting
solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating
to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit
or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register.


 






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(e)            Voting
Participants. Notwithstanding anything in this Section 11.06 to the contrary, any Farm Credit Lender that (i) has
purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000 on or after the Closing
Date, (ii) is, by written notice to the Borrower and the Administrative Agent in substantially the form of Exhibit H
(a “Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the
rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”)
and (iii) receives the prior written consent of the Borrower and the Administrative Agent to become a Voting Participant (such
consents to be required only to the extent and under the circumstances it would be required if such Voting Participant were to
become a Lender pursuant to an assignment in accordance with Section 11.06(b), it being understood and agreed that
such consent is not required in connection with the sale of any participation to an existing Voting Participant; provided
that the Borrower shall be deemed to have consented to any such sale of a participation unless it shall object thereto by written
notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), shall be entitled
to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such
Voting Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise
vote on any proposed action, in each case, in lieu of the vote of the selling Lender; provided, however, that if
such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such
failure has been delivered by the selling Lender to the Administrative Agent, then until such time as all amounts of its participation
required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative
Agent, such Voting Participant shall not be entitled to exercise its voting rights pursuant to the terms of this clause (e), and
the voting rights of the selling Lender shall not be correspondingly reduced by the amount of such Voting Participant’s participation.
Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant on Schedule 11.06(e)2
to Amendment No. 5 shall be a Voting Participant without delivery of a Voting Participant Notification and without
the prior written consent of the Borrower and the Administrative Agent. To be effective, each Voting Participant Notification shall,
with respect to any Voting Participant, (A) state the full name of such Voting Participant, as well as all contact information
required of an assignee as set forth in the Administrative Questionnaire, (B) state the dollar amount of the participation
purchased and (C) include such other information as may be required by the Administrative Agent. The selling Lender and the
Voting Participant shall notify the Administrative Agent and the Borrower within three Business Days of any termination of, or
reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or
confirm there has been no change in the information set forth in Schedule 11.06(e)2
to Amendment No. 5 or delivered in connection with any Voting Participant Notification (and for the avoidance of
doubt the voting rights of any Voting Participant shall be appropriately reduced upon any reduction of such Voting Participant’s
participation interest). The Borrower and the Administrative Agent shall be entitled to conclusively rely on information provided
by a Lender identifying itself or its participant as a Farm Credit Lender without verification thereof and may also conclusively
rely on the information set forth in Schedule 11.06(e)2
to Amendment No. 5, delivered in connection with any Voting Participant Notification or otherwise furnished pursuant
to this clause (e) and, unless and until notified thereof in writing by the selling Lender, may assume that there have been
no changes in the identity of Voting Participants, the dollar amount of participations, the contact information of the participants
or any other information furnished to the Borrower or the Administrative Agent pursuant to this clause (e). The voting rights hereunder
are solely for the benefit of the Voting Participants and shall not inure to any assignee or participant of a Voting Participant
(except to the extent of a sale of a participation otherwise in compliance with the terms of this Section 11.06(e)).


 






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


 


(g)            Resignation
as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary contained herein, if at
any time a Lender acting as an L/C Issuer or thea
Swing Line Lender assigns all of its Revolving AA-1
Commitment and Revolving AA-1
Loans pursuant to subsection (b) above, such Lender may, (i) upon thirty days’ notice to the Borrower and the Lenders,
resign as an L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as thea
Swing Line Lender.  In the event of any such resignation as an L/C Issuer or thea
Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (with such Lender’s consent) a successor
L/C Issuer or Swing Line Lender hereunder; provided, however, that (x) no failure by the Borrower to appoint
any such successor shall affect the resignation of such Lender as an L/C Issuer or thea
Swing Line Lender, as the case may be, and (y) any successor L/C Issuer must be approved by the Administrative Agent (such
approval to not be unreasonably withheld, conditioned or delayed).  If a Lender resigns as an L/C Issuer, it shall retain
all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and
outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including
the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). 
If a Lender resigns as thea
Swing Line Lender, it shall retain all the rights of thea
Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor L/C Issuer and/or Swing Line
Lender, and the acceptance of such appointment by the applicable Lender, such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the resigning L/C Issuer or Swing Line Lender, as the case may be. At the option
of the Borrower, a successor L/C Issuer or another existing L/C Issuer shall issue letters of credit in substitution for the Letters
of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such resignation or make other arrangements
satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer with respect to such
Letters of Credit.


 






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11.07     Treatment
of Certain Information; Confidentiality.


 


Each of the Administrative
Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such
Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any
other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement
or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(d) or (ii) any actual or prospective
party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to
the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating
agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder or (ii) the
CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers
with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section or an agreement referenced
in clause (f) of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or
any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower (which source is not known
by the recipient to be in breach of confidentiality obligations with the Borrower or any Subsidiary). In addition, the Administrative
Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration
of this Agreement, the other Loan Documents, and the Commitments.


 


For purposes of this
Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan
Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative
Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary (other
than any such information received from a source that is known by the recipient to be in breach of confidentiality obligations
with such Loan Party or any Subsidiary). Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


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


 






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11.08     Rights
of Setoff.


 


If an Event of Default
shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of any Loan
Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender or L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such L/C Issuer
or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such
Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or L/C Issuer different
from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event
that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately
to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent, the L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such
right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition
to other rights and remedies (including other rights of setoff) that such Lender, L/C Issuer or their respective Affiliates may
have. Each Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the validity of such setoff and application.


 


11.09     Interest
Rate Limitation.


 


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


 


11.10     Counterparts;
Integration; Effectiveness.


 


This Agreement may
be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate
letter agreements with respect to fees payable to the Administrative Agent or an L/C Issuer constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when
it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall
be effective as delivery of a manually executed counterpart of this Agreement.


 






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11.11     Survival
of Representations and Warranties.


 


All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification, tax gross up, expense reimbursement
or yield protection obligations, in each case, for which no claim has been made) or any Letter of Credit shall remain outstanding
and not Cash Collateralized.


 


11.12     Severability.


 


If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that
the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as
determined in good faith by the Administrative Agent, a L/C Issuer or thea
Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.


 


11.13     Replacement
of Lenders.


 


If the Borrower is
entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or
a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments
pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible
Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided
that:


 


(a)            the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);


 


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


 






    	 	148	 



     


    

 


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


 


(d)            such
assignment does not conflict with applicable Laws; and


 


(e)            in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent;


 


provided that
the failure by such Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of
such Lender and the mandatory assignment of such Lender's Commitments and outstanding Loans and participations in L/C Obligations
and Swing Line Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Lender
of an Assignment and Assumption.


 


A Lender shall not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


11.14     Governing
Law; Jurisdiction; Etc.


 


(a)            GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT
OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER
LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)            SUBMISSION
TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR
PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE
AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT
ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 



    	 	149	 



     


    




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


 


(d)            SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


11.15      Waiver
of Jury Trial.


 


EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


11.16      No
Advisory or Fiduciary Responsibility.


 


In connection with
all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), each of the Loan Parties acknowledges and agrees (on behalf of itself and its Affiliates), that:
(i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers,
the L/C Issuers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates,
on the one hand, and the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders, on the other hand, (B) each
of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of
the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers,
the L/C Issuers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by
the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any
of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any ArrangerArrangers,
any L/C Issuer nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the
Administrative Agent, the ArrangersArranger,
the L/C Issuers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests
that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any ArrangerArrangers,
any L/C Issuer nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates.
Each of the Loan Parties hereby agrees that it will not claim that any of the Administrative Agent, ArrangersArranger,
L/C Issuers or Lenders and their respective affiliates owes a fiduciary duty or similar duty to it in connection with any aspect
of any transaction contemplated hereby.


