Exhibit
10.2


 


Execution
Version


 


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


This
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 23, 2020 (this “Amendment”), is entered
into by and among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors,
the Lenders party hereto, the Voting Participants party hereto and NORTHWEST FARM CREDIT SERVICES, PCA, as administrative
agent (in such capacity, the “Administrative Agent”).


 


WHEREAS,
reference is hereby made to the Credit Agreement, dated as of June 28, 2019 (as amended, restated, amended and restated, extended,
supplemented or otherwise modified in writing from time to time, the “Existing Northwest FCS Credit Agreement”
and as amended by this Amendment, the “Amended Credit Agreement”; capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Amended Credit Agreement) by and among the Borrower, the Guarantors
party thereto, the Lenders from time to time party thereto and the Administrative Agent;


 


WHEREAS,
the Borrower has requested that the Required Lenders agree to certain amendments to the Existing Northwest FCS Credit Agreement
as further described below;


 


WHEREAS,
the Administrative Agent, the Lenders party hereto and the Voting Participants party hereto are willing to agree to such amendments
upon the terms and conditions set forth herein;


 


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
to Existing Northwest FCS Credit Agreement.


 


(a)         
The Existing Northwest FCS Credit Agreement (excluding the schedules and exhibits thereto, other than as set forth in Section
1(b)) is amended and restated in its entirety to read in the form attached hereto as Annex A. The parties hereto agree
that, on and as of the date hereof, all Obligations outstanding on and as of the Second Amendment Effective Date (defined below)
shall in all respects be continuing and shall be deemed to be Obligations pursuant to the Amended Credit Agreement. Except as
expressly modified and amended in this Amendment, all of the terms, provisions and conditions of the Loan Documents shall remain
unchanged and in full force and effect. The Loan Documents and any and all other documents heretofore, now or hereafter executed
and delivered pursuant to the terms of the Existing Northwest FCS Credit Agreement are hereby amended so that any reference to
the Existing Northwest FCS Credit Agreement shall mean a reference to the Amended Credit Agreement. The Amended Credit Agreement
is not a novation of the Existing Northwest FCS Credit Agreement.


 


(b)         
Exhibits C-1 – 4, D and E to the Existing Northwest FCS Credit Agreement are amended to read in the forms of Exhibits
C-1 – 4, D and E attached hereto.


 


Section
2.        Representations
and Warranties. In order to induce the Lenders and the Voting Participants to consent
to this Amendment, the Borrower represents and warrants to each of the Lenders, the Voting Participants and the Administrative
Agent that on and as of the date hereof both before and after giving effect to this Amendment: (a) the representations and warranties
of each Loan Party contained in Article VI of the Amended Credit Agreement and 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; (b) no Default
exists as of the Second Amendment Effective Date or will result from this Amendment; (c) 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 (d) 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.


 






     


     


    

 


Section
3.        Effect
of Amendment. On and after the Second Amendment Effective Date, each reference in
the Existing Northwest FCS Credit Agreement to “this Agreement”, “hereunder”, “hereof” or
words of like import referring to the Existing Northwest FCS 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
Existing Northwest FCS 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. This Amendment shall constitute a Loan Document
for all purposes.


 


Section
4.        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 “Second Amendment Effective Date”):


 


(a)         
receipt by the Administrative Agent of copies of this Amendment duly executed by the Loan Parties, the Administrative Agent,
and the Lenders and Voting Participants constituting Required Lenders; and


 


(b)         
 payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative
Agent in connection with this Agreement invoiced in writing to the Borrower at least one Business Day prior to the date hereof
(directly to such counsel if requested by the Administrative Agent).


 


Section
5.        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 (i) its obligations under each of the Loan Documents
to which it is a party, and (ii) 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 Amended Credit
Agreement and the other Loan Documents.


 






    2


     


    

 


Section
6.        Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which, when taken together, shall constitute a single contract. Delivery of an executed counterpart
of this Amendment by facsimile or other electronic imaging means (i.e., “pdf” or “tif”) shall be effective
as delivery of a manually executed counterpart of this Amendment.


 


Section
7.        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.


 


[Remainder
of Page Intentionally Left Blank]


 






    3


     


    

 


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


 


	 	LAMB WESTON
    HOLDINGS, INC., as 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 HOLDINGS, INC. 

SECOND AMENDMENT


 






     


     


    

 


	 	NORTHWEST
    FARM CREDIT SERVICES, PCA, as Administrative Agent and as a Lender under the Existing Northwest FCS Credit Agreement
	 	 
	 	By:	/s/
    Jaye Lynn Hall
	 	 	Name: Jaye Lynn Hall
	 	 	Title: Operations Manager



 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 





	 	CoBank,
    FCB, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 	 
	 	By:	/s/
    James J. Trankle
	 	 	Name: James J. Trankle
	 	 	Title: Managing Director


 




 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	AMERICAN
    AGCREDIT, FLCA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Daniel K. Hansen
	 	 	Name: Daniel K. Hansen
	 	 	Title: Vice President


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	Farm Credit Services of America,
    FLCA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Dustin Oswald
	 	 	Name: Dustin Oswald
	 	 	Title: Vice President


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	Farm
    Credit East, ACA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Eric W Pohlman
	 	 	Name: Eric W Pohlman
	 	 	Title: Vice President


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	Farm
    Credit West, FLCA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Nathan Garcin
	 	 	Name: Nathan Garcin
	 	 	Title: Vice President


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	Capital
    Farm Credit, FLCA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Donald L Palm
	 	 	Name: Donald L Palm
	 	 	Title: SVP


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	GreenStone Farm Credit Services,
    FLCA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Curtis Flammini
	 	 	Name: Curtis Flammini
	 	 	Title: VP of Capital Markets


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	Farm
    Credit Mid-America, FLCA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Tabatha Hamilton
	 	 	Name: Tabatha Hamilton
	 	 	Title: Vice President Food and Agribusiness


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	AGCOUNTRY
    FARM CREDIT SERVICES, FLCA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Warren Shoen
	 	 	Name: Warren Shoen
	 	 	Title: Senior Vice President


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	AgChoice
    Farm Credit, ACA for itself and/or as agent/nominee for AgChoice Farm Credit, FLCA, as a Voting Participant under the
    Existing Northwest FCS Credit Agreement
	 	 
	 	By:	/s/
    Joshua L. Larock
	 	 	Name: Joshua L. Larock
	 	 	Title: Vice President


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	Fresno-Madera
    Land Bank Association, FLCA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By:	/s/
    Robert L. Herrick
	 	 	Name: Robert L. Herrick
	 	 	Title: Director Capital Markets


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	Farm
    Credit of New Mexico, FLCA, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Mitch Selking
	 	 	Name: Mitch Selking
	 	 	Title: Director of Corporate Agribusiness Lending


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	AgFirst
    Farm Credit Bank, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Matthew Jeffords
	 	 	Name: Matthew Jeffords
	 	 	Title: Vice President


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


	 	AgriBank,
    FCB, as a Voting Participant under the Existing Northwest FCS Credit Agreement
	 	 
	 	By: 	/s/
    Galen Herr
	 	 	Name: Galen Herr
	 	 	Title: VP Credit – Lending Programs


 


LAMB WESTON HOLDINGS, INC. 

SECOND AMENDMENT




 






     


     


    

 


ANNEX A


 


Amended Credit Agreement


 


See attached.


