Exhibit 10.1


 


AMENDED AND RESTATED
CREDIT AGREEMENT


 


dated as of May 14,
2021


 


among


 


LAND NEWCO, INC.,


 


REGAL BELOIT CORPORATION,


 


VARIOUS SUBSIDIARIES
THEREOF,


 


THE LENDERS NAMED
HEREIN,


 


and


 


JPMORGAN CHASE BANK,
N.A., 


as Administrative
Agent


 





 



 


JPMORGAN CHASE BANK,
N.A. AND BARCLAYS BANK PLC, 


as Joint Lead Arrangers
and Joint Bookrunners,


 






     


     


    

 


		TABLE OF CONTENTS	Page




 


	SECTION 1.	DEFINITIONS	1



 


	 	1.1	Definitions	1
	 	 
	 	1.2 	Other Interpretive Provisions	27
	 	 
	 	1.3 	Limited Condition Acquisitions	29
	 	 
	 	1.4 	Interest Rates; LIBOR Notification	30



 


	SECTION 2.	COMMITMENTS
                                            OF THE BANKS; BORROWING AND CONVERSION PROCEDURES	31



 


	 	2.1 	Commitments	31
	 	 
	 	2.2 	Loan Procedures	31
	 	 
	 	2.3	[Reserved]	32
	 	 
	 	2.4 	[Reserved	32
	 	 
	 	2.5 	Commitments Several	32
	 	 
	 	2.6	[Reserved]	32
	 	 
	 	2.7	[Reserved]	32
	 	 
	 	2.8 	[Reserved]	32
	 	 
	 	2.9 	[Reserved]	32
	 	 
	 	2.10 	Defaulting Lenders	32



 


	SECTION 3.	EVIDENCE
                                            OF DEBT	33



 


	 	3.1 	Lender Records	33
	 	 
	 	3.2 	[Reserved]	33



 




	SECTION 4.	INTEREST	34



 


	 	4.1 	Interest Rates; Default Interest	34
	 	 
	 	4.2	Interest Payment Dates	34
	 	 
	 	4.3 	Setting and Notice of Eurodollar Rates	34
	 	 
	 	4.4	Computation of Interest	34



 




		SECTION 5.	FEES	34



 


	 	5.1	Non-Use Fee	34
	 	 
	 	5.2	Other Fees	35



 




	SECTION 6.	CHANGES IN COMMITMENTS; PREPAYMENTS; AMORTIZATION; REPAYMENT
OF LOANS  	35




 


	 	6.1	[Reserved]	35
	 	 
	 	6.2 	Prepayments	35
	 	 
	 	6.3 	Repayment	38
	 	 
	 	6.4 	[Reserved]	38



 


	SECTION 7.	MAKING
                                            AND PRORATION OF PAYMENTS; SETOFF; TAXES	38



 






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		7.1	Making
                                            of Payments	38
	 	 	 	 
		7.2	Application
                                            of Certain Payments	38
	 	 	 	 
		7.3	Due
                                            Date Extension or Reduction	39
	 	 	 	 
		7.4	Failure
                                            to Make Payments	39
	 	 	 	 
		7.5	Setoff	39
	 	 	 	 
		7.6	Proration
                                            of Payments	40
	 	 	 	 
		7.7	Taxes	40



 


		SECTION 8.	INCREASED
                                            COSTS; MARKET DISRUPTION	43



 


		8.1	Increased
                                            Costs	43



 


		8.2	Inability
                                            to Determine Rates, etc.	44



 


		8.3	Changes
                                            in Law Rendering Eurodollar Loans Unlawful	46



 


		8.4	Funding
                                            Losses	47



 


		8.5	Right
                                            of Lenders to Fund through Other Offices	47



 


		8.6	Discretion
                                            of Lenders as to Manner of Funding	47



 


		8.7	Mitigation
                                            of Circumstances; Replacement or Removal of Affected Lender	47



 


		8.8	Conclusiveness
                                            of Statements; Survival of Provisions	48



 


		SECTION 9.	REPRESENTATIONS
                                            AND WARRANTIES	49



 




	 	9.1	Organization, etc.	49
	 	 	 	 
	 	9.2 	Authorization; No Conflict	49
	 	 	 
	 	9.3 	Validity and Binding Nature	49
	 	 	 	 
	 	9.4	Financial Condition	49
	 	 	 
	 	9.5 	No Material Adverse Change	50
	 	 	 
	 	9.6 	Litigation	50
	 	 	 
	 	9.7 	Ownership of Properties	50
	 	 	 
	 	9.8 	Subsidiaries	50
	 	 	 
	 	9.9 	Pension Plans and Plan Assets	50
	 	 	 
	 	9.10	Investment Company Act	50
	 	 	 
	 	9.11 	Regulation U	51
	 	 	 
	 	9.12 	Taxes	51
	 	 	 
	 	9.13 	Environmental Matters	51
	 	 	 
	 	9.14 	Information	51
	 	 	 
	 	9.15 	[Reserved]	51
	 	 	 
	 	9.16 	[Reserved]	51
	 	 	 
	 	9.17 	Anti-Corruption	51
	 	 	 
	 	9.18	Sanctions	52



 






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		9.19	USA
                                            PATRIOT Act	52



 


		9.20	Affected
                                            Financial Institution	52



 


		9.21	Solvency	52



 


		SECTION 10.	COVENANTS	52



 


		10.1	Reports,
                                            Certificates and Other Information	52
	 	 	 	 
		10.2	Books,
                                            Records and Inspections	55
	 	 	 	 
		10.3	Insurance	56
	 	 	 	 
		10.4	Compliance
                                            with Laws; Payment of Taxes	56
	 	 	 	 
		10.5	Maintenance
                                            of Existence, etc.	56
	 	 	 	 
		10.6	Financial
                                            Covenants	56
	 	 	 	 
		10.7	Limitations
                                            on Debt	57
	 	 	 	 
		10.8	Liens	58
	 	 	 	 
		10.9	Mergers,
                                            Consolidations, Sales	60
	 	 	 	 
		10.10	Use
                                            of Proceeds	61
	 	 	 	 
		10.11	Further
                                            Assurances	61
	 	 	 	 
		10.12	Transactions
                                            with Affiliates	61
	 	 	 	 
		10.13	Employee
                                            Benefit Plans	62
	 	 	 	 
		10.14	Environmental
                                            Laws	62



 


		10.15	“Know
                                            Your Customer” and Beneficial Ownership Regulation Documentation	62



 


		10.16	Non-Guarantor
                                            Domestic Subsidiaries	62



 


		SECTION 11.	EFFECTIVENESS;
                                            CONDITIONS OF LENDING, ETC	63



 


		11.1	Effectiveness	63



 


		11.2	Conditions
                                            to Extension of Term Loans	63



 


		11.3	Conditions
                                            to the Restatement Date	66



 


		SECTION 12.	EVENTS
                                            OF DEFAULT AND THEIR EFFECT	66



 


		12.1	Events
                                            of Default	66



 


		12.2	Effect
                                            of Event of Default	68



 