 






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11.17     Electronic
Execution of Assignments and Certain Other Documents.


 


The words “execute,”
 “execution,” “signed,” “signature,” and words of like import in or related to any document
to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment
and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed
to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved
by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation
to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant
to procedures approved by it.


 


11.18     USA
PATRIOT Act Notice.


 


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


 


11.19     Judgment
Currency.


 


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


 






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11.20     Release
of Collateral and Guaranty Obligations.


 


(a)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any sale,
disposition or Permitted Receivables Financing permitted by the Loan Documents, the Administrative Agent shall (without notice
to, or vote or consent of, any Lender), at the expense of the Borrower, take such actions as shall be reasonably required to release
its security interest in any Collateral sold or disposed of (or sold, conveyed or contributed to any Permitted Receivables Financing,
including, without limitation, entering into a customary intercreditor agreement with a Receivables Financier), and to release
any Guaranty under any Loan Document of any Person sold or disposed of (and to release any Liens with respect to assets of such
Person, release such Person from all Loan Documents such Person is a party to and release any other Obligations of such Person
arising under the Loan Documents), upon consummation of such sale or disposition in accordance with the Loan Documents in each
case, other than any sale or disposition to another Loan Party.


 


(b)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, at such time as (1) a Collateral and
Guarantee Suspension Period is continuing or (2) (a) all principal of and interest accrued to such date which
constitute Obligations shall have been paid in full in cash, (b) all fees, expenses and other amounts then due and payable
which constitute Obligations (other than contingent obligations for which no claim has been asserted) shall have been paid in cash,
(c) all outstanding Letters of Credit shall have been (i) terminated or (ii) fully Cash Collateralized, and (d) the
Commitments shall have expired or been terminated in full, the Administrative Agent’s Lien andon
the Collateral is automatically released and the Administrative Agent shall at the expense of the Borrower take such actions as
shall be reasonably required to evidence the release of its security interest in all Collateral and to release any Guaranty under
any Loan Document.


 


(c)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower, (x) in connection with
any Indebtedness permitted by Section 8.01(d) hereof (solely to the extent required in writing by the holder of
any related Lien permitted pursuant to Section 8.02(e) hereof), the Administrative Agent shall (without notice
to, or vote or consent of, any Lender), at the expense of the Borrower, take such actions as shall be reasonably required to release
its security interest in any Collateral subject to such Lien, (y) upon designation of any Restricted Subsidiary as an Unrestricted
Subsidiary pursuant to Section 7.10(e) hereof, release the Guaranty under any Loan Document of any such designated
Unrestricted Subsidiary and release any Liens granted by such designated Unrestricted Subsidiary and release such designated Unrestricted
Subsidiary from all Loan Documents such designated Unrestricted Subsidiary is a party to and release all Obligations of such designated
Unrestricted Subsidiary arising under the Loan Documents and (z) in connection with any Liens permitted by Section 8.02(f),
the Administrative Agent shall release its Liens on any assets subject to such Liens permitted under Section 8.02(f),
to the extent that the Administrative Agent’s Liens on such assets violate the express terms of the documentation governing
such Lien.


 






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11.21     Entire
Agreement.


 


THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


11.22     Acknowledgement
and Consent to Bail-In of Affected Financial Institutions.


 


Solely to the extent
an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document
or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability
is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents
to, and acknowledges and agrees to be bound by:


 


(i)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
that may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and


 


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


 


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



 


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



 


		(C)	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.



 


11.23      Acknowledgement
Regarding Any Supported QFCs.


 


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


 






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


 


(ii)            As
used in this Section 11.23, the following terms have the following meanings:


 


“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.


 


“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).


 


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


 


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


 


11.24      Waiver
of Borrower Rights.


 


Each Loan Party acknowledges
and agrees that, to the extent the provisions of the Agricultural Credit Act of 1987, including 12 U.S.C §§ 2199 through
2202e, and the implementing Farm Credit Administration regulations, 12 C.F.R. § 617.7000, et seq. (collectively,
the “Farm Credit Law”) apply to such Loan Party or to the transactions contemplated by this Agreement, such
Loan Party hereby irrevocably waives all Borrower Rights, including all statutory or regulatory rights of a borrower to disclosure
of effective interest rates, differential interest rates, review of credit decisions, distressed loan restructuring, and rights
of first refusal. Each Loan Party acknowledges and agrees that the waiver of Borrower Rights provided by this Section 11.24
is knowingly and voluntarily made after such Loan Party has consulted with legal counsel of its choice and has been represented
by counsel of its choice in connection with the negotiation of this Agreement and waiver of such Loan Party set forth in this Section 11.24.
Each Loan Party acknowledges that its waiver of Borrower Rights set forth in this Section 11.24 is based on its recognition
that such waiver is material to induce commercial banks and other non-Farm Credit Systems institutions to participate in the extensions
of credit contemplated by this Agreement and to provide extensions of credit to such Loan Party. Nothing contained in this Section 11.24,
nor the delivery to any Loan Party of any summary of any rights under, or any notice pursuant to, the Farm Credit Law shall be
deemed to be, or be constructed to indicate the determination or agreement by any Loan Party, any Agent, or any Lender that the
Farm Credit Law, or any rights thereunder, are or will be applicable to any Loan Party or to the transactions contemplated by this
Agreement. It is the intent of the Loan Parties that the waiver of Borrower Rights contained in this Section 11.24 complies
with and meets all of the requirements of 12 C.F.R § 617.7010(c).


 






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11.25     Certain
ERISA Matters.


 


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


 


(i)            such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments or this Agreement,


 


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


 


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


 


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


 






    	 	155	 



     


    

 


(b)            In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender
or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the
immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender
party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit
of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender
involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of
Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


[SIGNATURE
PAGES FOLLOWREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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Exhibit B


 


Exhibits to the Amended Credit Agreement


 


See attached.


  



    	 	 	 



     


    






 


 


EXHIBIT A-1


 


FORM OF LOAN NOTICE


 


Date: ___________, _____


 


To:          Bank
of America, N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain Credit
Agreement, dated as of November 9, 2016 (as amended by Amendment No. 1 dated as of August 15, 2017, Amendment No. 2
dated as of December 1, 2017, Amendment No. 3 dated as of June 25, 2019, Amendment No. 4 dated as of April 17,
2020, Amendment No. 5 dated as of September 17, 2020 and as further amended, restated, extended, supplemented or otherwise
modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined),
among Lamb Weston Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to
time party thereto, the Lenders, the Swing Line Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A.,
as Administrative Agent.