 






     


     


    



 


ANNEX A








 



 


CREDIT AGREEMENT



dated as of June 28, 2019,


as amended
by


First Amendment
to Credit Agreement, dated as of April 17, 2020 and


Second Amendment
to Credit Agreement, dated as of September 23, 2020


 


by and among


 


LAMB WESTON
HOLDINGS, INC.,

as the Borrower,


 


the Lenders referred
to herein,


 


and


 


NORTHWEST
FARM CREDIT SERVICES, PCA,

as Administrative Agent,

Sole Lead Arranger and Sole Bookrunner


 





 







     


     


    

 


TABLE OF CONTENTS


 




	ARTICLE
    I DEFINITIONS AND ACCOUNTING TERMS	1
	1.01   Defined
    Terms	1
	1.02   Other
    Interpretive Provisions	35
	1.03   Accounting
    Terms	36
	1.04   Rounding	37
	1.05   Times
    of Day	37
	1.06   Limited
    Condition Acquisitions	37
	ARTICLE II THE
    COMMITMENTS AND CREDIT EXTENSIONS	38
	2.01   Term
    Loans	38
	2.02   Borrowings,
    Conversions and Continuations of Loans	40
	2.03   [Reserved]	41
	2.04   [Reserved]	41
	2.05   Prepayments	41
	2.06   [Reserved]	43
	2.07   Repayment
    of Loans	43
	2.08   Interest	44
	2.09   Fees	44
	2.10   Computation
    of Interest and Fees	44
	2.11   Evidence
    of Debt	45
	2.12   Payments
    Generally; Administrative Agent’s Clawback	45
	2.13   Sharing
    of Payments by Lenders	47
	2.14   [Reserved]	47
	2.15   Defaulting
    Lenders	47
	ARTICLE III
    TAXES, YIELD PROTECTION AND ILLEGALITY	48
	3.01   Taxes	49
	3.02   Illegality	53
	3.03   Inability
    to Determine Rates	53
	3.04   Increased
    Costs; Reserves on Eurodollar Rate Loans	55
	3.05   Compensation
    for Losses	56
	3.06   Mitigation
    Obligations; Replacement of Lenders	57
	3.07   Survival	57
	ARTICLE IV GUARANTY	57
	4.01   The
    Guaranty	57
	4.02   Obligations
    Unconditional	58
	4.03   Reinstatement	59
	4.04   Certain
    Additional Waivers	59
	4.05   Remedies	59
	4.06   Rights
    of Contribution	59
	4.07   Guarantee
    of Payment; Continuing Guarantee	60
	4.08   Keepwell	60
	ARTICLE V CONDITIONS
    PRECEDENT TO CREDIT EXTENSIONS	61
	5.01   Conditions
    of Initial Credit Extension	61
	5.02   Conditions
    to all Credit Extensions	63



 






    i


     


    

 


	ARTICLE
    VI REPRESENTATIONS AND WARRANTIES	64
	6.01   Organization;
    Powers	64
	6.02   Authorization;
    Enforceability	64
	6.03   Governmental
    Approvals; No Conflicts	65
	6.04   Financial
    Condition; No Material Adverse Change	65
	6.05   Properties	65
	6.06   Litigation
    and Environmental Matters	65
	6.07   Compliance
    with Laws	66
	6.08   Investment
    Company Status	66
	6.09   Taxes	66
	6.10   ERISA	66
	6.11   Disclosure	66
	6.12   Solvency	67
	6.13   Security
    Interests in Collateral	67
	6.14   Labor
    Disputes	67
	6.15   No
    Default	67
	6.16   Federal
    Reserve Regulations	67
	6.17   OFAC;
    Anti-Corruption Laws	67
	6.18   Insurance	68
	6.19   EEA
    Financial Institutions	68
	ARTICLE VII
    AFFIRMATIVE COVENANTS	68
	7.01   Financial
    Statements and Other Information	68
	7.02   Notices
    of Material Events	70
	7.03   Existence;
    Conduct of Business	71
	7.04   Payment
    of Obligations	71
	7.05   Maintenance
    of Properties	71
	7.06   Books
    and Records; Inspection Rights	71
	7.07   Compliance
    with Laws	72
	7.08   Use
    of Proceeds	72
	7.09   Insurance	72
	7.10   Subsidiary
    Guarantors; Pledges; Collateral; Further Assurances	72
	7.11   Farm
    Credit Equities and Security	73
	7.12   Post-Closing	74
	ARTICLE VIII
    NEGATIVE COVENANTS	75
	8.01   Indebtedness	75
	8.02   Liens	77
	8.03   Fundamental
    Changes	82
	8.04   Investments,
    Loans, Advances and Acquisitions	81
	8.05   Asset
    Sales	83
	8.06   Sale
    and Leaseback Transactions	85
	8.07   Restricted
    Payments	85
	8.08   Transactions
    with Affiliates	86
	8.09   Restrictive
    Agreements	87
	8.10   Prepayments
    of Specified Indebtedness and Amendments to Specified Indebtedness and Organizational Documents	89
	8.11   Financial
    Covenants	90
	8.12   Sanctions;
    Anti-Corruption Laws	90



 






    ii


     


    

 


	ARTICLE
    IX EVENTS OF DEFAULT AND REMEDIES	90
	9.01   Events
    of Default	90
	9.02   Remedies
    Upon Event of Default	93
	9.03   Application
    of Funds	93
	ARTICLE X ADMINISTRATIVE
    AGENT	94
	10.01   Appointment
    and Authority	94
	10.02   Rights
    as a Lender	95
	10.03   Exculpatory
    Provisions	95
	10.04   Reliance
    by Administrative Agent	96
	10.05   Delegation
    of Duties	96
	10.06   Resignation
    of Administrative Agent	97
	10.07   Non-Reliance
    on Administrative Agent and Other Lenders	98
	10.08   No
    Other Duties; Etc.	98
	10.09   Administrative
    Agent May File Proofs of Claim; Credit Bidding	98
	10.10   Collateral
    and Guaranty Matters	99
	10.11   Secured
    Cash Management Agreements and Secured Hedge Agreements	100
	10.12   Intercreditor
    Agreement	100
	ARTICLE XI MISCELLANEOUS	101
	11.01   Amendments,
    Etc.	101
	11.02   Notices;
    Effectiveness; Electronic Communications	103
	11.03   No
    Waiver; Cumulative Remedies; Enforcement	105
	11.04   Expenses;
    Indemnity; Damage Waiver	105
	11.05   Payments
    Set Aside	107
	11.06   Successors
    and Assigns	107
	11.07   Treatment
    of Certain Information; Confidentiality	112
	11.08   Rights
    of Setoff	113
	11.09   Interest
    Rate Limitation	114
	11.10   Counterparts;
    Integration; Effectiveness	114
	11.11   Survival
    of Representations and Warranties	114
	11.12   Severability	114
	11.13   Replacement
    of Lenders	115
	11.14   Governing
    Law; Jurisdiction; Etc.	115
	11.15   Waiver
    of Jury Trial	113
	11.16   No
    Advisory or Fiduciary Responsibility	117
	11.17   Electronic
    Execution of Assignments and Certain Other Documents	117
	11.18   USA
    PATRIOT Act Notice	117
	11.19   [Reserved]	118
	11.20   Release
    of Collateral and Guaranty Obligations	119
	11.21   Entire
    Agreement	119
	11.22   Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	119
	11.23   Waiver
    of Borrower Rights	120





 






    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
	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 June 28, 2019 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”),
the Guarantors (defined herein), the Lenders (as defined herein) and NORTHWEST FARM CREDIT SERVICES, PCA, as Administrative Agent.


 


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 (4th) 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 entered into by the Loan Parties and the Administrative Agent pursuant to Section 2.01(b)
(which shall not require the consent of any Lender other than each Lender providing a Commitment or Loan thereunder).


 


“Administrative
Agent” means Northwest Farm Credit Services, PCA in its capacity as administrative agent under any of the Loan Documents,
or any successor administrative agent.


 


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


 


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


 


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


 


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


 


“Agreement”
means this Credit Agreement.


 






    1


     


    

 


“Applicable
Percentage” means with respect to any Lender at any time, 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 2.01 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):


 


(a)                  
with respect to the Term A Loan:


 


	Pricing
    Tier	Consolidated
    Net 

    Leverage Ratio	Eurodollar
    Rate

    Loans 	Base
    Rate Loans
	1	≥
    4.75:1.00	2.375%	1.375%
	2	<
    4.75:1.00 and 

    ≥ 4.00:1.00	2.125%	1.125%
	3	<
    4.00:1.00 and 

    ≥ 3.25:1.00	1.750%	0.750%
	4	<
    3.25:1.00	1.625%	0.625%


 


(b)                  
with respect to the Term A-2 Loan:


 


	Pricing

    Tier	Consolidated
    Net Leverage

    Ratio	Eurodollar
    Rate

    Loans 	Base
    Rate

    Loans
	1	≥
    4.75:1.00	2.950%	1.950%
	2	<
    4.75:1.00 and 

    ≥ 4.00:1.00	2.700%	1.700%
	3	<
    4.00:1.00 and 

    ≥ 3.25:1.00	2.325%	1.325%
	4	<
    3.25:1.00	2.200%	1.200%


 


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 Closing 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 August 2019 shall be determined based upon Pricing Tier 4.