		SECTION 13.	THE
                                            ADMINISTRATIVE AGENT	69



 


		13.1	Appointment
                                            and Authority	69



 


		13.2	Delegation
                                            of Duties	69



 


		13.3	Liability
                                            of Administrative Agent	69



 


		13.4	Reliance
                                            by Administrative Agent	70



 


		13.5	Credit
                                            Decision; Payments	70



 


		13.6	Indemnification	71



 


		13.7	Administrative
                                            Agent in Individual Capacity	72



 






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		13.8	Resignation
                                            of Administrative Agent	72



 


		13.9	Guaranty
                                            Matters	73



 


		13.10	Administrative
                                            Agent May File Proofs of Claim	73



 


		13.11	Other
                                            Agents	74



 


		13.12	Certain
                                            ERISA Matters	75



 


		SECTION 14.	GENERAL	75



 





		14.1	Waiver;
                                            Amendments	76



 


		14.2	Counterparts	76



 


		14.3	Notices	77



 


		14.4	Regulation
                                            U	77



 


		14.5	Costs,
                                            Expenses and Taxes	77



 


		14.6	Captions	78



 


		14.7	Successors
                                            and Assigns	78



 


		14.8	Assignments;
                                            Participations	78



 


		14.9	Payments
                                            Set Aside	81



 


		14.10	Governing
                                            Law; Severability	82



 


		14.11	Indemnification
                                            by Parent	82



 


		14.12	Forum
                                            Selection and Consent to Jurisdiction	83



 


		14.13	Waiver
                                            of Jury Trial	84



 


		14.14	Confidentiality	84



 


		14.15	USA
                                            PATRIOT Act Notice	85



 


		14.16	No
                                            Fiduciary or Implied Duties	85



 


		14.17	Judgment	86



 


		14.18	Most
                                            Favored Lender	86



 


		14.19	Effect
                                            of Amendment and Restatement of Existing Credit Agreement	87



 


		14.20	Acknowledgement
                                            Regarding Any Supported QFCs	87



 


		14.21	Acknowledgement
                                            and Consent to Bail-In of Affected Financial Institutions	87



 


		SECTION 15.	PARENT
                                            GUARANTY	88



 


		15.1	The
                                            Guaranty	88



 


		15.2	Insolvency	89



 


		15.3	Nature
                                            of Liability	89



 


		15.4	Independent
                                            Obligation	89



 


		15.5	Authorization	89



 


		15.6	Reliance	90



 


		15.7	Subordination	90



 






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		15.8	Waiver	90



 


		15.9	Nature
                                            of Liability	91



 


		15.10	Pari
                                            Passu Intercreditor Agreement and Collateral Documents	91



 






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SCHEDULES


 	SCHEDULE
                                1.1    	Pricing
    Schedule
	SCHEDULE
    2.1  	Term Loan
    Commitments
	SCHEDULE
    6.2.5    	Auction
    Procedures
	SCHEDULE
    9.8   	Subsidiaries
	SCHEDULE
    10.7    	Existing
    Debt
	SCHEDULE
    10.8    	Existing
    Liens
	SCHEDULE 14.3    	Addresses for Notices




 


EXHIBITS


 


	EXHIBIT A    	Form of
    Note (Section 3.1)
	EXHIBIT B     	Form of
    Compliance Certificate (Section 10.1.3)
	EXHIBIT C     	Form of
    Subsidiary Guaranty (Section 1)
	EXHIBIT D     	Form of
    Assignment Agreement (Section 14.8)
	EXHIBIT E	[Reserved]
	EXHIBIT F     	[Reserved]
	EXHIBIT G    	Form of
    Solvency Certificate (Section 11.2)
	EXHIBIT H     	Form of Tax Compliance
    Certificate (Section 7.7(e))



 






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AMENDED
AND RESTATED CREDIT AGREEMENT


 


This
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 14, 2021 (this “Agreement”) is entered into among Regal
Beloit Corporation, a Wisconsin corporation (the “Parent”), LAND NEWCO, INC., a Delaware corporation (the “Company”),
the Lenders (as defined herein) and JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative
agent.


 


WHEREAS,
the Company is party to the Credit Agreement dated as of May 14, 2021 among the Company, various financial institutions and JPMorgan,
as administrative agent (as amended, restated or otherwise modified from time to time prior to the Restatement Date, the “Existing
Credit Agreement”);


 


WHEREAS,
the Company wishes to amend and restate the Existing Credit Agreement to, among other things, (a) establish Parent as a party to
this Agreement and as a Guarantor and (b) make certain other changes as more fully set forth herein;


 


WHEREAS,
Parent agrees to join this Agreement as a party hereto, and from and after the Restatement Date (as defined below) agrees to be, and
shall be, bound by the terms and conditions of this Agreement; and


 


WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties
under the Existing Credit Agreement and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence
the obligations and liabilities of the Loan Parties outstanding under the Existing Credit Agreement on the Restatement Date (the “Existing
Obligations”) as contemplated hereby.


 


NOW,
THEREFORE, the parties hereto agree to amend and restate the Existing Credit Agreement as of the Restatement Date, and the Existing Credit
Agreement is hereby amended and restated in its entirety as follows:


 


SECTION 1.          DEFINITIONS.


 


1.1          Definitions.
When used herein the following terms shall have the following meanings:


 


“2011
Note Purchase Agreement” means the Note Purchase Agreement dated as of July 14, 2011 among Parent and the purchasers of
notes issued pursuant thereto.


 


“Acquisition”
means any transaction or series of related transactions (excluding any transaction or series of related transactions solely among Parent
and/or one or more of its Subsidiaries) for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition
of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any
Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person; provided that
Parent or a Subsidiary is the surviving entity.


 


“Acquisition
Debt” means Debt incurred in connection with an Acquisition.


 


“Administrative
Agent” means JPMorgan in its capacity as administrative agent for the Lenders hereunder and any successor thereto in such capacity.


 






     


     


    

 


“Administrative
Questionnaire” means an administrative questionnaire substantially in a form supplied by the Administrative Agent.


 


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


 


“Affected
Lender” means any Lender (a) that is a Defaulting Lender (or has become subject to any case or other proceeding in which
a Bail-In Action could reasonably be expected to be asserted against such Lender), a Non-Consenting Lender or a Disqualified Institution,
(b) that has given notice to the Company of (i) any obligation by the Company to pay any amount pursuant to Section 7.7
or 8.1 or (ii) the occurrence of any circumstances of the nature described in Section 8.2 or 8.3
or (c) that has a Participant that has given notice to the Company of any obligation by the Company to pay any amount pursuant
to Section 8.1.


 


“Affiliate”
of any Person means any other Person which, directly or indirectly, controls or is controlled by or is under common control with such
Person.


 


“Agent-Related
Persons” means the Administrative Agent and any successor administrative agent arising under Section 13.8, and
the Related Parties of the foregoing.


 


“Agreement”
- see the Preamble.


 


“Anti-Corruption
Laws” means all laws, rules and regulations of any jurisdiction applicable to Parent or its Subsidiaries from time to
time concerning or relating to bribery or corruption.