 


The undersigned hereby requests (select one):


 


 ̈A
Borrowing of [Revolving A-1][Revolving B-1] Loans


 


 ̈A
conversion or continuation of [Revolving A-1][Revolving B-1] Loans


 


1.            On                                                   (a
Business Day).


 


2.            In
the amount of                                    


 


3.            Denominated
in ______________________1


 


4.            Comprised
of [Base Rate][Eurocurrency Rate] Loans


 


5.            For
Eurocurrency Rate Loans: with an Interest Period of ____ months.


 


[The Revolving A-1 Borrowing requested herein
complies with the proviso to the first sentence of Section 2.01(a) of the Agreement.]2


 


[The Revolving B-1 Borrowing requested
herein complies with the proviso to the first sentence of Section 2.01(b) of the Agreement.]3



 


 





 



1 Indicate Dollars
or applicable Alternative Currency.


 


2 Include this sentence
in the case of a Revolving A-1 Borrowing.


 


3 Include this sentence
in the case of a Revolving B-1 Borrowing.


 






    	 	 	 



     


    

 


[The Borrower hereby represents and warrants
that the conditions specified in Sections 5.02(a) and (b) of the Agreement shall be satisfied on and as
of the date of the Borrowing.]4


 


	 	LAMB WESTON HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 



 


 






4 To be included only for
new Borrowings.


 



    	 	A-1-2
 Form of Loan Notice	 



     


    




 


 


EXHIBIT A-2


 


FORM OF SWING LINE LOAN NOTICE


 


Date: ___________, _____


 


To:          [Bank
of America, N.A.][ ][ ], as Swing Line Lender

Bank of America, N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain Credit
Agreement, dated as of November 9, 2016 (as amended by Amendment No. 1 dated as of August 15, 2017, Amendment No. 2
dated as of December 1, 2017, Amendment No. 3 dated as of June 25, 2019, Amendment No. 4 dated as of April 17,
2020, Amendment No. 5 dated as of September 17, 2020 and as further amended, restated, extended, supplemented or otherwise
modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined),
among Lamb Weston Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to
time party thereto, the Lenders, the Swing Line Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A.,
as Administrative Agent.


 


The undersigned hereby requests a Swing
Line Loan:


 


1.          On                                                               (a
Business Day).


 


2.          In
the amount of $                    .


 


The Swing Line Borrowing requested herein
complies with the requirements of the proviso to the first sentence of Section 2.04(a) of the Agreement.


 


The Borrower hereby represents and warrants
that the conditions specified in Sections 5.02(a) and (b) of the Agreement shall be satisfied on and as
of the date of the Borrowing.


 



 


	 	LAMB WESTON HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 






 



    	 	A-2-1	 



     


    




 


EXHIBIT A-3


 


[Form of]





Letter of Credit Report


 


		TO:	Bank of America, N.A., as Administrative Agent



 


		RE:	Credit Agreement, dated as of November 9, 2016 (as amended by Amendment No. 1 dated as of August 15, 2017, Amendment
No. 2 dated as of December 1, 2017, Amendment No. 3 dated as of June 25, 2019, Amendment No. 4 dated as
of April 17, 2020, Amendment No. 5 dated as of September 17, 2020 and as further amended, modified, extended, restated,
replaced, or supplemented from time to time, the “Credit Agreement”), by and among Lamb Weston Holdings, Inc.,
a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders, Swing
Line Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Unless otherwise
defined herein, capitalized terms used in this report shall have the meanings set forth in the Credit Agreement.



 


		DATE:	[Date]



 


The undersigned, [insert name of L/C Issuer]
(the “L/C Issuer”) hereby delivers this report to the Administrative Agent, pursuant to the terms of Section 2.03(m) of
the Credit Agreement.


 


[The L/C Issuer plans to issue, amend, renew,
increase or extend the following Letter(s) of Credit on [insert date].


 


	L/C

No.	
        Maximum

Face

Amount
	
        Current

Face

Amount
	Currency	Financials or

Performance

SBLC	Beneficiary

Name	Issuance

Date	Expiry

Date	Auto

Renewal	Date of

Amendment	Amount of

Amendment
	
         

         
	 	 	 	 	 	 	 	 	 	 
	
         

         
	 	 	 	 	 	 	 	 	 	 
	
         

         
	 	 	 	 	 	 	 	 	 	 
	
         

         
	 	 	 	 	 	 	 	 	 	 


 


]


 


[The L/C Issuer made a payment, with respect
to L/C No. _______, on [insert date, which shall be a Business Day] in the amount of [$]_____________].


 






    	 	A-3-1	 



     


    

 


[The Borrower failed to reimburse the L/C
Issuer for a payment made in the amount of [$][insert amount of such payment] pursuant to L/C No. ______ on [insert date of
such failure, which shall be a Business Day], with respect to L/C No. _______.]


 


Set forth in the table below is a description
of each Letter of Credit issued by the undersigned and outstanding on the date hereof.


 


	L/C

No.	
        Maximum

Face

Amount
	
        Current

Face

Amount
	Currency	Financials or

Performance

SBLC	Beneficiary

Name	Issuance

Date	Expiry

Date	Auto

Renewal	Date of

Amendment	Amount of

Amendment
	
         

         
	 	 	 	 	 	 	 	 	 	 
	
         

         
	 	 	 	 	 	 	 	 	 	 
	
         

         
	 	 	 	 	 	 	 	 	 	 
	
         

         
	 	 	 	 	 	 	 	 	 	 


 


Delivery of an executed counterpart of a signature
page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this notice.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 



    	 	A-3-2	 



     


    




 


	 	[L/C ISSUER],
	 	as an L/C Issuer
	 	 
	 	By:	 
	 	Name:
	 	Title:



 












    	 	A-3-3	 



     


    





 


EXHIBIT A-4


 


[Form of]

Additional L/C Issuer Notice


 


	TO:	Bank of America, N.A., as Administrative Agent



 


	RE:	Credit Agreement, dated as of November 9, 2016 (as amended by Amendment No. 1 dated as
of August 15, 2017, Amendment No. 2 dated as of December 1, 2017, Amendment No. 3 dated as of June 25,
2019, Amendment No. 4 dated as of April 17, 2020, Amendment No. 5 dated as of September 17, 2020 and as further
amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”),
by and among Lamb Weston Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time
to time party thereto, the Lenders, Swing Lien Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A.,
as Administrative Agent. Unless otherwise defined herein, capitalized terms used in this Notice shall have the meanings set forth
in the Credit Agreement.



 


	DATE:	[Date]
	 



 


[Insert Name of additional
L/C Issuer] (“Lender”), a [Revolving A-1 Lender][Revolving B-1 Lender] under the Credit Agreement and the Borrower
hereby provide notice to the Administrative Agent and the L/C Issuer(s) that the Lender wishes to become an L/C Issuer for
an amount of $[         ] under the Credit Agreement.


 


It is hereby agreed
that upon receipt by the Administrative Agent of a fully executed copy of this Notice, the Lender shall be deemed an L/C Issuer
under the Credit Agreement.


 


Delivery of an executed
counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.