 






    2


     


    

 


“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.


 


“Arranger”
means Northwest Farm Credit Services, PCA, in its capacity as sole lead arranger and sole bookrunner.


 


“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 Eurodollar Rate Loans denominated in Dollars with a three month Interest Period commencing on the date such
lease is entered into).


 


“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 Borrower and its Subsidiaries for the Fiscal
Year ended May 31, 2020, and the related consolidated statements of income or operations and cash flows of the Borrower and its
Subsidiaries for such Fiscal Year, including the notes thereto.


 


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


 


(a)                
$677,000,000, plus


 


(b)                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 June 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


 


(c)                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 subsequent 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


 






    3


     


    

 


(d)             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 subsequent 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


 


(e)               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


 


(f)             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


 


(g)            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.


 


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


 


“Base Rate”
means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, (c) LIBOR for an
Interest Period of one month plus 1% and (d) 1.25%; each change in the Base Rate shall take effect simultaneously with
the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR (provided that clause (c)
shall not be applicable during any period in which LIBOR is unavailable or unascertainable).


 


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


 


“Benchmark
Replacement” means the sum of: (a) the Unadjusted Benchmark Replacement and (b) the Benchmark Replacement Adjustment;
provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be
deemed to be zero for the purposes of this Agreement.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for
each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any
evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement. The Benchmark Replacement
Adjustment may be a positive or negative number.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to definition of “Interest Period,” timing and frequency of determining rates and making
payments of interest and other administrative matters) that the Administrative Agent determines in its commercially reasonable
discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent
determines in its commercially reasonable discretion that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines in its commercially reasonable discretion that no market practice for the administration
of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably
necessary in connection with the administration of this Agreement).


 






    4


     


    

 


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to LIBOR:


 


(a)                
in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date
of the public statement or publication of information referenced therein and (ii) the date on which the administrator of LIBOR
permanently or indefinitely ceases to provide LIBOR; and


 


(b)               
in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement
or publication of information referenced therein.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to LIBOR:


 


(a)                 a
public statement or publication of information by or on behalf of the administrator of LIBOR, announcing that such administrator
has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide LIBOR;


 


(b)               
a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S.
Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with
jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the
administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or
indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide LIBOR; or


 


(c)               
a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing
that LIBOR is no longer representative.


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the ninetieth (90th) day prior to the expected date of such event as of such public statement or publication
of information (or if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication,
the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative
Agent or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice
by the Required Lenders) and the Lenders/Participants.


 






    5


     


    

 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period beginning
at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for
all purposes hereunder in accordance with Section 3.03(c) and ending at the time that a Benchmark Replacement has replaced
LIBOR for all purposes hereunder pursuant to this Section 3.03(c).


 


“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.


 


“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).


 


“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 and Type and, in the case of Eurodollar 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 if such day relates to any interest rate settings as to a Eurodollar Rate Loan, any fundings, disbursements,
settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings to be carried out pursuant to this
Agreement in respect of any such Eurodollar Rate Loan, means any such day that is also a London Banking Day.


 


“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 capital lease obligations relating to a Capital Lease
determined in accordance with GAAP.


 






    6


     


    

 


“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 Foreign Subsidiary Guarantee Obligations.


 


“Cash Management
Bank” means the Administrative Agent, any Lender or Voting Participant (or Affiliate of the Administrative Agent, a
Lender or Voting Participant) 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, a Lender or a Voting Participant or an Affiliate of the Administrative Agent, a Lender or a Voting Participant).


 


“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.


 






    7


     


    

 


“Change in
Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of
any Law, (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: (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 Term A Loans, Term A-2 Loans or any other Class of Loans established after the Closing Date, (b) refers
to whether such Commitment is a Term A Loan Commitment, Term Loan A-2 Commitment or any other Class of Commitments established
after the Closing Date, and (c) refers to whether such Lender is a Term A Lender, Term A-2 Lender or any other Lender
established under any Class of Commitments or Loans established after the Closing Date, as applicable.


 


“Closing
Date” means June 28, 2019.


 


“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
Agent” means the Applicable Collateral Agent (as such term is defined in the Intercreditor Agreement).


 


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


 






    8


     


    

 


“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 any two (2) 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 at least two (2) of the Rating Agencies.


 


“Commitment”
means, as to each Lender, the Term A Loan Commitment, the Term A-2 Loan Commitment of such Lender and/or any other Commitment
of an additional Class established following the Closing 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.


 


“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) non-recurring,
extraordinary or unusual cash charges, expenses or losses not exceeding $25,000,000 in any four Fiscal Quarter period, (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


 






    9


     


    

 


(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).


 


“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 Capital 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.


 


“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.


 






    10


     


    

 



 


“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.


 


“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)).


 






    11


     


    

 


“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.


 


“Covered
Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).


 


“Credit Extension”
means a Borrowing.


 


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


 


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


 


“Default
Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base
Rate Loans plus (c) 2% per annum; provided, however, that with respect to a Eurodollar 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.


 






    12


     


    

 


“Defaulting
Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two 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 or any other Lender any
other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower
or the Administrative Agent 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 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(b)) as of the date established therefor
by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to
the Borrower and each Lender promptly following such determination.


 


“Designated
Foreign Subsidiary Guarantee Obligations” means any agreement providing for a Guarantee by the Borrower of the obligations
of one or more Restricted Subsidiaries (that are not Domestic Subsidiaries) designated in writing by a Responsible Officer of
the Borrower to the Administrative Agent as a “Designated Foreign Subsidiary Guarantee Obligation”; provided
that the Borrower shall not permit the aggregate principal amount of Guarantees of Indebtedness constituting Designated Foreign
Subsidiary Guarantee Obligations to exceed (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.


 


“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.


 






    13


     


    

 


“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), (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), 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.


 


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


 


“Early Opt-in
Election” means the occurrence of:


 


(a)                  
(i) a determination by the Administrative Agent in its commercially reasonable discretion or (ii) a notification by the
Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that Dollar-denominated
syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 3.03(c)
are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and


 


(b)                  
the election by (i) the Administrative Agent in its commercially reasonable discretion or (ii) the Required Lenders to
declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice
of such election to the Borrower and the Lenders and Participants or by the Required Lenders of written notice of such election
to the Administrative Agent.


 


“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.


 






    14


     


    

 


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


 


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


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under 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.


 


“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.


 






    15


     


    

 


“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.


 


“Eurodollar
Rate” means:


 


(a)                  
for any Interest Period with respect to a Eurodollar Rate Loan, 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
by the LIBOR Index Source (or such other commercially available source providing quotations of LIBOR as may be designated by the
Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) London Banking Days prior to the commencement
of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period;


 


(b)                  
for any rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, or a comparable
or successor rate which rate is approved by the Administrative Agent, as published by the LIBOR Index Source (or such other commercially
available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately
11:00 a.m., London time, two (2) London Banking Days prior to such date for Dollar deposits with a term of one month commencing
on the date of determination of such interest rate;


 


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 and consistent with Section
3.03(c) (to the extent applicable); 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 Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this
Agreement.


 


“Eurodollar
Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar
Rate”.


 


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


 


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


 


“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.


 






    16


     


    

 


“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) 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
withholding Taxes imposed pursuant to FATCA.


 


“Existing
Credit Agreement” means that certain Credit Agreement dated as of November 9, 2016 (as amended, modified, extended,
restated, amended and restated, replaced or supplemented from time to time, including on or prior to the date hereof) by and among
the Borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent for such
lenders.