 


“Approved
Fund” means any Person (other than a natural person) that (a) 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 business and (b) is administered
or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers
or manages a Lender.


 


“Asset
Sale” means the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by Parent or any
of its Subsidiaries to any person other than Parent or any of its Subsidiaries of (i) a majority of the Voting Stock of any of the
Subsidiaries, (ii) substantially all of the assets of any division or line of business of Parent or any of its Subsidiaries or (iii) any
other assets (whether tangible or intangible) of Parent or any of its Subsidiaries (other than (a) inventory, cash and cash equivalents,
and excess, damaged, obsolete or worn out assets and (b) other assets sold in the ordinary course of business), excluding, under
each of the foregoing clauses (i), (ii) and (iii), assets and Equity Interests to the extent that the aggregate value of such assets
and Equity Interests sold in any Fiscal Year is equal to or less than the greater of (A) $150,000,000 and (B) 2.5% of consolidated
tangible assets (calculated as of the end of the most recently ended Fiscal Year).


 


“Assignee”
- see Section 14.8.1.


 


“Assignment
Agreement” - see Section 14.8.1.


 


“Auction”
- see Section 6.2.5.


 


“Auction
Manager” - see Section 6.2.5.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for
such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for
determining the length of an Interest


 






    2


    


    

 


Period
pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed
from the definition of “Interest Period” pursuant to clause (f) of Section 8.2.


 


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


 


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


 


“Bank
Financial Covenants” – see Section 10.6.


 


“Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Eurodollar Rate (Reserve Adjusted) for a Eurodollar Loan denominated
in Dollars with a one month Interest Period commencing on such day (or, if such day is not a Business Day, the immediately preceding
Business Day) plus 1.00%; provided that for the purpose of this definition, the Eurodollar Rate for any day shall be based on
the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately
11:00 am London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Eurodollar Rate
(Reserve Adjusted) shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Eurodollar
Rate (Reserve Adjusted), respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 8.2
(for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 8.2(b)), then
the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
For the avoidance of doubt, if the Base Rate as so determined would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes
of this Agreement.


 


“Base
Rate Loan” means any Loan which bears interest at or by reference to the Base Rate and is denominated in Dollars.


 


“Base
Rate Margin” – see Schedule 1.1.


 


“Benchmark”
means, initially, the Eurodollar Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in
Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the Eurodollar Rate or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has
replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 8.2.


 


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


 


(1) the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 






    3


    


    

 


(2) the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


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


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen
or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion;
provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence
of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark
Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement
Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).


 


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


 


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


 


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


 


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


 


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


 


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


 






    4


    


    

 


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


 


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


 


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


 


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


 


(2) in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein; or


 


(3) in
the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders
and the Company pursuant to Section 8.1(c); or


 


(4) in
the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to
the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date no-tice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in
Election from Lenders comprising the Required Lenders.


 


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


 


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


 






    5


    


    

 


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


 


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


 


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


 


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


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 8.2 and (y) ending at the
time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 8.2.


 


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


 


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


 


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


 


“Borrower
Materials” – see Section 10.1.


 


“Borrowing
Date” means the date on which the conditions set forth in Section 11.2 are satisfied (or waived in accordance herewith).


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to be closed
in New York, New York and. if such day relates to a


 






    6


    


    

 


Eurodollar
Loan denominated in Dollars, means any such day on which dealings in Dollar deposits are carried on in the applicable interbank eurodollar
market.


 


“Capital
Lease” means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal
property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.


 


“Change
in Law” means the occurrence, after the date of this Agreement (or, in the case of any Person that becomes a Lender after the
date of this Agreement, after the date such Person becomes a Lender), of any of the following: (a) the adoption or phase-in of any
applicable law, rule or regulation regarding capital adequacy or liquidity, or (b) any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation
or administration thereof, or (c) compliance by any Lender (or any Eurodollar Office of such Lender) or any Person controlling such
Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority,
central bank or comparable agency made or issued after the date of this Agreement; provided that notwithstanding anything herein
to the contrary, except to the extent they are merely proposed and not in effect, (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith by any Governmental Authority
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.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral
Documents” means, collectively, all agreements, instruments and documents executed in connection with this Agreement that are
intended to create, perfect or evidence Liens to secure the Obligations, executed by Parent or any of its Subsidiaries and delivered
to the Administrative Agent.


 


“Commitment”
means the Term Loan Commitments.


 


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


 


“Communications”
- see Section 10.1.6.


 


“Company”
- see the Preamble.


 


“Company
Acquisition” means the acquisition by Parent of the Company pursuant to the Company Merger Agreement.


 


“Company
Acquisition Closing Date” means the date of consummation of the Company Acquisition.


 


“Company
Merger Agreement” means that certain Agreement and Plan of Merger, dated as of February 15, 2021, among Rexnord Corporation,
Parent, the Company and Phoenix 2021, Inc.


 


“Company
Merger Agreement Representations” means the representations made by or on behalf of Rexnord Corporation and its subsidiaries
(including the Company) in the Company Merger Agreement as are material to the interests of the Lenders, but only to the extent that
(after giving effect to any applicable


 






    7


    


    

 


cure
provisions) Parent or any of its affiliates have the right to terminate Parent or its Subsidiaries’ obligations under the Company
Merger Agreement or to decline to consummate the Company Acquisition as a result of a breach of such representations in the Company Merger
Agreement


 


“Company
Merger Transactions” means the Internal Restructuring (as defined in the Separation Agreement), the Specified Dividend, the
Parent Dividend, the consummation of the Company Acquisition, the consummation of the transactions contemplated by the Separation Agreement,
the Company Merger Agreement, the Employee Matters Agreement (as defined in the Company Merger Agreement), the Real Estate Matters Agreement
(as defined in the Company Merger Agreement) and the Intellectual Property Matters Agreement (as defined in the Company Merger Agreement),
the payment of fees and expenses in connection with the foregoing and the financing of the foregoing with debt for borrowed money.


 


“Competitor”
means any competitor of Parent or any Subsidiary that is in one or more of the same or similar lines of business as Parent or any Subsidiary
designated in writing from time to time by the Company to the Administrative Agent.


 


“Computation
Period” means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.


 


“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
Net Income” means, with respect to Parent and its Subsidiaries for any period, the consolidated net income (or loss) of Parent
and its Subsidiaries for such period.


 


“Controlled
Group” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with Parent, are treated as a single employer under Section 414
of the Code or Section 4001 of ERISA.


 


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


 


“Covered
Entity” means any of the following:


 


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


 


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


 


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


 


“Covered
Party” – see Section 14.20.


 


“Credit
Extension” means the making of any Loan.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established
by the Administrative Agent in accordance with the conventions for


 






    8


    


    

 


this
rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided,
that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then
the Administrative Agent after consultation with the Company may establish another convention in its reasonable discretion.