 


A duly authorized officer
of the undersigned has executed this notice as of the day and year set forth above.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 	A-4-1	 



     


    

 


	 	LAMB WESTON HOLDINGS, INC.,
	 	a Delaware corporation
	 	 
	 	By:	              
	 	Name:
	 	Title:
	 	 
	 	[Lender’s
    name]
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


	Acknowledged and Agreed:
	 
	BANK OF AMERICA, N.A.
 as Administrative Agent
	 
	By:	        	 
	Name:
	Title:




 






    	 	A-4-2	 



     


    

 


EXHIBIT B


 


FORM OF NOTE


 


___________, ____


 


FOR VALUE RECEIVED, the undersigned (the
 “Borrower”), hereby promises to pay to _____________________ or its registered assigns (the “Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the [Revolving A-1][Revolving
B-1] Loans from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 9,
2016 (as amended by Amendment No. 1 dated as of August 15, 2017, Amendment No. 2 dated as of December 1, 2017,
Amendment No. 3 dated as of June 25, 2019, Amendment No. 4 dated as of April 17, 2020, Amendment No. 5
dated as of September 17, 2020 and as further amended, restated, extended, supplemented or otherwise modified from time to
time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower,
the Guarantors from time to time party thereto, the Lenders, Swing Line Lenders and L/C Issuers from time to time party thereto,
and Bank of America, N.A., as Administrative Agent.


 


The Borrower promises to pay interest on
the unpaid principal amount of the [Revolving A-1][Revolving B-1] Loans made by the Lender from the date of such Loan until such
principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal
and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which such Loan is denominated
in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder,
such unpaid amount shall bear interest from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Agreement.


 


This Note is one of the Notes referred to
in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence
and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The [Revolving A-1][Revolving
B-1] Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary
course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its
Loans and payments with respect thereto.


 


The Borrower, for itself, its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of
this Note.


 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 






    	 	 B-1	 



     


    

 


	 	LAMB WESTON HOLDINGS, INC.
	 	 
	 	By:	            
	 	 
	 	Name:	 
	 	 
	 	Title:	 




 






    	 	 B-2	 



     


    

 


LOANS AND PAYMENTS WITH RESPECT THERETO


 


	Date	 	Type
    of

    Loan Made	 	Amount
    of Loan Made	 	End
    of Interest

    Period	 	Amount
    of Principal or Interest Paid This Date	 	Outstanding
    Principal Balance This Date	 	Notation
    Made By
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	 	 B-3	 



     


    

 






 


EXHIBIT C-1


 


FORM OF


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders that Are Not Partnerships
for U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the Credit Agreement
dated as of November 9, 2016 (as amended by Amendment No. 1 dated as of August 15, 2017, Amendment No. 2 dated
as of December 1, 2017, Amendment No. 3 dated as of June 25, 2019, Amendment No. 4 dated as of April 17,
2020, Amendment No. 5 dated as of September 17, 2020, and as further amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Lamb Weston Holdings, Inc., a Delaware corporation (the “Borrower”),
the Guarantors from time to time party thereto, the Lenders, Swing Line Lenders and L/C Issuers from time to time party thereto,
and Bank of America, N.A., as Administrative Agent.


 


Pursuant to the provisions of Section 3.01
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “10-percent shareholder”
of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled
foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code,
and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of
a U.S. trade or business.


 


The undersigned has furnished the Borrower
and the Administrative Agent with a certificate of its non-U.S. Person status on an IRS Form W-8BEN or W-8BEN-E. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished
the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]
	 
	By:	     	 
	 	Name:  
	 	Title:  


 


Date: ________ __, 20[ ]


 






    C-1-1


     


    

 


EXHIBIT C-2


 


FORM OF


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants that Are Not Partnerships
for U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of November 9, 2016 (as amended by Amendment No. 1 dated as of August 15, 2017,
Amendment No. 2 dated as of December 1, 2017, Amendment No. 3 dated as of June 25, 2019, Amendment No. 4
dated as of April 17, 2020, Amendment No. 5 dated as of September 17, 2020, and as further amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Lamb Weston Holdings, Inc., a Delaware
corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders, Swing Line Lenders
and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “10-percent shareholder”
of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled
foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code,
and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of
a U.S. trade or business.


 


The undersigned has furnished its participating
Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF PARTICIPANT]
	 
	By:	             	 
	 	Name:  
	 	Title:  


 


Date: ________ __, 20[ ]


 






    C-2-1


     


    

 


EXHIBIT C-3


 


FORM OF


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants that Are Partnerships
for U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of November 9, 2016 (as amended by Amendment No. 1 dated as of August 15, 2017,
Amendment No. 2 dated as of December 1, 2017, Amendment No. 3 dated as of June 25, 2019, Amendment No. 4
dated as of April 17, 2020, Amendment No. 5 dated as of September 17, 2020, and as further amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Lamb Weston Holdings, Inc., a Delaware
corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders, Swing Line Lenders
and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its
direct or indirect partners/members that is claiming the portfolio interest exemption (its “Applicable Partners/Members”)
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its Applicable Partners/Members is a
 “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code, (v) none of its Applicable Partners/Members is a “controlled foreign corporation” related to the Borrower
as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Loan
Document are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its Applicable Partners/Members.


 


The undersigned has furnished its participating
Lender with an IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the
portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]
	 
	By:	             	 
	 	Name:  
	 	Title:  


 


Date: ________ __, 20[ ]





 






    C-3-1


     


    

 


EXHIBIT C-4


 


FORM OF


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders that Are Partnerships
for U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of November 9, 2016 (as amended by Amendment No. 1 dated as of August 15, 2017,
Amendment No. 2 dated as of December 1, 2017, Amendment No. 3 dated as of June 25, 2019, Amendment No. 4
dated as of April 17, 2020, Amendment No. 5 dated as of September 17, 2020, and as further amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Lamb Weston Holdings, Inc., a Delaware
corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders, Swing Line Lenders
and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing
such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document,
neither the undersigned nor any of its Applicable Partners/Members is a bank extending credit pursuant to a loan agreement entered
into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue
Code, (iv) none of its Applicable Partners/Members is a “10-percent shareholder” of the Borrower within the meaning
of Section 871(h)(3)(B) of the Internal Revenue Code, (v) none of its Applicable Partners/Members is a “controlled
foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code,
and (vi) no payments in connection with any Loan Document are effectively connected with the conduct of a U.S. trade or business
by the undersigned or any of its Applicable Partners/Members.


 


The undersigned has furnished the Borrower
and the Administrative Agent with an IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the
undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]
	 
	By:	     	 
	 	Name:  
	 	Title:  


 


Date: ________ __, 20[ ]


 






    C-4-1


     


    

 


 



 


EXHIBIT D


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: ________, ____


 


To:      Bank
of America, N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain Credit
Agreement, dated as of November 9, 2016 (as amended by Amendment No. 1 dated as of August 15, 2017, Amendment No. 2
dated as of December 1, 2017, Amendment No. 3 dated as of June 25, 2019, Amendment No. 4 dated as of April 17,
2020, Amendment No. 5 dated as of September 17, 2020 and as further amended, restated, extended, supplemented or otherwise
modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined),
among Lamb Weston Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to
time party thereto, the Lenders, Swing Line Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A.,
as Administrative Agent.