 


“Existing
Joint Ventures” means Lamb Weston/Meijer v.o.f., Lamb Weston/RDO Frozen, LW Hydro, LLC and Lamb Weston Alimentos Modernos
S.A.


 


“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 under the Farm Credit Act of 1971.


 






    17


     


    

 


“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 Section 1471(b)(1) of the Internal Revenue Code,
and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any intergovernmental agreement, treaty
or convention among Governmental Authorities and implementing such Sections of the Code.


 


“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System on such day (or, if such day is not a Business Day, for the immediately
preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided
that if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such
transactions received by the Administrative Agent from three federal funds brokers of recognized standing reasonably selected
by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall
be deemed to be zero for purposes of this Agreement.


 


“Fee Letter”
means the fee letter dated as of May 28, 2019 by and between the Borrower and NWFCS.


 


“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).


 


“First Amendment
Effective Date” means April 20, 2020.


 


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


 


“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).


 


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


 


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


 


“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)(iii).


 


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


 


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


 






    18


     


    

 


“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).


 


“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.


 


“Guarantors”
means, collectively, (a) each Domestic Subsidiary of the Borrower identified as a “Guarantor” on the signature pages
hereto, (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).


 


“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, a Lender or
a Voting Participant or an Affiliate of the Administrative Agent, a Lender or a Voting Participant on the Closing Date or at the
time such Swap Contract is entered into (whether such Person thereafter ceases to be the Administrative Agent, a Lender or a Voting
Participant or any Affiliate of the Administrative Agent, a Lender or a Voting Participant).


 






    19


     


    

 


“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
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(b) in the principal amount set forth in the applicable Additional Credit Extension
Amendment.


 


“Incremental
Term Loan Lenders” has the meaning specified in Section 2.01(b).


 


“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 Capital 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.


 


“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).


 






    20


     


    

 


“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).


 


“Intercreditor
Agreement” means the Pari Passu Intercreditor Agreement, dated as of the date hereof, among Bank of America, N.A., as
collateral agent and administrative agent for the Credit Agreement Secured Parties (as defined therein), NWFCS, as the Additional
First Lien Agent, as Authorized Representative (as defined therein) for the Initial Additional First Lien Secured Parties (as
defined therein), and acknowledged and agreed by the Borrower and the other Grantors (as defined therein) party thereto, as amended,
restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.


 


“Interest
Payment Date” means (a) as to any Eurodollar 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 Eurodollar 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, the last Business Day of each March, June, September and December and the applicable
Maturity Date.


 


“Interest
Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed
or converted to or continued as a Eurodollar Rate Loan and ending on the date one week or one, two, three or six months thereafter
(or, subject to availability to all affected Lenders, 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 Eurodollar 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 Eurodollar 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, S&P and Fitch (or, if any 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.


 


“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.


 






    21


     


    

 


“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.


 


“LCA Election”
has the meaning specified in Section 1.06.


 


“LCA Test
Date” has the meaning specified in Section 1.06.


 


“Lenders”
means the Term A Lenders, Term A-2 Lenders and/or the Incremental Term Loan Lenders, as the context may require.


 


“Lending
Office” means, as to the Administrative Agent 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.


 


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


 


“LIBOR Index
Source” means the ICE Benchmark Administration (or any successor thereto or any other readily available service selected
by the Administrative agent that has been approved by the ICE Benchmark Administration as an authorized information vendor for
purposes of displaying rates).


 


“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 the Term A Loan, the
Term A-2 Loan or an Incremental Term Loan.


 


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


 






    22


     


    

 


“Loan Notice”
means a notice of (a) a Borrowing of a Term Loan, (b) a conversion of Loans from one Type to the other, or (c) a continuation
of Eurodollar 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.


 


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


 


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


 


“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.


 


“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), 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 Term A Maturity Date, the Term A-2 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.


 


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


 


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


 






    23


     


    

 


“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).


 


“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.


 


“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.


 


“NWFCS”
means Northwest Farm Credit Services, PCA and its successors.


 


“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 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.


 


“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).


 






    24


     


    

 


“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 with respect to any Loans on any date, the 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.


 


“Overnight
Rate” means, for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by the Administrative
Agent, in accordance with banking industry rules on interbank compensation.


 


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


 


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


 


“PATRIOT
Act” has the meaning specified in Section 11.18.


 


“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.


 


“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;


 






    25


     


    

 



 


(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.


 


“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, such other holders of pari passu Indebtedness party thereto 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 the greater of (1) $250,000,000 and (2) 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 (1) repurchases of non-eligible assets, (2) indemnifications
for losses or dilution other than credit losses related to the Transferred Assets, (3) any obligations not constituting Indebtedness
under servicing arrangements for the receivables, (4) 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 (5) 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.


 






    26


     


    

 


“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 Refinanced (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;


 


(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 (a) Refinances 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) is 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) is 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 Debt (taken as a whole);


 






    27


     


    

 


(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.


 


“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.


 


“Prime Rate”
means, at any time, the rate of interest per annum equal to the “prime rate” as published from time to time in the
Eastern Edition of The Wall Street Journal as the average prime lending rate for 75% of the United States’ 30 largest
commercial banks, or if the Eastern Edition of The Wall Street Journal or such rate is not published on such day, such
rate as last published in the Eastern Edition of The Wall Street Journal. In the event the Eastern Edition of The Wall
Street Journal ceases to publish such rate or an equivalent on a regular basis, the term “Prime Rate” shall be
determined on any day by reference to such other regularly published average prime rate for such date applicable to such commercial
banks as is acceptable to the Administrative Agent in its reasonable discretion. Any change in Prime Rate shall be automatic,
without the necessity of notice provided to any Borrower or any other Loan Party.


 


“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.”


 






    28


     


    

 


“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.


 


“Rating Agency”
means each of Moody’s, S&P and Fitch; provided that if any 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.”


 


“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 or any other recipient of any payment to be made by or on account of any obligation
of any Loan Party hereunder.


 






    29


     


    

 


“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) Indebtedness shall not
provide for scheduled amortization 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).


 


“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.


 


“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 or any successor thereto.


 


“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.


 


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


 


“Request
for Credit Extension” means a Loan Notice.


 


“Required
Lenders” means, at any time, Lenders having more than 50% of the Commitments or, if the Commitments have been terminated,
the outstanding Term Loans; provided, however, with respect to economic changes affecting only one Term Loan, “Required
Lenders” for such Term Loan shall be calculated with respect to Lenders of such Term Loan only. The portion of the outstanding
Term Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
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.


 






    30


     


    

 


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


 


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


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, 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.


 


“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.


 


“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 business, and any successor
thereto.


 


“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.


 


“Second Amendment
Effective Date” means September 23, 2020.


 


“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 Reinstatement Date, “ Security Agreement”
shall be deemed to refer to any new security agreement required to be delivered with respect to such Collateral Reinstatement
Date pursuant to Section 7.10.


 






    31


     


    

 


“Senior Notes”
means up to $2,166,000,000 aggregate principal amount of (i) 4.625% senior notes due 2024 issued by the Borrower on November 9,
2016, (ii) 4.875% senior notes due 2026 issued by the Borrower on November 9, 2016 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.


 


“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.


 


“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.


 


“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.


 






    32


     


    

 


“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.


 


“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.


 


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


 


“Term A
Lender” means any Person that has a Term A Loan Commitment or portion of the Outstanding Amount of the 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(a)(i).


 


“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(a)(i), 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 $300,000,000.


 


“Term A
Maturity Date” means June 28, 2024.


 


“Term A-2
Lender” means any Person that has a Term A-2 Loan Commitment or portion of the Outstanding Amount of the Term A-2
Loan, each other Person that becomes a “Term A-2 Lender” in accordance with this Agreement and their successors
and assigns.


 






    33


     


    

 


“Term A-2
Loan” has the meaning specified in Section 2.01(a)(ii).


 


“Term A-2
Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term A-2 Loan to the Borrower
pursuant to Section 2.01(a)(ii), in the principal amount set forth opposite such Lender’s name on Schedule 2.01.
The aggregate principal amount of the Term A-2 Loan Commitments of all of the Lenders as in effect on the First Amendment
Effective Date is $325,000,000.