 


“Debt”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, whether or not evidenced by bonds,
debentures, notes or similar instruments, (b) all obligations of such Person as lessee under Capital Leases which have been or should
be recorded as liabilities on a balance sheet of such Person, (c) all obligations of such Person to pay the deferred purchase price
of property or services (excluding (i) trade and similar accounts payable and accrued expenses in the ordinary course of business
and (ii) accrued pension costs and other employee benefit and compensation obligations arising in the ordinary course of business),
(d) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed
by such Person (it being understood that if such Person has not assumed or otherwise become personally liable for any such indebtedness,
the amount of the Debt of such Person in connection therewith shall be limited to the lesser of the face amount of such indebtedness
and the fair market value of all property of such Person securing such indebtedness), (e) all obligations, contingent or otherwise,
under letters of credit (whether or not drawn), but excluding trade letters of credit, and banker’s acceptances issued for the
account of such Person, (f) all Securitization Obligations of such Person, to the extent such obligations would be required to be
included on the consolidated balance sheet of Parent in accordance with GAAP, (g) the net obligations of such Person under Hedging
Agreements, (h) all Suretyship Liabilities of such Person with respect to obligations of the type described in any of the foregoing
clauses (a) through (g) and (i) all Debt of any partnership in which such Person is a general partner.
The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Swap Termination Value thereof as
of such date. If any of the foregoing Debt is limited to recourse against a particular asset or assets of such Person, the amount of
the corresponding Debt shall be equal to the lesser of the amount of such Debt and the fair market value of such asset or assets at the
date for determination of the amount of such Debt. The amount of Debt of Parent and its Subsidiaries hereunder shall be calculated without
duplication of Suretyship Liabilities of Parent or any Subsidiary in respect thereof. “Debt” shall not include (1) indebtedness
owing to Parent by any Subsidiary or indebtedness owing to any Subsidiary by Parent or another Subsidiary, (2) any customary earnout
or holdback in connection with Acquisitions permitted hereunder, (3) any obligations of Parent or its Subsidiaries in respect of
customer advances received and held in the ordinary course of business, (4) performance bonds or performance guaranties (or bank
guaranties or letters of credit in lieu thereof) entered into in the ordinary course of business, (5) indebtedness that has been
defeased and/or discharged in accordance with its terms by the deposit of cash, cash equivalents and/or securities or (6) interest,
fees, premium or expenses, if any, relating to the principal amount of Debt.


 


“Debt
Ratings” means as of any date of determination, the public corporate credit or family ratings of Parent as determined by S&P
or Moody’s, as the case may be.


 


“Declined
Proceeds” - see Section 6.2.4(b).


 


“Declining
Proceeds Lender” - see Section 6.2.4(b).


 


“Default
Rate” – see Section 4.1.1.


 


“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.


 


“Defaulting
Lender” means, subject to Section 2.10, 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


 






    9


    


    

 


hereunder
unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s
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 Company or the Administrative Agent in writing that it does not intend or expect to comply with all or any portion of its funding
obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that
effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such
position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together
with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has
failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing in a manner
satisfactory to the Administrative Agent and the Company that it will comply (and is financially able to comply) with its prospective
funding obligations hereunder; provided that any Lender that has failed to give such timely confirmation shall cease to be a Defaulting
Lender under this clause (c) upon the delivery of such confirmation, (d) has, or has a direct or indirect parent company that
has, become the subject of a Bail-In Action, or (e) has, or has a direct or indirect parent company that has, (i) become the
subject of a bankruptcy, insolvency or similar proceeding, 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 such 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 made in good faith by the Administrative Agent that a Lender is
a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest
error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.10) upon delivery of written notice
of such determination to the Company and each Lender.


 


“Designated
Debt” means “Debt” as defined in the Note Purchase Agreements.


 


“Disqualified
Institutions” means (a) Competitors and Affiliates of such Competitors, in each case identified by legal name in writing
by the Company to the Administrative Agent at any time prior to the Effective Date, (b) Competitors and Affiliates of such Competitors,
in each case identified by legal name in writing by the Company to the Administrative Agent from time to time after the Effective Date
and (c) any Person that (i) is clearly identifiable as an Affiliate of a Competitor solely by similarity of such Affiliate’s
name and (ii) is not a bona fide debt investment fund that is an Affiliate of such Competitor; provided that no addition
to the list of Competitors or Disqualified Institutions shall become effective until the third Business Day after delivery thereof to
the Administrative Agent at JPMDQ_Contact@jpmorgan.com and
the posting of such addition to the Lenders and any such addition shall not apply retroactively to disqualify any Persons that have previously
acquired an assignment or participation interest in the Loans (but solely with respect to such assignments and participation interests).
It is understood and agreed that (i) the Administrative Agent shall have no responsibility or liability to determine or monitor
whether any Lender or potential Lender is a Disqualified Institution, (ii) the Company’s failure to deliver such list (or
supplement thereto) to JPMDQ_Contact@jpmorgan.com shall render such list (or supplement) not
received and not effective and (iii) “Disqualified Institution” shall exclude any Person that the Company has designated
as no longer being a “Disqualified Institution” by


 






    10


    


    

 


written
notice delivered to the Administrative Agent from time to time at JPMDQ_Contact@jpmorgan.com.


 


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


 


“Dollar
Equivalent” of any amount means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such
amount, (b) if such amount is denominated in any currency other than Dollars and is capable of determination pursuant to this clause
(b), the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of the Dollars with such
currency in the London foreign exchange market at or about 11:00 a.m. (London time or, if applicable, New York City time) on the
date of such determination as displayed by ICE Data Services as the “ask price”, or as displayed on such other information
service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available,
the equivalent of such amount in Dollars as determined by the Administrative Agent using any reasonable method of determination it deems
appropriate in its reasonable discretion) and (c) if such amount is denominated in any currency other than Dollars and is not capable
of determination pursuant to clause (b) above, the equivalent of such amount in Dollars as determined by the Administrative
Agent using any reasonable method of determination it deems appropriate in its reasonable discretion.


 


“Domestic
Subsidiary” means a Subsidiary organized under the laws of (a) the United States or any political subdivision thereof,
or any agency, department or instrumentality thereof, or (b) any state of the United States.


 


“Early
Opt-in Election” means, if the then-current Benchmark is the Eurodollar Rate, the occurrence of:


 


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


 


(2)           the
joint election by the Administrative Agent and the Company to trigger a fallback from the Eurodollar Rate and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


“EBITDA”
means, for any period, Consolidated Net Income for such period plus, in each case (other than with respect to clause (h) below)
to the extent deducted in determining such Consolidated Net Income but without duplication:


 


		(a)	Interest
                                            Expense, amortization or write-off of debt discount and debt issuance costs and commissions,
                                            discounts and other fees and charges associated with Debt (including the Loans), and commissions,
                                            discounts and other fees and charges with respect to letters of credit, bankers’ acceptance
                                            financing and Permitted Securitizations,



 


		(b)	taxes
                                            on or measured by income,



 


		(c)	depreciation
                                            and amortization expense,



 


		(d)	charges,
                                            expenses, losses and other deductions that, in each case, are non-cash,



 






    11


    


    

 