 


The undersigned Financial Officer hereby
certifies as of the date hereof that he/she is the ___________________________________ of the Borrower, and that, as such, he/she
is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:


 


[Use following paragraph 1 for fiscal
year-end financial statements]


 


1.            The
Borrower has delivered [(i)] the year-end audited consolidated balance sheet and related statements of income, stockholders’
equity and cash flows required by Section 7.01(a) of the Agreement for the fiscal year of the Borrower and its
consolidated Subsidiaries ended as of the above date, together with the report of an independent certified public accountant of
recognized national standing (without a “going concern” or like qualification or exception (except for qualifications
or exceptions resulting from pending maturity of Indebtedness or actual or prospective breach of a financial covenant)) required
by such section [and (ii) the consolidated balance sheet and related statements of income and cash flows of the Borrower and
its Restricted Subsidiaries as at the end of such fiscal year.]1
Such financial statements fairly present in all material respects the consolidated financial condition and results of operations
of the Borrower and its Subsidiaries [or its Restricted Subsidiaries, as applicable,] in accordance with GAAP [(except, in the
case of the financial statements of the Borrower and its Restricted Subsidiaries, for the exclusion of Unrestricted Subsidiaries)]
as at the end of and for such fiscal year.


 


[Use following paragraph 1 for fiscal
quarter-end financial statements]


 





 






1 To be included if the Borrower has any Unrestricted
Subsidiaries.


 






    D-1


     


    

 


1.            The
Borrower has delivered the unaudited consolidated balance sheet and related statements of income and cash flows required by Section 7.01(b) of
the Agreement for the fiscal quarter of the Borrower and its Subsidiaries ended as of the above date. Such financial statements
fairly present the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries
in accordance with GAAP as at such date and for such period, subject to normal year-end and audit adjustments and the absence
of certain footnotes.


 


2.            The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision,
a detailed review of the transactions and condition of the Borrower during the accounting period covered by such financial statements.


 


3.            Based
on the review described in paragraph 2 hereof,


 


[select one:]


 


[to the knowledge of the undersigned, during
such fiscal period no Default has occurred and is continuing.]


 


--or--


 


[to the knowledge of the undersigned, the
following is a list of each Default that has occurred during such fiscal period and (i) its nature and status and (ii) any
action taken or proposed to be taken with respect to such Default.]


 


4.            to
the knowledge of the undersigned, since [the date of the audited financial statements referred to in Section 6.04
of the Agreement]2  [the date of the most recently
delivered audited annual financial statements]3,
the Borrower has not had any change in GAAP or the application thereof [except as follows __________, and such change has had
the following effect on the attached financial statements ______________].


 


5.           The
financial covenant analyses and information demonstrating compliance with Section 8.11 of the Agreement set forth
on Schedule 2 attached hereto are true and accurate in all material respects on and as of the date of this Certificate.


 





 






2
To be used for the initial Compliance Certificate.


 


3 To be used for all Compliance Certificates after the initial
Compliance Certificate.


 






    D-2


     


    

 


6.            Attached
hereto as Schedule 3 is a schedule containing [(i)] a report setting forth the information required by Section 4(f) of
the Security Agreement or confirmation that there has been no change in such information since the Closing Date or the date of
the last Compliance Certificate delivered prior hereto [(ii) a list of any Instrument, Tangible Chattel Paper or Document
that is required to be delivered concurrently with this Certificate pursuant to Section 4(a)(i) of the Security Agreement,]
[and] [[(ii)][(iii)] an updated Schedule 2(c) to the Security Agreement containing information required by Section 4(d) thereof
with respect to Commercial Tort Claims not previously disclosed to the Administrative Agent, [and] [(iii)][(iv)] a listing of
any Patents, Trademarks or Copyrights required to be disclosed by Section 5 of the Security Agreement [and] [(iv)][(v)] a
list of any Pledged Equity required to be disclosed pursuant to Section 4(g) of the Security Agreement].4


 





 






4 To be included with Compliance Certificate, if
applicable.


 






    D-3


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of                                     ,                          .


 


	 	LAMB WESTON HOLDINGS, INC.
	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	                      




 






    D-4


     


    

 


SCHEDULE 1


to Compliance Certificate


[Audited annual][Unaudited quarterly] financial
statements


 


For the [Year][Quarter] ended ___________________


 






    D-5


     


    

 



 


For the Quarter/Year ended ___________________


 


SCHEDULE 2

to Compliance Certificate

($ in 000’s)


 


	I.    	Consolidated Net Leverage Ratio.
	 	 
	 	A.	Consolidated EBITDA
	 	 	 
	 	 	1.	Consolidated Net Income: (Line A.1(i)-
    A.1(ii)- A.1(iii)- A.1(vi)- A.1(v))  	$_____
	 	 	 	 	 
	 	 	 	(i) The consolidated net income (or loss)
    attributable to the Borrower for such period determined on a consolidated basis in accordance with GAAP	$_____
	 	 	 	 	 
	 	 	 	(ii) to the extent included in the Borrower’s
    net income, the net income (or loss) of any Person that is not a Restricted Subsidiary, except (x) to the extent such
    income has actually been distributed in cash to the Borrower or any Restricted Subsidiary during such period and (y) in
    the case of the Existing Joint Ventures, for other equity of the Borrower and its Restricted Subsidiaries in the earnings
    of the Existing Joint Ventures in excess of the amount included pursuant to clause (1)(i)(x) so long as the amount included
    in this clause (1)(i)(y) for any period does not exceed 6.0% of Consolidated EBITDA for such period	$_____  
	 	 	 	 	 
	 	 	 	(iii) to the extent included in the Borrower’s
    net income, gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP  	$_____
	 	 	 	 	 
	 	 	 	(iv) to the extent included in the Borrower’s
    net income, the cumulative effect of any change in accounting principles	$_____
	 	 	 	 	 
	 	 	 	(v) to the extent included in the Borrower’s
    net income, gains and losses from dispositions of assets outside the ordinary course of business or upon early retirement
    of Indebtedness	$_____




 






    D-5


     


    

 


	 	2.	Other than with respect to clause (iv) below,
an amount which, in the determination of Consolidated Net Income for such period, has been deducted for, without duplication:	 
	 	 	 	 
	 	 	  (i)	  Consolidated
Interest Expense (Line A.2(i)(1)- A.2(i)(2)+ A.2(i)(3))	$_____
  
	 	 	 	 	 
	 	 	 	(1) All interest in respect of Consolidated
Funded Indebtedness (including the interest component of synthetic leases, account receivables securitization programs, off-balance
sheet loans or similar off-balance sheet financing products) accrued during such period (whether or not actually paid during such
period) determined after giving effect to any net payments made or received under interest rate Swap Contracts  	$_____  
	 	 	 	 	 
	 	 	 	(2) The sum of (i) all interest income
during such period and (ii) to the extent included in clause (i) above, the amount of write-offs or amortization of
deferred financing fees, commissions, fees and expenses (including write-offs or amortization of fees and expenses related to
Permitted Receivables Financings), and amounts paid (or plus any amounts received) on early terminations of Swap Contracts  	$_____  
	 	 	 	 	 
	 	 	 	(3) The loss or discount on the sale of Transferred
Assets to any Receivables Financier in connection with a Permitted Receivables Financing	$_____  
	 	 	 	 	 
	 	 	(ii)	provision for taxes based on income, profits or
capital of the Borrower and its Restricted Subsidiaries, including, without limitation, federal, state, franchise, excise and
similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such
taxes or arising from any tax examinations  	$_____
	 	 	 	 	 
	 	 	(iii)	depreciation and amortization expense and all other
non-cash charges (including impairment charges), expenses or losses (except for any such expense that (x) requires accrual
of a reserve for anticipated future cash payments for any period or (y) represents a write-down of current assets)  	$_____
	 	 	 	 	 