 


“Term A-2
Maturity Date” means April 20, 2025.


 


“Term Loan”
means the Term A Loan, the Term A-2 Loan and/or any Incremental Term Loan, as the case may be.


 


“Term SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Transactions”
means collectively (a) the execution, delivery and performance by the Loan Parties of this Agreement, (b) the Borrowing of Loans
and other Credit Extensions on the Closing Date and (c) the repayment of $300,000,000 in principal of the Term A Loan outstanding
under (and as defined in) the Existing Credit Agreement on 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 Eurodollar Rate Loan.


 


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


 


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


 


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


 


“Unadjusted
Benchmark Replacement” means the alternate benchmark rate (which may include Term SOFR) that has been selected by the
Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a replacement rate or
the mechanism for determining such a rate by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention
for determining a rate of interest as a replacement to LIBOR.


 


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


 


“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).


 






    34


     


    

 


“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.


 


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


 


1.02        Other
Interpretive Provisions.


 


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


 


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


 






    35


     


    

 


(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, 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, 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).


 


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.


 






    36


     


    

 


(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).


 


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        
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, 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).


 






    37


     


    

 



 


ARTICLE
II



THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01          
Term Loans.


 


(a)               
Term A Loan and Term A-2 Loan.


 


(i)                
Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a portion of a term
loan (the “Term A Loan”) to the Borrower in Dollars on the Closing Date in an amount equal to 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 Eurodollar Rate Loans, as further provided herein. The Term A Loan Commitments shall terminate upon the funding
of the Term A Loan and, if not previously terminated, shall in any event terminate no later than 5:00 p.m. on the Closing Date.


 


(ii)              
Subject to the terms and conditions set forth herein, each Term A-2 Lender severally agrees to make a portion of a
term loan (the “Term A-2 Loan”) to the Borrower in Dollars on the First Amendment Effective Date in an
amount equal to such Lender’s Term A-2 Loan Commitment. Amounts repaid on the Term A-2 Loan may not be reborrowed.
The Term A-2 Loan shall initially consist of Base Rate Loans or Eurodollar Rate Loans, as further provided herein. The Term A-2
Loan Commitments shall terminate upon the funding of the Term A-2 Loan and, if not previously terminated, shall in any event terminate
no later than 5:00 p.m. on the First Amendment Effective Date.


 


(b)               
Incremental Commitments.


 


(1)       The
Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments not to
exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may
include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan 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 to
such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental
Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being
requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount
or, in each case, such lesser amount approved by the Administrative Agent), (ii) 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 (iii) the date on which such Incremental Term Loan 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).


 






    38


     


    

 


(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. Each Additional Credit Extension Amendment pursuant
to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that:


 


(i)       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;


 


(ii)       (A)
the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average
Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any
then outstanding Class of Term Loans;


 


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


 


(iv)       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);


 


(v)       subject
to the above, any Incremental Term Loans 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
(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


 


(vi)       subject
to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless
(w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan 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 and
the incurrence of Indebtedness thereunder (assuming 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 (z) the Administrative Agent shall have received documents and
legal opinions as to such matters as are reasonably requested by the Administrative Agent.


 






    39


     


    

 


Upon any increase
of any existing Class of 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 Term Loans of such Class held by each Lender.


 


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 Eurodollar 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, Eurodollar Rate Loans or of any conversion
of Eurodollar Rate Loans to Base Rate Loans and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing
of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof. 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 Eurodollar 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, and (v)
if applicable, the duration of the Interest Period with respect thereto. 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. 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 Eurodollar Rate Loans. If the Borrower requests
a Borrowing of, conversion to, or continuation of Eurodollar 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.


 


(b)               
Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount 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 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 immediately
available funds at the Administrative Agent’s Office 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), 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 by wire transfer of such funds in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Borrower.


 






    40


     


    

 


(c)               
Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest
Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to
or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any
or all of the then outstanding Eurodollar Rate Loans denominated in Dollars be converted immediately to Base Rate Loans, 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 Eurodollar Rate Loans upon determination of such interest rate.


 


(e)               
After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans
as the same Type, there shall not be more than 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          
[Reserved].


 


2.04          
[Reserved].


 


2.05          
Prepayments.


 


(a)               
Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at
any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days
prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment
of Eurodollar 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); (iii) 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); (iv) 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 (v) 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 Eurodollar 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 Eurodollar 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.


 






    41


     


    

 


(b)               
Mandatory Prepayments of Loans.


 


(i)                
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 (ii) 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 (ii) below); provided,
further, that in the event that any Indebtedness (including 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 other Indebtedness,
respectively, then outstanding), may be applied to prepay such Indebtedness to the extent required hereby.


 


(ii)              
Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b)
shall be applied, 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).


 


Within the parameters
of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar 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.


 






    42


     


    

 


(iii)            
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)(i), 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)(i),
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.


 


2.06          
[Reserved].


 


2.07          
Repayment of Loans.


 


(a)               
The Borrower shall repay the outstanding principal amount of the Term A Loan in equal quarterly installments of $3,750,000
on the last Business Day of each March, June, September and December, beginning with September 30, 2019 (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.


 


(b)               
The Borrower shall repay the outstanding principal amount of the Term A-2 Loan in equal quarterly installments of
$4,062,500 on the last Business Day of each March, June, September and December, beginning with September 30, 2020 (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-2 Loan due on the Term A-2 Maturity Date, unless accelerated sooner pursuant to Section 9.02.


 






    43


     


    

 


2.08          
Interest.


 


(a)               
Subject to the provisions of subsection (b) below, (i) each Eurodollar 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 Eurodollar Rate for such Interest
Period plus the Applicable Rate; and (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.


 


(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.


 


(a)               
The Borrower shall pay to the Arranger 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.


 


(b)               
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 based on the Prime 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).
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.


 






    44


     


    

 


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, 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), 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 or any Lender, as the case may be, under 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.


 


2.11          
Evidence of Debt.


 


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 and maturity of its Loans and payments with respect
thereto.


 


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, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed,
at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein. 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. 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 after 2:00 p.m. shall, 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.


 






    45


     


    

 


(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 Eurodollar 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 immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent,
at (A) in the case of a payment to be made by such Lender, the 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
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 the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent,
at the Overnight Rate.


 


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


 


(c)               
Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made
available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article
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.


 






    46


     


    

 


(d)               
Obligations of Lenders Several. The obligations of the Lenders hereunder to make 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).


 


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


 


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 resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans
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 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 are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(ii)       the
provisions of this 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) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its 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).


 


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          
[Reserved].


 


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:


 






    47


     


    

 


(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, 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; third, if so determined by the Administrative
Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts
owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.
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 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.


 


(iii)            
Certain Fees. 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)               
Defaulting Lender Cure. If the Borrower and the Administrative Agent 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, that Lender will, to the extent applicable, purchase at par that
portion of outstanding Loans of the other Lenders, 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


 






    48


     


    

 


3.01          
Taxes.


 


(a)               
Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account
of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except
as required by applicable 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, and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in
accordance with the 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 or 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 (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.


 


(ii)              
Each Lender 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 (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 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 against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent
in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of
such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, 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).


 






    49


     


    

 



 


(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.


 


(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;


 






    50


     


    

 


(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) or applicable successor form, a U.S. Tax Compliance Certificate
substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct
or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S.
Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner;


 


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


 


(D)             
if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the 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.


 






    51


     


    

 


(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.


 


(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, the termination of the Commitments
and the repayment, satisfaction or discharge of all other Obligations.