		(e)	fees,
                                            costs, expenses, make-whole or penalty payments and other similar items arising out of (i) Permitted
                                            Acquisitions, (ii) investments and dispositions permitted by this Agreement, (iii) any
                                            incurrence, issuance, repayment or refinancing of Debt permitted by this Agreement and (iv) any
                                            issuance of Equity Interests not prohibited by this Agreement,



 


		(f)	the amount
                                            of “net income attributable to noncontrolling interests, net of tax” (as such
                                            term is used in Parent’s financial statements referred to in Section 9.4),



 


		(g)	unusual
                                            or non-recurring charges, expenses, losses or other deductions (including, whether or not
                                            otherwise includable as a separate item in the statement of such Consolidated Net Income
                                            for such period, losses on sales of assets outside of the ordinary course of business); provided
                                            that the aggregate amount of all unusual or non-recurring charges, expenses, losses or
                                            other deductions added back in reliance on this clause (g) in any four-Fiscal
                                            Quarter period, when aggregated with all amounts added back in reliance on clauses (h),
                                            (i) and (j)(x) below for such four-Fiscal Quarter period, shall not
                                            exceed 15% of EBITDA for such four-Fiscal Quarter period (calculated before giving effect
                                            to any such addbacks and adjustments),



 


		(h)	synergies
                                            and cost-savings of Parent and its Subsidiaries related to operational changes, restructuring,
                                            reorganizations, operating expense reductions, operating improvements and similar restructuring
                                            initiatives relating to an Acquisition (it being understood any such increases pursuant to
                                            this clause (h) shall only be available subject to the consummation of such Acquisition
                                            and not in contemplation thereof), in each case, that are set forth in a certificate of an
                                            Executive Officer of Parent and are factually supportable (in the good faith determination
                                            of Parent, as certified in the applicable certificate) and are reasonably anticipated by
                                            Parent in good faith to be realized within 24 months following the completion of such Acquisition
                                            (in each case calculated for the applicable period on a pro forma basis as if the synergies
                                            and cost-savings with respect to such period had been realized on the first day of such period,
                                            and net of the amount of actual benefits realized during such period from such actions to
                                            the extent already included in Consolidated Net Income for such period); provided
                                            that the aggregate amount of all synergies and cost savings added back in reliance on this
                                            clause (h) in any four-Fiscal Quarter period, when aggregated with all amounts
                                            added back in reliance on clauses (g) above, (i) and (j)(x) below
                                            for such four-Fiscal Quarter period, shall not exceed 15% of EBITDA for such four-Fiscal
                                            Quarter period (calculated before giving effect to any such addbacks and adjustments),



 


		(i)	costs,
                                            charges, accruals, reserves or expenses attributable to the undertaking and/or implementation
                                            of cost savings, operating expense reductions, synergies, integration, reconstruction, decommissioning,
                                            recommissioning or reconfiguration of fixed assets for alternative uses, facilities opening
                                            and pre-opening, business optimization and restructuring costs, charges, accruals, reserves
                                            and expenses (including inventory optimization programs, software development costs, costs
                                            related to the closure or consolidation of facilities, curtailments, consulting fees, signing
                                            costs, retention or completion bonuses, expansion and relocation expenses, severance payments,
                                            modifications to pension and post-retirement employee benefit plans, new systems design and
                                            implementation costs and project startup costs); provided that (x) such costs,
                                            charges, accruals, reserves or expenses are set forth in a certificate of an Executive Officer
                                            of Parent and are factually supportable (in the good faith determination of Parent as certified
                                            in the applicable certificate) and (y) the aggregate amount of all costs, charges, accruals,
                                            reserves or expenses added back in reliance on this clause (i) in any four-Fiscal
                                            Quarter period, when aggregated with all amounts added back in reliance on clauses (g) and
                                            (h) above and (j)(x) below for such four-Fiscal Quarter period, shall
                                            not exceed 15% of EBITDA for such four-Fiscal Quarter period (calculated before giving effect
                                            to any such addbacks and adjustments), and



 






    12


    


    

 


		(j)	fees,
                                            costs, expenses and losses from (x) restructurings, (y) casualty and condemnation
                                            events to the extent covered by insurance and expected to result in insurance proceeds of
                                            at least the amount added back and (z) discontinued operations; provided that
                                            the aggregate amount of all fees, costs, expenses and losses added back in reliance on clause
                                            (j)(x) in any four-Fiscal Quarter period, when aggregated with all amounts added
                                            back in reliance on clauses (g), (h) and (i) above for such
                                            four-Fiscal Quarter period, shall not exceed 15% of EBITDA for such four-Fiscal Quarter period
                                            (calculated before giving effect to any such addbacks and adjustments)



 


minus,
in each case to the extent included in determining such Consolidated Net Income, but without duplication:


 


(x) non-cash
income for such period (excluding the accrual of revenue in accordance with GAAP),


 


(y) unusual
or non-recurring income or gains for such period (including, whether or not otherwise includable as a separate item in the statement
of such Consolidated Net Income for such period, income or gains on sales of assets outside of the ordinary course of business), and


 


(z) income
and gains for such period relating to discontinued operations (but if such earnings are classified as discontinued due to the fact that
they are subject to an agreement to dispose of such operations, such earnings shall be excluded in the calculation of EBITDA only when
and to the extent such operations are actually disposed of).


 


“EEA
Financial Institution” means (a) any institution 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 institution established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


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


 


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


 


“Effective
Date” means May 14, 2021.


 


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


 


“Environmental
Claims” means all claims, litigation, proceedings, government investigations, however asserted, by any Governmental Authority
or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release of Hazardous Substances
or injury to the environment.


 


“Environmental
Laws” means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together
with all administrative orders, directed and enforceable duties, licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case relating to environmental matters.


 






    13


    


    

 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder
thereof to purchase or acquire any such equity interest.


 


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


 


“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.


 


“Eurocurrency
Reserve Percentage” means, for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum
rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency
reserves) under any regulations of the FRB or other Governmental Authority having jurisdiction with respect thereto dealing with reserve
requirements prescribed for eurocurrency funding (including those referred to as “Eurocurrency Liabilities” in Regulation
D of the FRB) by member bank subject to the rules and regulations of the Federal Reserve System or such other Governmental Authority.


 


“Eurodollar
Loan” means any Loan which bears interest at a rate determined by reference to the Eurodollar Rate (Reserve Adjusted).


 


“Eurodollar
Margin” - see Schedule 1.1.


 


“Eurodollar
Office” means with respect to any Lender the office or offices of such Lender which shall be making or maintaining the Eurodollar
Loans of such Lender hereunder or, if applicable, such other office or offices through which such Lender determines the Eurodollar Rate.
A Eurodollar Office of any Lender may be, at the option of such Lender, either a domestic or foreign office.


 


“Eurodollar
Rate” means, with respect to any Eurodollar Loan for any Interest Period, the London interbank offered rate as administered
by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such currency for a period
equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or, in the event such rate
does not appear on any of such applicable Reuters pages, on any successor or substitute page on such screen that displays such rate,
or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion; the “LIBO Screen Rate”) as of the Specified Time on the Quotation Day for such
Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement; provided, further, that, if the LIBO Screen Rate shall not be available at such time for such Interest
Period (an “Impacted Interest Period”) with respect to the applicable currency, then the Eurodollar Rate shall be
the Interpolated Rate at such time; provided, further, that if the Interpolated Rate shall be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement; provided further that all of the foregoing shall be subject to Section 8.2(a).