	 	 	(iv)	(1) pro forma costs savings permitted to be
reflected in pro forma financial statements prepared in accordance with Regulation S-X of the Securities Exchange Act of 1934
and (2) the amount of pro forma cost savings, operating expense reductions and synergies (collectively, “Cost Savings”)
that are reasonably expected by the Borrower to result over the next succeeding four Fiscal Quarter period (calculated as though
such Cost Savings had been realized on the first day of such period) as a result of, or in connection with, actions (including
Permitted Acquisitions or Dispositions outside the ordinary course of business) consummated during such period or expected to
be taken within twelve months, provided that (A) such Cost Savings are reasonably identifiable, quantifiable and factually
supportable, (B) the aggregate amount of such Cost Savings added pursuant to this clause (iv)(2) during such period
shall not exceed an amount equal to 10% of Consolidated EBITDA for such period (calculated without giving effect to any amounts
added back pursuant to this clause (iv)(2)) and (C) such pro forma Cost Savings shall only be added back for quarters ending
on or prior to the last day of the fourth full Fiscal Quarter following the applicable action, and in each case described in this
clause (iv), no Cost Savings shall be added pursuant to this clause (iv) to the extent duplicative of any expenses or charges
otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period  	$_____



 






    D-6


     


    




 


	 	 	(v)	(1) non-recurring,
extraordinary or unusual cash charges, expenses or losses not exceeding $25,000,000 in any four Fiscal Quarter period and (2) all
charges, expenses or losses in connection with the Transactions that are incurred or accrued prior to the second anniversary of
the Closing Date  	$_____
  
	 	 	 	 	 
	 	 	(vi)	any contingent or deferred payments (including earn-out
payments, non-compete payments and consulting payments but excluding ongoing royalty payments) made in connection with any Permitted
Acquisition	$_____
	 	 	 	 	 
	 	 	(vii)	the amount of write-offs
or amortization of deferred financing fees, commissions, fees and expenses (including any write-offs or amortization of fees and
expenses related to Permitted Receivables Financings)  	$_____
  
	 	 	 	 	 
	 	 	(viii)	losses from foreign exchange translation adjustments
or Swap Contracts during such period  	$_____



 



    D-7


     


    




 


	 	 	 	 	 
	 	 	(ix)	losses associated with discontinued operations (but
only after such operations are no longer owned or operated by the Borrower or a Restricted Subsidiary)  	$_____
	 	 	 	 	 
	 	 	(x)	acquisition integration costs and fees, including
cash severance payments made in connection with acquisitions  	$_____
	 	 	 	 	 
	 	 	(xi)	any costs or expenses incurred pursuant to any management
equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders
agreement to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or
net cash proceeds of issuance of Equity Interests of the Borrower (provided that such net cash proceeds shall not increase the
Available Amount)  	$_____
	 	 	 	 	 
	 	 	(xii)	the fees and expenses paid to third parties during
such period that directly arise out of and are incurred in connection with any Permitted Acquisition, investment, asset disposition,
issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any
debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken
but not completed, and including transaction expenses incurred in connection therewith) or early extinguishment of Indebtedness
to the extent such items were subject to capitalization prior to the effectiveness of Financial Accounting Standards Board Statement
No. 141R “Business Combinations” but are required under such statement to be expensed currently  	$_____  
	 	 	 	 	 
	2.1	 	Line A.2(i) +A.2(ii) + A.2(iii) +
A.2(iv) + A.2(v) + A.2(vi) + A.2(vii) + A.2(viii)  + A.2(ix)  + A.2(x)  + A.2(xi)  + A.2(xii) 	$_____



 






    D-8


     


    

 


	 	3.	The
    following to the extent included in the determination of Consolidated Net Income for such period, without duplication:  	 
	 	 	 
	 	 	(i)        non-cash
    credits, income or gains, including non-cash gains from foreign exchange translation adjustments or Swap Contracts during
    such period (but excluding any non-cash credits, income or gains that represent an accrual in the ordinary course)	$_____
	 	 	 
	 	 	(ii)       any
    extraordinary or unusual income or gains (including amounts received on early terminations of Swap Contracts)  	$_____
	 	 	 
	 	 	(iii)      any federal, state, local and foreign income tax credits	$_____
	 	 	 
	 	 	(iv)
         income associated with discontinued operations (but only after such operations are no longer owned or operated by the Borrower
    or a Restricted Subsidiary)  	$_____
	 	 	 	 
	 	3.1	Line
    A.3(i) +A.3(ii) + A.3(iii) + A.3(iv))  	$_____
	 	 	 	 
	 	4	Consolidated
    EBITDA (Line A.1 + Line A.2.1 – Line A.3.1)	$_____1
	 	 	 	 
	 	 B.	Consolidated Funded Indebtedness:	 
	 	 	 	 
	 	 	The sum of:  	 
	 	 	 	 
	 	 	 	(i) the outstanding principal amount of all obligations
for borrowed money, whether current or long-term (including the Loans) and all obligations evidenced by bonds, debentures, notes,
loan agreements or other similar instruments or upon which interest payments are customarily made	$_____
	 	 	 	 
	 	 	 	(ii) all obligations arising under letters of credit
(including standby and commercial), but only to the extent consisting of unpaid reimbursement obligations in respect of drawn
amounts under letters of credit	$_____
	 	 	 	 	 
	 	 	 	(iii) all Capitalized Lease Obligations	$_____



 


 






1Provided that Consolidated EBITDA for certain periods specified
in the definition thereof in the Credit Agreement shall be the amount specified, or determined as set forth, therein.


 



    D-9


     


    




 


	 	 	 	(iv) all obligations issued or assumed as the deferred
purchase price of assets or services purchased (other than contingent earn-out payments and other contingent deferred payments,
and trade debt incurred in the ordinary course of business) which would appear as liabilities on a balance sheet in accordance
with GAAP	$_____
	 	 	 	 	 
	 	 	  	(v) all Disqualified Equity Interests of the Borrower
and its Restricted Subsidiaries	$_____
	 	 	 	 	 
	 	 	  	(vi) all Guarantees with respect to outstanding
Indebtedness of the type specified in clauses (i) through (v) above of a Person that is not Borrower or any of its Restricted
Subsidiaries	$_____
	 	 	 	 	 
	 	 	  	(vii) all Indebtedness of the types referred to
in clauses (i) through (vi) above of any partnership or joint venture (other than a joint venture that is itself a corporation,
limited liability company or similar limited liability entity) in which the Borrower or any of its Restricted Subsidiaries is
a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person	$_____
	 	 	 	 
	1.	Consolidated Funded Indebtedness (Line B(i)+ B(ii)+ B(iii)+  B(iv)+ B(v)+ B(vi)+ B(vii))   	$_____




 



    D-10


     


    




 