 






    52


     


    

 


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 Eurodollar Rate, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the
applicable 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 Eurodollar Rate Loans, or to convert Base Rate Loans to Eurodollar 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 Eurodollar 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 Eurodollar 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 Eurodollar 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 Eurodollar 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 Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate
Loans and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the
Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such
Lender without reference to the Eurodollar 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 Eurodollar 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 Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative
Agent determines that (A) Dollar deposits are not being offered to banks for the applicable amount and Interest Period of such
Eurodollar Rate Loan or (B) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in
each case with respect to clause (i), “Impacted Loans”), (ii) the Administrative Agent or the Required
Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar
Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or (iii) a Benchmark Transition
Event has occurred, the Administrative Agent will promptly notify the Borrower and all Lenders. Thereafter, (x) the obligation
of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans
or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar
Rate component of the Base Rate, the utilization of the Eurodollar 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 Eurodollar Rate
Loans (to the extent of the affected Eurodollar 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.


 


(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


 






    53


     


    

 


(c)               
Effect of Benchmark Transition Event.


 


(i)                
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence
of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and Borrower may amend this
Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will
become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment
to all Lenders/Participants and the Borrower so long as the Administrative Agent has not received, by such time, written notice
of objection to such amendment from Lenders/Participants comprising the Required Lenders. Any such amendment with respect to an
Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant
to this Section 3.03(c) will occur prior to the applicable Benchmark Transition Start Date.


 


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


 


(iii)            
Notices; Standards for Decisions and Determinations. the Administrative Agent will promptly notify the Borrower
and the Lenders/Participants of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable,
and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement,
(C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders/Participants
pursuant to this Section 3.03(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive
and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto,
except, in each case, as expressly required pursuant to this Section 3.03(c).


 






    54


     


    

 


(iv)             
Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark
Unavailability Period, the Borrower may revoke any request for Eurodollar Rate Loans or conversion to a Eurodollar Rate Loan or
continuation of Eurodollar Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing
that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate
Loans or a comparable variable rate index.


 


3.04        Increased
Costs; Reserves on Eurodollar 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);


 


(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 the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar
Rate Loans made by such Lender 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 reduce the amount of any sum received or receivable by such Lender
hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such
Lender, as the case may be, such additional amount or amounts as will compensate such Lender, as the case may be, for such additional
costs incurred or reduction suffered.


 


(b)               
Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office
of such Lender or such Lender’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 capital or on the capital of such Lender’s holding company,
if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that
which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from
time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such
Lender or such Lender’s holding company for any such reduction suffered.


 


(c)               
Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate
such Lender 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, as the case may be, the amount shown
as due on any such certificate within ten days after receipt thereof.


 






    55


     


    

 


(d)               
Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions
of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender 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, 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 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 Eurodollar funds or deposits (currently
known as “Eurodollar liabilities”), additional interest on the unpaid principal amount of each Eurodollar 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 Eurodollar 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 Eurodollar 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 Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)               
any assignment of a Eurodollar 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;


 


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.


 






    56


     


    

 


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 Eurodollar Rate Loan made by it at the Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching
deposit or other borrowing in Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar 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, or any Governmental Authority for
the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then at the request of the Borrower such Lender shall use reasonable efforts to designate a different Lending Office for funding
or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to
Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented
out of pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)               
Replacement of Lenders. If any Lender requests compensation under Section 3.04, or 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.


 


ARTICLE
IV



GUARANTY


 


4.01        The
Guaranty.


 


Each of the Guarantors
hereby jointly and severally guarantees to each Lender 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.


 






    57


     


    

 


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;


 


(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).


 






    58


     


    

 


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.


 


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.


 






    59


     


    

 


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.


 






    60


     


    

 


ARTICLE
V



CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


5.01        Conditions
of Initial Credit Extension.


 


The obligation of
each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:


 


(a)               
Receipt by the Administrative Agent (or in the case of possessory Collateral, Bank of America, N.A., as bailee) of the
following, each in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)                
Executed Loan Documents. Executed counterparts of this Agreement, the Intercreditor Agreement and such other Loan
Documents as reasonably requested by the Administrative Agent, in each case, properly executed by a Responsible Officer of the
signing Loan Party and each Lender.


 


(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, subject to the Intercreditor Agreement and 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; and


 


(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).


 






    61


     


    

 


(iii)            
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.


 


(iv)             
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.


 


(v)               
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.


 


(vi)             
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 the Audited Financial Statements and the unaudited consolidated balance sheet of the Borrower
and its Subsidiaries for the Fiscal Quarters ended August 26, 2018, November 25, 2018 and February 24, 2019 and the related statements
of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarters.


 


(c)               
Receipt by the Administrative Agent, the Arranger 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).


 






    62


     


    

 


(e)               
The Administrative Agent shall have received evidence satisfactory to it that the Transactions shall have been consummated
(or shall be consummated substantially concurrently with the funding of the Loans on the Closing Date).


 


(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 five Business Days prior to the Closing Date.


 


(g)               
The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative
Agent, that the Borrower shall have entered into a membership agreement with NWFCS that obligates the Borrower to acquire at least
$1,000 of equity in Northwest Farm Credit Services, PCA.


 


(h)               
The Administrative Agent shall have received such consents, amendments or waivers, if any, that are necessary to prevent
a default or event of default under the Existing Credit Agreement as a result of entering into this Agreement and the Loan Documents.


 


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 Eurodollar Rate Loans) 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(b) 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
1.06).


 






    63


     


    

 



 


(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(b) 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 1.06).


 


(c)               
The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.


 


Each Request for Credit
Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate
Loans) 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.


 


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.


 






    64


     


    

 


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 Audited Financial Statements. Such financial statements present
fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Subsidiaries
for the period covered thereby in accordance with GAAP.


 


(b)                    
Since May 31, 2020, there has been no development or event which has had or could reasonably be expected to have a Material
Adverse Effect.


 


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.


 


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.


 






    65


     


    

 


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.


 






    66


     


    

 


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.


 


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 Arranger or the Administrative Agent)
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.


 






    67


     


    

 


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          
Affected Financial Institutions.


 


No Loan Party is an
Affected 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:


 


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, 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 or 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, 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.


 






    68


     


    

 


(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 the figures for the corresponding period or periods of (or, in the case
of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting
fairly in all material respects the 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;


 


(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; 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).


 






    69


     


    

 


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 Arranger may, but shall not be obligated to, make available to the Lenders
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 Arranger 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 Arranger 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.”


 


7.02          
Notices of Material Events.


 


The Borrower will
furnish to the Administrative Agent prompt written notice (in any event, within five 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


 






    70


     


    

 


(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 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.


 


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.


 






    71


     


    

 


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.


 


The proceeds of the
Credit Extension of (a) the Term A Loan will be used to repay $300,000,000 in principal of the Term A Loan outstanding under (and
as defined in) the Existing Credit Agreement on the Closing Date and (b) the Term A-2 Loan will be used to finance ongoing working
capital needs, capital expenditures and other general business purposes. 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.


 


7.10          
Subsidiary Guarantors; Pledges; Collateral; Further Assurances.


 


(a)                    
Except 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 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.


 






    72


     


    

 


(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 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 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
Reinstatement Date.


 


(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 (or the applicable notice document) and (iii) each such Farm Credit Lender’s bylaws and capital plan (and,
if applicable, any related loan or membership application), 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.


 






    73


     


    

 


(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 owed to such Farm Credit Lender under this Agreement, whether
or not such amounts are currently due and payable. The Borrower acknowledges that any corresponding income or capital gains 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.


 


7.12          
Post-Closing.


 


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).


 






    74


     


    

 


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:


 


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) $350,000,000
and (ii) 10.0% 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;


 


(f)                     
(i) Indebtedness of the Loan Parties; provided that (x) both immediately before and after giving effect to the incurrence
of such Indebtedness on a Pro Forma Basis, to the extent (A) such Indebtedness is secured, the Consolidated Secured Net Leverage
Ratio shall not exceed 3.50 to 1.00 and (B) such Indebtedness is unsecured, the 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;


 






    75


     


    

 


(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) $75,000,000 plus (y) in the case of Foreign Subsidiaries organized under the Laws
of the People’s Republic of China, RMB675,000,000;


 


(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) $350,000,000 and (ii) 10% 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 (t) below;


 


(n)                    
the Senior Notes and any Permitted Refinancing Indebtedness in respect 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;


 






    76


     


    

 


(r)                     
Guarantees of Indebtedness otherwise permitted by this Section 8.01 and of other obligations otherwise permitted
hereunder;


 


(s)                     $750,000,000
plus the principal amount of any “Incremental Equivalent Debt”, “Incremental Revolving Commitments”,
 “Incremental Term Loan Commitments” and/or “Revolving Commitment Increase” (as such terms are defined
in the Existing Credit Agreement as in effect on the Second Amendment Effective Date) funded pursuant to Section 2.01(d)
of the Existing Credit Agreement as in effect on the Second Amendment Effective Date without waiver of any requirements thereof
(and any Permitted Refinancing Indebtedness with respect thereto);


 


(t)                      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; and


 


(u)                    
any Refinancing Debt Securities and any Permitted Refinancing Indebtedness in respect of the foregoing.