 


“Eurodollar
Rate (Reserve Adjusted)” means, with respect to any Eurodollar Loan for any Interest Period, a rate per annum determined pursuant
to the following formula:


 


Eurodollar
Rate (Reserve Adjusted)           =                     Eurodollar
                     Rate                       


1-
Eurocurrency Reserve Percentage


 






    14


    


    

 


; provided
that that if the Eurodollar Rate (Reserve Adjusted) would otherwise be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement.


 


“Event
of Default” means any of the events described in Section 12.1.


 


“Excluded
Subsidiary” means (a) each Securitization Subsidiary, (b) each Subsidiary having assets with a value of less than
$10,000,000, (c) any Subsidiary that is prohibited by applicable law or contract existing on the Borrowing Date (or, in the case
of any newly formed or acquired Subsidiary, in existence at the time of formation or acquisition thereof but not entered into in contemplation
hereof) from guaranteeing the obligations hereunder or if guaranteeing the obligations hereunder would require governmental (including
regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained or,
if reasonably requested by the Administrative Agent, is obtained after commercially reasonable efforts to obtain the same), (d) any
other Subsidiary with respect to which, in the reasonable judgment of the Company in consultation with the Administrative Agent, guaranteeing
the obligations hereunder would result in material adverse tax consequences, (e) any other Subsidiary with respect to which the
Administrative Agent and the Company reasonably agree that the burden or cost or other consequences of providing a guarantee of the obligations
hereunder shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (f) any Domestic Subsidiary substantially
all of the assets of which consist of the Equity Interests of one or more Foreign Subsidiaries that are “controlled foreign corporations”
within the meaning of Section 957 of the Code, (g) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign
Subsidiary, (h) any captive insurance subsidiaries, (i) any registered not-for-profit Subsidiary, and (j) any joint ventures
if guaranteeing the obligations hereunder would require third party (other than Parent and its Subsidiaries) consent, approval, license
or authorization, unless such consent, approval, license or authorization has been obtained or, if reasonably requested by the Administrative
Agent, is obtained after commercially reasonable efforts to obtain the same.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion
of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation
(or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures
Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any
reason to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder,
at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective
with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of
such Guarantor as specified in any agreement between the relevant Loan Parties and counterparty applicable to such Swap Obligations,
and agreed by the Administrative Agent. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is
or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a 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 its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes, (b) Taxes attributable to such Lender’s failure to comply with Section 7.7(e) and
(c) any withholding Taxes imposed pursuant to or in connection with FATCA.


 


“Executive
Officer” means the chief financial officer, the chief executive officer, the president or any vice president of Parent or Company,
as applicable.


 






    15


    


    

 



 


“Exemption
Representation” – see Section 7.7(c).


 


“Existing
Credit Agreement” – see the Preamble.


 


“Existing
Loan Documents” means the “Loan Documents” as defined in the Existing Credit Agreement.


 


“Existing
Obligations” – see the Preamble.


 


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


 


“FCA”
- see Section 1.4.


 


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


 


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


 


“Fiscal
Year” means the fiscal year of Parent and its Subsidiaries, which period shall be the 52- or 53-week fiscal year ending on
the Saturday closest to December 31 of each year or, at Parent’s election, the calendar year (so long as such election is
consistent with Parent’s filings with the SEC).


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Eurodollar Rate.


 


“Foreign
Lender” means a Lender that is not a U.S. Person.


 


“Foreign
Subsidiary” means each Subsidiary of Parent other than any Domestic Subsidiary.


 


“FRB”
means the Board of Governors of the Federal Reserve System or any successor thereto.


 


“Funded
Debt” means all Debt of Parent and its Subsidiaries, excluding (i) contingent obligations in respect of undrawn letters
of credit, bank guarantees and banker’s acceptances and Suretyship Liabilities in respect of obligations not constituting Debt,
(ii) Hedging Obligations, (iii) Securitization Obligations to the extent such obligations would not be required to be included
on the consolidated balance sheet of Parent in accordance with GAAP and (iv) obligations to pay the deferred purchase price of services.


 


“Funded
Debt to EBITDA Ratio” means, for any Computation Period, the ratio of (i) Funded Debt as of the last day of such Computation
Period net of the lesser of (x) unrestricted cash and cash equivalents on hand of Parent and its Subsidiaries in excess of $50,000,000
and (y) $300,000,000 to (ii) EBITDA for such Computation Period.


 






    16


    


    

 


“GAAP”
means generally accepted accounting principles in the United States of America, which are applicable to the circumstances as of the date
of determination; provided that, with respect to the financial statements of Foreign Subsidiaries (except to the extent included
in the consolidated financial statements of Parent), “GAAP” shall mean the generally accepted accounting principles
in the relevant foreign jurisdiction which are set forth from time to time in the opinions and pronouncements of the applicable accounting
standards board (or similar agency) of such foreign jurisdiction which are applicable to the circumstances as of the date of determination.


 


“Governmental
Authority” means (a) any nation or government, any state or other political subdivision thereof, any central bank (or
similar monetary or regulatory authority) thereof and any entity exercising executive, legislative, judicial, regulatory or administrative
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 financial accounting or regulatory capital rules or standards (including the Financial
Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or
similar authority to any of the foregoing) and (b) the National Association of Insurance Commissioners.


 


“Group”
- see Section 2.2.1.


 


“Guaranteed
Creditors” means and includes the Administrative Agent and the Lenders.


 


“Guarantor”
means Parent and each of the Subsidiary Guarantors.


 


“Hazardous
Substances” means any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substance as defined by 42 U.S.C.
 §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) or any toxic substance, oil or hazardous material
or other chemical or substance regulated by any Environmental Law.


 


“Hedging
Agreement” means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other
agreement or arrangement designed to protect against fluctuations in interest rates, currency exchange rates or commodity prices.


 


“Hedging
Obligations” means, with respect to any Person, all liabilities of such Person under Hedging Agreements.


 


“Honor
Date” - see Section 2.3.3.


 


“Impacted
Interest Period” – see “Eurodollar Rate”.


 


“Incorporated
Covenants” - see Section 14.18.


 


“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 the Company under any Loan Document and (b) to the extent not otherwise described in clause (a) above,
Other Taxes, other than Excluded Taxes.


 


“Intercreditor
Agreement” means the Intercreditor Agreement dated as of August 23, 2007 among various creditors of Parent and its Subsidiaries
and Bank of America, N.A., as Designated Agent.


 


“Interest
Coverage Ratio” means, for any Computation Period, the ratio of (a) EBITDA for such Computation Period to (b) Interest
Expense for such Computation Period.