	C.	Consolidated Net Leverage Ratio (Line
I.C.1 : Line I.C.2):	____: ___
	 	 	 	 	 
	 	 	1.	Consolidated Funded Indebtedness (Line I.B.1), minus
(i) unrestricted cash and Cash Equivalents of Loan Parties (cash or Cash Equivalents (x) placed on deposit with a trustee
to discharge or defease Indebtedness or (y) to the extent proceeds of Indebtedness incurred to finance an acquisition and
held in escrow pending the consummation of such acquisition to consummate such acquisition or prepay such Indebtedness shall be
considered unrestricted to the extent the related Indebtedness is included in Consolidated Funded Indebtedness) and (ii) to
the extent not prohibited from being distributed to a Loan Party pursuant to any Law, Contractual Obligation or Organization Document,
75% of the amount of unrestricted cash and Cash Equivalents of Restricted Subsidiaries that are not Loan Parties (cash or Cash
Equivalents segregated or held in escrow to prepay Indebtedness or to consummate an acquisition shall be considered unrestricted)	$_____
	 	 	 	 	 
	 	 	to	 	 
	 	 	 	 	 
	 	 	2.	Consolidated EBITDA for the period of four consecutive
Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal Quarter, ended on the last day of the Fiscal
Quarter most recently ended prior to such date for which financial statements have been delivered pursuant to Section 7.01(a) or
(b) of the Credit Agreement).	$_____



 






    D-11


     


    

 


	II.	Consolidated Interest Coverage Ratio.
(Line II(i) : Line II(ii))	_____ : _____
	 	 	 
	 	The ratio, determined as of the end
of each Fiscal Quarter of the Borrower for the most- recently ended four Fiscal Quarters, of :
	 	 
	 	 	 	(i) Consolidated EBITDA
(Line I.A.4)	$_____
	 	 	to	 	 
	 	 	 	 	 
	 	 	 	(ii) Consolidated Interest Expense paid or
payable in cash (and, to the extent not otherwise included in Consolidated Interest Expense, the loss or discount on the sale
of Transferred Assets to any Receivables Financier in connection with a Permitted Receivables Financing).	$_____




 






    D-12


     


    

 



 


SCHEDULE 3


to Compliance Certificate


 


For the [Year][Quarter] ended ___________________


 


	 ̈	By checking this box, the Borrower confirms that except
as previously disclosed, no Obligor has had any change to its legal name, jurisdiction of formation or form of organization at
or before the date of this Compliance Certificate.



 


		 ̈	By checking this box, the Borrower confirms that there
is no change in the Collateral required to be delivered to the Administrative Agent pursuant to Section 4(a)(i) of the
Security Agreement since the [Closing Date][date of the last such list]. If you check this box, please write “None”
on the list below.



 


Below is a list of all Instrument,
Tangible Chattel Paper or Document required to be delivered to the Administrative Agent pursuant to Section 4(a)(i) of
the Security Agreement:


 


	 	
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



(please add more lines as
necessary)


 


 ̈
By checking this box, the Borrower confirms that there are no updates to Schedule 2(c) to Security Agreement with
respect to Commercial Tort Claims not previously disclosed to the Administrative Agent. If you check this box, please write
 “None” on the list below.


 


Below is a list of updates
to Schedule 2(c) to Security Agreement with respect to Commercial Tort Claims not previously disclosed to the Administrative
Agent:


 





	 	
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


(please add more lines as necessary)


 


	 ̈	By checking this box, the Borrower confirms that except
as previously disclosed, there are no updates to the listing of any Patents, Trademarks or Copyrights required to be disclosed
by Section 5 of the Security Agreement. If you check this box, please write “None” on the list below.



 






    	 	D-13	 



     


    

 


Below is a listing of any Patents,
Trademarks or Copyrights required to be disclosed by Section 5 of the Security Agreement and not previously disclosed to the
Administrative Agent:


  


	 	
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


(please add more lines as necessary)


 


	 ̈	By checking this box, the Borrower confirms that except
as previously disclosed, since the [Closing Date][date of the last such list] no Obligor has acquired any Pledged Equity consisting
of an interest in a partnership or a limited liability company that (and the terms of any such existing Pledged Equity have not
changed so that it) (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms
expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an investment company security,
(iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset. If you check this box, please
write “None” on the list below.



 


Below is a listing of any Pledged
Equity required to be disclosed by Section 4(g) of the Security Agreement and not previously disclosed to the Administrative
Agent:


  





	 	
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


(please add more lines as necessary)


  



    	 	D-14	 



     


    

 


EXHIBIT E


 


FORM OF JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT (this “Agreement”),
dated as of _________ ___, 20__, is by and between ____________, a _____________, (the “New Subsidiary”), and
Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement, dated as of November 9,
2016 (as amended by Amendment No. 1 dated as of August 15, 2017, Amendment No. 2 dated as of December 1, 2017,
Amendment No. 3 dated as of June 25, 2019, Amendment No. 4 dated as of April 17, 2020, Amendment No. 5
dated as of September 17, 2020 and as further amended, restated, amended and restated, modified and supplemented from time
to time, the “Credit Agreement”) by and among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”),
the Guarantors from time to time party thereto, each lender from time to time party thereto (collectively, the “Lenders”
and individually, a “Lender”), the Swing Line Lenders, the L/C Issuers from time to time party thereto, and
BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have
the meanings provided in the Credit Agreement.


 


Pursuant to the terms and conditions of
Section 7.10 of the Credit Agreement, the New Subsidiary is required to become a Guarantor.


 


Accordingly, the New Subsidiary hereby agrees
with the Administrative Agent, for the benefit of the Lenders, as follows:


 


1.            The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed
to be a party to the Credit Agreement and a Guarantor for all purposes of the Credit Agreement, and shall have all of the obligations
of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof,
and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement.
Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally
together with the other Guarantors, guarantees to each holder of the Obligations, as provided in Article IV, and subject to
the limitations set forth therein, of the Credit Agreement, the prompt payment and performance of the Obligations in full when
due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms
thereof.


 


2.            [The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed
to be a party to the Security Agreement, and shall have all the obligations of an “Obligor” (as such term is defined
in the Security Agreement) thereunder as if it had executed the Security Agreement. The New Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, except during a Collateral Suspension Period, all of the terms, provisions and conditions
contained in the Security Agreement. Without limiting the generality of the foregoing terms of this paragraph 2, the New
Subsidiary hereby grants to the Collateral Agent, for the ratable benefit of the holders of the Secured Obligations (as such term
is defined in the Security Agreement), a continuing security interest in, any and all right, title and interest of the New Subsidiary
in and to the Collateral (as such term is defined in the Security Agreement) of the New Subsidiary. The New Subsidiary hereby represents
and warrants to the Collateral Agent, for the benefit of the holders of the Secured Obligations, that the supplements to the schedules
to the Perfection Certificate attached hereto as Annex I are true and correct in all material respects (except the information
therein with respect to the exact legal name of the New Subsidiary shall be correct and complete in all respects).


 



    	 	E-1	 



     


    

 


3.            In
furtherance of the foregoing, the New Subsidiary hereby grants and pledges to the Collateral Agent, for the benefit of the holders
of the Secured Obligations, a continuing security interest in and any and all right, title and interest of the New Subsidiary in
and to all Pledged Equity listed on the attached schedules to the Perfection Certificate and all other Collateral to secure the
prompt payment and performance in full when due, whether at stated maturity, by acceleration, as a mandatory prepayment or otherwise,
of the Secured Obligations.]1


 


4.            The
New Subsidiary hereby waives acceptance by the Administrative Agent, the Lenders and each other holder of the Obligations of the
guaranty by the New Subsidiary under Article IV of the Credit Agreement upon the execution of this Agreement by the New Subsidiary.


 


5.            This
Agreement may be executed in counterparts (and by the different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart
of this Agreement by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.