 


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 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.


 


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;


 






    77


     


    

 


(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;


 


(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;


 






    78


     


    

 



 


(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), (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;


 


(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;


 






    79


     


    

 


(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 $200,000,000 and 6.0% 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;


 


(bb)                  Liens
on assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness permitted by Section 8.01(i);


 


(cc)                   Liens
securing Swap Contracts in a net amount not to exceed $50,000,000; and


 


(dd)                  Liens
securing Indebtedness permitted by Section 8.01(s), so long as the Liens securing such Indebtedness are subject to the
Intercreditor Agreement.


 


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.


 






    80


     


    

 


(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.


 


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;


 






    81


     


    

 


(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 $350,000,000 and 10.0% 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;


 


(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;


 






    82


     


    

 


(p)                    investments
to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any issuance of Equity Interests
by the Borrower so long as such investment is consummated within 90 days of such issuance of Equity Interests (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 $425,000,000 and 12.5% 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 4.00 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 1.06, 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.”


 


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;


 






    83


     


    

 


(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)                    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;


 


(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.


 






    84


     


    

 


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 the 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;


 


(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;


 






    85


     


    

 


(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) $350,000,000 and (y) 10.0% 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;


 


(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:


 






    86


     


    

 


(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; and


 


(g)             
transactions entered into during a Collateral and Guarantee Suspension Period.


 


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 or the Existing Credit Agreement and the loan documents related thereto, (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 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) restrictions in the Existing Credit Agreement; (S) 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 (T) 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.


 






    87


     


    

 


(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 or the Existing Credit
Agreement and the loan documents related thereto, (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) pursuant to the Existing Credit Agreement; (xv) 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 (xvi)
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.


 






    88


     


    

 


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);


 


(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(l) (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.


 






    89


     


    

 


(c)                The
Borrower will not permit the sum of (i) aggregate outstanding amount of revolving loan commitments under the Existing Credit Agreement
plus (ii) the aggregate outstanding amount of term loans under the Existing Credit Agreement, to be less than $75,000,000, unless
such Existing Credit Agreement has simultaneously been terminated in full (other than (a) with respect to any Letters of Credit
issued under such Existing Credit Agreement but which are permitted to remain outstanding notwithstanding such termination and
(b) customary provisions surviving the termination thereof).


 


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 Closing 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, 4.50 to 1.00; provided, that, the maximum permitted levels
in clauses (i) and (ii) above (each, a “Maximum Permitted Level”) shall be deemed increased by 0.50x (up to
a maximum Maximum Permitted Level of 5.00 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 Closing Date) of the Borrower
to be less than 2.75 to 1.00.


 


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, the Arranger or the Administrative Agent) 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 when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 






    90


     


    

 


(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;


 


(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. The Borrower or any Restricted Subsidiary shall fail to make any payment of principal or interest
(regardless of amount) in respect of any (i) Material Indebtedness (other than Indebtedness under the Existing Credit Agreement)
or (ii) Indebtedness under the Existing Credit Agreement (regardless of the principal amount outstanding thereunder), 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 or the Existing Credit Agreement, as applicable;


 


(g)                    
Cross-Default.


 


(i)                
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;


 






    91


     


    

 


(ii)              
Indebtedness under the Existing Credit Agreement. Any event or condition occurs that results in any Indebtedness
under the Existing Credit Agreement (or any Permitted Refinancing thereof) 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 Indebtedness under the Existing Credit
Agreement (or such Permitted Refinancing thereof) or any trustee or agent on its or their behalf to cause any Indebtedness under
the Existing Credit Agreement (or such Permitted Refinancing thereof) 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;


 


(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;


 






    92


     


    

 


(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.


 


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 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)             
direct the Collateral Agent in accordance with the Intercreditor Agreement to exercise on behalf of itself and the Lenders
all rights and remedies available to the Secured Parties (as defined in the respective Collateral Documents) under the Collateral
Documents; and


 


(d)             
exercise on behalf of itself, the Lenders all rights and remedies available to it, the Lenders 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 shall automatically terminate and the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, 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), any
amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15 and the
Intercreditor Agreement, be applied by the Administrative Agent in the following order:


 






    93


     


    

 


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 and interest)
payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Loans, ratably among the Lenders 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, (b) payment of Obligations then owing
under any Secured Hedge Agreements, and (c) payments of Obligations then owing under any Secured Cash Management Agreements, ratably
among the Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause
Fourth held by them; and


 


Last, the balance,
if any, after all of the 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.


 


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.


 


Any amounts received
by the Collateral Agent on account of the Obligations shall be applied by the Collateral Agent as set forth in the Intercreditor
Agreement.


 


ARTICLE
X



ADMINISTRATIVE AGENT


 


10.01     
Appointment and Authority.


 


Each of the Lenders
hereby irrevocably appoints NWFCS 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 and the Lenders, 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 Document (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, potential Hedge Banks and potential Cash Management Banks) hereby irrevocably appoints and authorizes the Administrative
Agent to act as the agent of such Lender 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.


 






    94


     


    

 


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.


 






    95


     


    

 



 


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 or a Lender.


 


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, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume
that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary
from such Lender prior to the making of such Loan. 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.


 






    96


     


    

 


10.06       
Resignation of Administrative Agent.


 


(a)               
The Administrative Agent may at any time give notice of its resignation to the Lenders 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 or a Farm Credit Lender. 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, 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.


 


(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 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 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.


 






    97


     


    

 


10.07       
Non-Reliance on Administrative Agent and Other Lenders.


 


Each Lender 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 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, or other titles listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent or a Lender 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 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 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 and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all
other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial
proceeding; and


 


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


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Lender 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, 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
any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 






    98


     


    

 


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.


 


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) 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 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), (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;


 






    99


     


    

 


(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, (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.


 


10.12       
Intercreditor Agreement. Each of the Lenders from time to time party to this Agreement hereby confirms and reaffirms
the irrevocable authority of the Administrative Agent to execute, deliver and act on its behalf in respect of the Intercreditor
Agreement, and each duly executed supplement, modification, amendment, restatement or extension thereto. Each Lender agrees to
be bound by the terms and provisions of the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary
notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that no Lender shall have any right individually
to enforce the Intercreditor Agreement, it being agreed that all powers, rights and remedies of the Lenders under the Intercreditor
Agreement may be exercised solely by the Administrative Agent for the benefit of the Lenders in accordance with the terms thereof.
THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS IS SUBJECT TO THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.


 






    100


     


    

 


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)            
reduce the principal of, or the rate of interest specified herein on, any Loan, 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 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 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)               
[Reserved];


 


(vi)             
change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written
consent of each Lender directly affected thereby;


 






    101


     


    

 


(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; and


 


(b)               
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) the 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 the Administrative Agent or any
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, provided, further, that the Administrative Agent and the Borrower may amend the Agreement and the other
Loan Documents as permitted pursuant to Section 3.03(c).


 


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.


 






    102


     


    

 


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 or the Administrative Agent, 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 or any Voting Participant, 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 and the Voting Participants 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
or Voting Participant pursuant to Article II if such Lender or Voting Participant, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, any
Voting Participant 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.


 


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.


 






    103


     


    

 


(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 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 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 and the Administrative Agent 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 and the Administrative
Agent. 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.