 






    17


    


    

 


“Interest
Expense” means, for any Computation Period, the consolidated interest expense of Parent and its Subsidiaries for such Computation
Period to the extent paid or payable in cash (net of cash payments received in respect of interest rate hedging transactions under Hedging
Agreements).


 


“Interest
Period” means, for any Eurodollar Loan, the period commencing on the date such Loan is borrowed or continued as, or converted
into, a Eurodollar Loan and ending on the date one week (if available) or one, three or six months thereafter (or such other period (including
twelve months) as the Company may request and all Lenders may agree) as selected by the Company pursuant to Section 2.2.2
or 2.2.3; provided that:


 


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


 


(ii)           any
Interest Period (other than an Interest Period of one week) that begins 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


 


(iii)           the
Company may not select any Interest Period which would extend beyond the Term Loan Maturity Date.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the
LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error)
to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate (for the longest period
for which that LIBO Screen Rate is available in the applicable currency) that is shorter than the Impacted Interest Period and (b) the
LIBO Screen Rate (for the shortest period for which that LIBO Screen Rate is available for the applicable currency) that exceeds the
Impacted Interest Period, in each case, as of the Specified Time on the Quotation Day for such Interest Period. When determining the
rate for a period which is less than the shortest period for which the LIBO Screen Rate is available, the LIBO Screen Rate for purposes
of clause (a) above shall be deemed to be the overnight rate for the applicable currency determined by the Administrative Agent
from such service as the Administrative Agent may select.


 


“IRS”
means the Internal Revenue Service, and any Governmental Authority succeeding to any of its principal functions under the Code.


 


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


 


“JPMorgan”
- see the Preamble.


 


“Lead
Arrangers” means JPMorgan and Barclays Bank PLC in their capacities as the joint arrangers of, and joint bookrunners for, the
facilities hereunder.


 


“Lender”
means, collectively, each bank, financial institution and other lender party hereto that holds a Commitment or a Loan, including each
assignee that shall become a party hereto pursuant to Section 14.8.


 






    18


    


    

 


“Lender
Related Parties” means, with respect to any Lender, (a) any controlling Person or controlled Affiliate of such Lender,
(b) the respective directors, officers or employees of such Lender or any of its controlling Persons or controlled Affiliates and
(c) the respective agents of such Lender or any of its controlling Persons or controlled Affiliates, in the case of this clause
(c), acting on behalf of, or at the express instructions of, such Lender, controlling Person or controlled Affiliate.


 


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


 


“LIBO
Screen Rate” – see the definition of “Eurodollar Rate”.


 


“LIBOR”
 – has the meaning assigned to such term in Section 1.4.


 


“Lien”
means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or
being purchased or acquired by such Person which secures payment or performance of any obligation and shall include any mortgage, lien,
encumbrance, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise,
excluding the interest of a lessor under an operating lease.


 


“Limited
Condition Acquisition” means any Permitted Acquisition or other similar investment by Parent and/or one or more of its Subsidiaries
permitted by this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing and
which is designated as a Limited Condition Acquisition to the Administrative Agent by the prior written election of the Company.


 


“Loan”
means a Term Loan.


 


“Loan
Document” means this Agreement, the Notes and the Subsidiary Guaranty.


 


“Loan
Parties” means Parent, the Company and the Subsidiary Guarantors, and “Loan Party” means any of them.


 


“Local
Time” means New York City time.


 


“Margin
Stock” means any “margin stock” as defined in Regulation U of the FRB.


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, assets, liabilities
(actual or contingent), operations or condition (financial or otherwise) of Parent and its Subsidiaries taken as a whole or (b) a
material adverse effect upon the legality, validity, binding effect or enforceability against the Company or any other Loan Party of
any Loan Document.


 


“MNPI”
means material non-public information with respect to Parent or any of its Subsidiaries, or the respective securities of any of the foregoing,
as determined by Parent in its sole discretion.


 


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


 


“Multiemployer
Pension Plan” means a multiemployer plan, as such term is defined in Section 4001(a)(3) of ERISA, and to which Parent
or any member of the Controlled Group may have any liability.


 


“Net
Cash Proceeds” means, (x) with respect to any Asset Sale, the aggregate cash proceeds (including cash proceeds received
by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received
by Parent or any Subsidiary pursuant to


 






    19


    


    

 


such
sale, net of (a) the direct costs relating to such sale (including sales commissions and legal, accounting and investment banking
fees), (b) taxes paid or reasonably estimated by Parent to be payable as a result thereof (after taking into account any available
tax credits or deductions and any tax sharing arrangements), (c) the amount of any reserve established in accordance with GAAP in
respect of (i) the sale price of the asset subject to such sale or (ii) liabilities associated with such asset that are retained
by the Company or such other Loan Party and (d) amounts required to be applied to the repayment of any Debt secured by a Lien on
the asset subject to such sale; and (y) with respect to any issuance or incurrence of Debt by Parent or any Domestic Subsidiary
(other than Debt not prohibited by Section 10.7 hereof), the cash proceeds thereof, net of all taxes and customary fees,
commissions, costs and other expenses incurred in connection therewith.


 


“Non-Consenting
Lender” - see Section 14.1.


 


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


 


“Non-Use
Fee Rate” means, as of any date of determination 0.15% per annum.


 


“Note”
- see Section 3.1.


 


“Note
Purchase Agreements” means (a) the 2011 Note Purchase Agreement and (b) any other Note Purchase Agreement (as defined
in the Intercreditor Agreement) entered into after January 30, 2015.


 


“Noteholders”
means any institutional investor that purchases one or more Senior Notes issued by Parent pursuant to any Note Purchase Agreement.


 


“Notes
Financial Covenants” – see Section 10.6.


 


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


 


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


 


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


 


“Obligations”
means the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the principal and interest
(whether such interest is allowed as a claim in a bankruptcy proceeding with respect to the Company or otherwise) of each Loan made under
this Agreement to the Company, together with all other obligations (including obligations which, but for the automatic stay under Section 362(a) of
the United States Bankruptcy Code, would become due) and liabilities (including indemnities, fees and interest thereon) of the Company
to the Administrative Agent or any Lender now existing or hereafter incurred under, arising out of or in connection with this Agreement
or any other Loan Documents and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents
by the Company.


 






    20


    


    

 


“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, engaged in any other transaction pursuant to or enforced
any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from
any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of
a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 8.7.


 


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


 


“Parent”
- see the Preamble.


 


“Parent
Acquisition Debt” means Debt of Parent in an aggregate amount not to exceed $2,126,000,000 incurred to finance the Parent Dividend.


 


“Parent
Debt” means the Parent Acquisition Debt and Parent Existing Debt.


 


“Parent
Dividend” means the payment of cash dividends to stockholders of Parent in accordance with the Company Merger Agreement within
10 Business Days following the Company Acquisition Closing Date.


 


“Parent
Existing Credit Agreement” means the Amended and Restated Credit Agreement, dated as of
August 27, 2018 (as amended by the First Amendment, dated as of March 17, 2021 and as may be further amended, restated, amended
and restated, supplemented or otherwise modified from time to time), among Parent, the various subsidiaries party thereto, JPMorgan,
as administrative agent, and the lenders from time to time party thereto.