 


6.            This
Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]
 


 


 









1
To be included only if a Collateral Suspension Period is not in effect.



 






    	 	E-2	 



     


    

 





IN WITNESS WHEREOF, the New Subsidiary has
caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the
holders of the Obligations, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


 





 


	NEW SUBSIDIARY:	[NEW SUBSIDIARY]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






  



    	 	E-3	 



     


    




 


Acknowledged and accepted:


 


BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent


 


	By:	 	
	 	Name:	 
	 	Title:	 





 






    	 	E-4	 



     


    

  


Annex I


  


Supplements to Perfection Certificate
Schedules


 






    	 	E-5	 



     


    

 



 


EXHIBIT F


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption (this “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1
Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights
and obligations of [the Assignors][the Assignees]3
hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated,
amended and restated, modified and supplemented from time to time, the “Credit Agreement”), receipt of a copy
of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein
in full.


 


For an agreed consideration, [the][each]
Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the
Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities
as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the
respective Assignors] under the respective facilities identified below (including, without limitation, any Letters of Credit and
any Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all
claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in
their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in
any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause
(i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such
sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor.


 





 






		1	For bracketed language here and elsewhere in this form
relating to the Assignor(s), if the assign-ment is from a single Assignor, choose the first bracketed language. If the assignment
is from multiple Assignors, choose the second bracketed language.



 


		2	For bracketed language here and elsewhere in this form
relating to the Assignee(s), if the assign-ment is to a single Assignee, choose the first bracketed language. If the assignment
is to multiple Assignees, choose the second bracketed language.



 


		3	Select as appropriate.



 


		4	Include bracketed language if there are either multiple
Assignors or multiple Assignees.



 






    F-1


     


    

 


	1.	Assignor[s]:	 	 
	 	 	 	 



 


	2.	Assignor[s]:	 	 
	 	 	 	 


 


	 	[for each Assignee, indicate if such Assignee is a
Lender or an [Affiliate][Approved Fund] of [identify Lender]]



 


	3.	Borrower(s):	Lamb Weston Holdings, Inc.



 


	4.	Administrative Agent:	 Bank of America, N.A., as the administrative agent under the Credit Agreement



 


	5.	Credit Agreement:      Credit Agreement, dated as of November 9, 2016, as amended by Amendment No. 1 dated as
of August 15, 2017, Amendment No. 2 dated as of December 1, 2017, Amendment No. 3 dated as of June 25,
2019, Amendment No. 4 dated as of April 17, 2020, Amendment No. 5 dated as of September 17, 2020 and as further
amended, restated, amended and restated, modified and supplemented from time to time, among Lamb Weston Holdings, Inc., a
Delaware corporation, the Guarantors from time to time party thereto, the Lenders, Swing Line Lenders and L/C Issuers from time
to time party thereto, and Bank of America, N.A., as Administrative Agent.



 






    F-2


     


    

 


	6.	Assigned Interest:



 


	
         

         

         

        Assignor[s]5
	
         

         

         

        Assignee[s]6
	
         

         

        Facility

        Assigned7
	
        Aggregate

        Amount of

        Commitment/Loans

        for all Lenders8
	
        Amount of

        Commitment/Loans

        Assigned
	
        Percentage

        Assigned of

        Commitment/

        Loans9
	
         

         

        CUSIP

        Number

	 	 	 	 	 	 	 
	 	 	____________	$________________	$_________	____________%	 
	 	 	____________	$________________	$_________	____________%	 
	 	 	____________	$________________	$_________	____________%	 


 


	[7.	Trade Date:	__________________]10



 


Effective Date: __________________, 20__ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment and Assumption are hereby
agreed to: 


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 





 






	5	List each Assignor, as appropriate.



 


	6	List each Assignee, as appropriate.



 


	7	Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving A-1 Commitment”,
 “Revolving B-1 Com-mitment”, etc.).



 


	8	Amounts in this column and in the column immediately
to the right to be adjusted by the counter-parties to take into account any payments or prepayments made between the Trade Date
and the Effective Date.



 


	9	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereun-der.



 


	10	To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date.



 






    F-3


     


    

 


	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


	[Consented to and]11
Accepted:	 
	 	 
	BANK OF AMERICA, N.A., as	 
	Administrative Agent	 
		 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 
	 	 
	[Consented to:]12	 
	 	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 





 






	11	To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.



 


	12	To be added only if the consent of the Borrower and/or
other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.



 






    F-4


     


    

 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR13


 


ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1.         Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant]
Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it
has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates
or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of
its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.         Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii),
(v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of
the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and
either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring
assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity
to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable,
and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and
(vii) attached hereto is any documentation (including any tax forms or documentation) required to be delivered by it pursuant
to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it
will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which
by the terms of the Loan Documents are required to be performed by it as a Lender.


 





 






13 JD: The changes here are to conform to the LSTA
form of A&A.


 






    F-5


     


    

 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest
(including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued
to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective
Date.


 


3.            General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.


 






    F-6


     


    

 



 


EXHIBIT G-1


 


[FORM OF PERMITTED PARI PASSU INTERCREDITOR
AGREEMENT]


 






    G-1-1


     


    

 


EXHIBIT G-2


 


[FORM OF JUNIOR LIEN INTERCREDITOR
AGREEMENT]


 






    G-2-1


     


    

 





EXHIBIT H


 


[Form of]

Voting Participant Notification


 


	TO:	Bank of America, N.A., as Administrative Agent, and

Lamb Weston Holdings, Inc.



 


	RE:	Credit Agreement, dated as of November 9, 2016 (as amended by Amendment No. 1 dated as
of August 15, 2017, Amendment No. 2 dated as of December 1, 2017, Amendment No. 3 dated as of June 25,
2019, Amendment No. 4 dated as of April 17, 2020, Amendment No. 5 dated as of September 17, 2020 and as further
amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”),
by and among Lamb Weston Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time
to time party thereto, the Lenders, Swing Line Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A.,
as Administrative Agent. Unless otherwise defined herein, capitalized terms used in this Notice shall have the meanings set forth
in the Credit Agreement.



 


	DATE:	[Date]
	 	 



 


[Insert name of selling
Lender] hereby notifies the Administrative Agent and the Borrower that [insert full name of purchasing Lender] is a Farm Credit
Lender and is entitled to be accorded the rights of a Voting Participant under the Credit Agreement and, subject to receipt of
any consents required by the Credit Agreement, shall be designated a Voting Participant. The amount of the participation or sub-participation
purchased is $_________.


 


The address of [insert
full name of purchasing Lender] for purposes of all notices and other communications is ____________________, ____________________________,
Attention of ______________, Facsimile No. ____________.


 


Delivery of an executed
counterpart of a signature page of this Certificate by fax transmission or other electronic mail transmission (e.g. “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Certificate.


 


	 	[Insert NAME of selling Lender]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 






    H-1


     


    

 


	 	[Insert NAME of Purchasing Lender]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 






    H-2


     


    

 


[Consented to and]24 Accepted:


 


BANK OF AMERICA, N.A., as

Administrative Agent


 


	By:		 
	Name:	 	 
	Title:	 	 


 


 


[Consented to:]25


 


LAMB WESTON HOLDINGS, INC.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 



















 






24       To
be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


 


25       To
be added only if the consent of the Borrower is required by the terms of the Credit Agreement.


 






    H-3