 


(e)               
Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely
and act upon any notices (including telephonic or electronic 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 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 the Administrative
Agent or such 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.


 






    104


     


    

 


11.03       
No Waiver; Cumulative Remedies; Enforcement.


 


No failure by any
Lender 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; 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 Lender from exercising setoff rights in
accordance with Section 11.08 (subject to the terms of Section 2.13), or (c) 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.


 


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)) and (B) all reasonable out of pocket expenses incurred by the
Administrative Agent or any Lender (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, including all such out of pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


 






    105


     


    

 


(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 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, (B) any Loan or the use or proposed use of the proceeds therefrom, (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 Document 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 or other agency capacity and, in such case, excepting only such party).
This 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.


 


(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)
or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)
or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount (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), 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), in connection with such capacity. The obligations
of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 






    106


     


    

 


(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 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.


 


(f)                
Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the
resignation of the Administrative Agent, 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 or any Lender, or the Administrative Agent 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 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 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 Dollars. The obligations of the Lenders 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 and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.


 






    107


     


    

 


(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
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 $1,000,000 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 prohibit any Lender from assigning all or a portion of its rights and obligations in respect of 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; 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; and


 






    108


     


    

 


(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 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.


 


(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 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 or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full
pro rata share of all 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.


 






    109


     


    

 


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.


 


(c)               
Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at
the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (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 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); 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 and the Lenders
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.


 






    110


     


    

 


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 2.13 as though it were
a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the 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 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 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.


 


(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) as of the
Closing Date 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) 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), 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)).


 






    111


     


    

 


(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; 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.


 


11.07       
Treatment of Certain Information; Confidentiality.


 


Each of the Administrative
Agent and the Lenders 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(b) 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 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 Administrative Agent, the
Arranger and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.


 






    112


     


    

 


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 or any Lender 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 and the Lenders 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.


 


11.08       
Rights of Setoff.


 


If an Event of Default
shall have occurred and be continuing, each Lender 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 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 their
respective Affiliates, irrespective of whether or not such Lender 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 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 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 and their respective Affiliates under this Section are in addition
to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each
Lender 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.


 






    113


     


    

 


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 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.


 


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).


 


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, then such provisions shall be deemed to be in effect only to the extent not so limited.


 






    114


     


    

 



 


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, 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);


 


(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 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.


 






    115


     


    

 


(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 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 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.


 


(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.


 






    116


     


    

 


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 Arranger 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 Arranger 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 Arranger 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, the Arranger 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 Arranger, 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, the Arranger 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, the Arranger 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.


 


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, 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.


 






    117


     


    

 


11.19     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):


 


(a)               
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.


 


(b)               
As used in this Section 11.19, 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.


 


“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).


 






    118


     


    

 


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, and (c) the
Commitments shall have expired or been terminated in full, the Administrative Agent’s Lien on 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.


 


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
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 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:


 


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


 






    119


     


    

 


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


 


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


 


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


 


(iii)            
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
the applicable Resolution Authority.


 


11.23     Waiver
of Borrower Rights.


 


Each Loan Party acknowledges
and agrees that, to the extent the provisions of the Farm Credit Act of 1971, 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 11.23
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 11.23. Each Loan Party acknowledges that its waiver of Borrower Rights set forth in this Section 11.23 is
based on its recognition that such waiver is material to induce commercial banks and other non-Farm Credit System 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 11.23, 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, the Administrative 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 11.23 complies with and meets all of the requirements of 12 C.F.R § 617.7010(c).


 


[END]


 






    120


     


    

 


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 June 28, 2019 (as 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 from time to time party thereto, and Northwest Farm Credit Services,
PCA, 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 881(c)(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 or applicable successor form. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


 


[NAME OF LENDER]


 


By:


Name:


Title:


 


Date: ________ __, 20[ ]


 






    


     


    

 


EXHIBIT C-2


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants that Are Partnerships
for U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement dated as of June 28, 2019 (as 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 from time to time party thereto, and Northwest Farm Credit Services,
PCA, 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
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 direct or indirect partners/members is a “10-percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (v) none of its direct
or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section
881(c)(3)(C) of the Internal Revenue Code, and (vi) 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 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 applicable successor form or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E or applicable successor form, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the
undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either
the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


By:


Name:


Title:


 


Date: ________ __, 20[ ]


 






    


     


    

 


EXHIBIT 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 June 28, 2019 (as 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 from time to time party thereto, and Northwest Farm Credit Services,
PCA, 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 881(c)(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 applicable successor form or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E or applicable successor form, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the
undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either
the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


By:


Name:


Title:


Date: ________ __, 20[ ]


 






    


     


    

 


EXHIBIT 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 June 28, 2019 (as 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 from time to time party thereto, and Northwest Farm Credit Services,
PCA, 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
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 881(c)(3)(B) of the Internal Revenue Code, (v) none of its direct
or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section
881(c)(3)(C) of the 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 applicable successor
form or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E or applicable successor form from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


By:


Name:


Title:


 


Date: ________ __, 20[ ]


 






    


     


    

 


 



 


 


EXHIBIT D


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: ________, ____


 


To:Northwest Farm Credit Services, PCA, as Administrative
Agent


 


Ladies and Gentlemen:


 


Reference is made
to that certain Credit Agreement, dated as of June 28, 2019 (as amended, restated, extended, supplemented or otherwise modified
from time to time, the “Credit 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 from time to time party thereto, and Northwest Farm Credit Services, PCA, 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 Credit 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.       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 Credit 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 Credit 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,


 





 






1
To be included if the Borrower has any Unrestricted Subsidiaries.


 






    


     


    

 


[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(a) of the Credit
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 Credit 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.


 


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


 





 



2
To be used for the initial Compliance Certificate.


3
To be used for all Compliance Certificates after the initial Compliance Certificate.


4
To be included with Compliance Certificate, if applicable.



 


[SIGNATURE PAGE FOLLOWS]


 






    


     


    

 


 


IN
WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of                              ,                     .


 


	 	LAMB
    WESTON HOLDINGS, INC.
	 	 
	 	By:	      
	 	Name:
	 	Title:




 






    


     


    

 


SCHEDULE 1


to Compliance Certificate


[Audited annual][Unaudited quarterly] financial
statements


 


For the [Year][Quarter] ended ___________________


 






    


     


    

 


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	$_____
	 	 	 	 
	 	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  	$_____  
	 	 	 	 	 
	 	 	(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)  	$_____
	 	 	 	 	 
	 	 	(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)  	$_____
	 	 	 	 	 
	 	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
	 	 	 	 	 




 





 






1  Provided 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.


 



    


     


    
 


	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	$_____
	 	 	 	 	 
	 	 	 	(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))   	$_____




 






    


     


    

 


	 	 	 	 	 
	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).	$_____
	 	 	 	 	 	 








    


     


    




 


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).	$_____
	 	 	 	 	 








    


     


    

 


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.


 


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)


 






    


     


    

 


EXHIBIT E


 


FORM OF JOINDER AGREEMENT


 


THIS
JOINDER AGREEMENT (this “Agreement”), dated as of _________ ___, 20__, is by and between ____________, a _____________,
(the “New Subsidiary”), and Northwest Farm Credit Services, PCA, in its capacity as Administrative Agent under
that certain Credit Agreement, dated as of June 28, 2019 (as 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”), and NORTHWEST FARM CREDIT SERVICES,
PCA, as Administrative 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, except during a Collateral and Guarantee Suspension Period, 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 and
Guarantee 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 Administrative 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 Administrative 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).


 


3.        In
furtherance of the foregoing, the New Subsidiary hereby grants and pledges to the Administrative 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.]6


 





 






6
To be included only if a Collateral and Guarantee Suspension Period is not in effect.


 






    


     


    

 


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]



 






    


     


    

 


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:




 






    


     


    

 


Acknowledged and accepted:


 


	NORTHWEST FARM CREDIT SERVICES, PCA,

    as Administrative Agent
	 
	By:	          	 
		Name:  	 	 
		Title:	 	 




 






    


     


    

   


Annex I


 


Supplements to Perfection Certificate
Schedules