 


“Parent
Existing Debt” means Debt of Parent incurred under the Parent Existing Credit Agreement from time to time.


 


“Pari
Passu Intercreditor Agreement” means an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative
Agent, among the Administrative Agent, the Loan Parties and each collateral agent or trustee for the holders of any secured Debt incurred
pursuant to Section 10.7(p).


 


“Participant”
- see Section 14.8.2.


 


“Participant
Register” – see Section 14.8.2.


 


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


 


“Payment”
 – see Section 13.5.


 






    21


    


    

 


“Payment
Notice” – see Section 13.5.


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.


 


“Pension
Plan” means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title
IV of ERISA (other than a Multiemployer Pension Plan), and to which Parent or any member of the Controlled Group may have any liability,
including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.


 


“Permitted
Acquisition” means any Acquisition by Parent or a Subsidiary which satisfies each of the following requirements: (a) subject
to the Limited Condition Acquisition provisions in Section 1.3, no Event of Default or Unmatured Event of Default has occurred
and is continuing at the time of, or immediately after giving effect to, such Acquisition; (b) the Person to be acquired is in,
or the assets to be acquired are for use in, the same or a similar line of business as Parent and its Subsidiaries or a reasonable extension
thereof; (c) if the aggregate consideration to be paid by Parent and its Subsidiaries in connection with such Acquisition (including
Debt assumed, but excluding capital stock of Parent or any Subsidiary) exceeds $400,000,000, the Company shall have delivered to the
Administrative Agent a certificate demonstrating that, after giving effect to such Acquisition, the Company will be in pro forma compliance
with the covenants in Section 10.6; and (d) in the case of the Acquisition of a Person, the Board of Directors (or equivalent
governing body) of the Person being acquired shall have approved such Acquisition.


 


“Permitted
Securitization” means any program providing for (a) the direct or indirect sale, contribution and/or transfer to a Securitization
Subsidiary, in one or more related and substantially concurrent transactions, of accounts receivable, general intangibles, chattel paper
or other financial assets (including rights in respect of capitalized leases) and related rights of Parent or any Subsidiary in transactions
intended to constitute (and opined by nationally-recognized outside legal counsel in connection therewith to constitute) true sales or
true contributions to such Securitization Subsidiary and (b) the provision of financing secured by the assets so sold, contributed
and/or transferred, whether in the form of secured loans or the acquisition of undivided interests in such assets.


 


“Person”
means any natural person, corporation, partnership, trust, limited liability company, association, Governmental Authority or unit, or
other entity, whether acting in an individual, fiduciary or other capacity.


 


“Plan
Asset Regulation” means the U.S. Department of Labor regulation located at 29 C.F.R. Section 2510.3-101, or any successor
regulation thereto, as in effect at the time of reference, as modified by Section 3(42) of ERISA.


 


“Plan
Assets” means “plan assets” as defined in the Plan Asset Regulation.


 


“Prepayment
Event” means (i) any Asset Sale and (ii) any issuance or incurrence of Debt by Parent or any of its Domestic Subsidiaries
that is not permitted hereunder.


 


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


 






    22


    


    

 


shall be effective from and including
the date such change is publicly announced or quoted as being effective.


 


“Principal
Lending Agreement” - see Section 14.18.


 


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


 


“Public
Lender” - see Section 10.1.6.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC
Credit Support” – see Section 14.20.


 


“Quotation
Day” means with respect to any Eurodollar Loan for any Interest Period, two Business Days prior to the commencement of such
Interest Period.


 


“Recipient”
means (a) the Administrative Agent and (b) any Lender.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Eurodollar Rate, 11:00
a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark
is not the Eurodollar Rate, the time determined by the Administrative Agent in its reasonable discretion.


 


“Parent
Term Facility” means a new bridge or term facility for Parent the proceeds of which are used to finance the Parent Dividend.


 


“Register”
 – see Section 14.8.1.


 


“Rejection
Notice” - see Section 6.2.4(b).


 


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


 


“Relevant
Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal
Reserve Board or the NYFRB, or any successor thereto.


 


“Remainco
Refinancing” means the repayment, prepayment, repurchase, redemption or other amendment of the Remainco Debt Facilities (as
defined in the Company Merger Agreement) so that the consummation of the Company Merger Transactions will not result in a breach thereof
or a default or event of default thereunder and the consummation of the Lien and Guarantee Release (as defined in the Company Merger
Agreement).


 


“Required
Lenders” means, at any time, Lenders having outstanding Loans and unused Commitments representing a majority of the sum of
the outstanding Loans and unused Commitments at such time.


 


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


 






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“Restatement
Date” means the date on which the conditions set forth in Section 11.3 are satisfied (or waived in accordance herewith).


 


“S&P”
means Standard & Poor’s Ratings Services and any successor thereto.


 


“Same
Day Funds” means with respect to disbursements and payments in Dollars, immediately available funds.


 


“Sanctions”
 – see Section 9.18.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securitization
Obligations” means the aggregate investment or claim (as opposed to the value of the underlying assets subject to the applicable
Permitted Securitization) held at any time by all purchasers, assignees or transferees of (or of interests in), or holders of obligations
that are supported or secured by, accounts receivable, general intangibles, chattel paper or other financial assets (including rights
in respect of capitalized leases) and related rights of Parent or any Subsidiary in connection with Permitted Securitizations.


 


“Securitization
Subsidiary” means a special purpose, bankruptcy remote, directly or indirectly wholly-owned Subsidiary of Parent that is formed
for the sole and exclusive purpose of engaging in activities in connection with the purchase, contribution, transfer, sale and financing
of assets and related rights in connection with and pursuant to one or more Permitted Securitizations.


 


“Senior
Notes” means any note issued pursuant to a Note Purchase Agreement.


 


“Separation
Agreement” means the Separation and Distribution Agreement, dated as of February 15, 2021, among Rexnord Corporation,
Parent and the Company.


 


“Significant
Subsidiary” means, at any time, any Subsidiary having (a) assets (after intercompany eliminations) with a value not less
than 10% of the total value of the consolidated assets of Parent and its Subsidiaries, taken as a whole, or (b) revenues (after
elimination of intercompany revenues) not less than 10% of the consolidated revenues of Parent and its Subsidiaries, taken as a whole,
in each case for, or as of the end of, the most recently ended Computation Period, as the case may be.


 


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


 


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


 


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


 


“Specified
Dividend” means the payment by the Company of a special cash dividend to Rexnord Corporation or a subsidiary thereof prior
to the spin-off of the Company from Rexnord Corporation.


 






    24


    


    

 


“Specified
Representations” means each of the representations made by the Company or its Subsidiaries set out in Sections 9.1(a),
9.2(a), 9.3, 9.10, 9.11, 9.17(a)(with respect to use of proceeds not violating such Section), 9.18(a)(with
respect to use of proceeds not violating such Section), 9.19 and 9.21.


 


“Specified
Time” means 11:00 a.m. (London time).


 


“Subject
Agreement” - see Section 14.18.


 


“Subordinated
Debt” means any Debt of Parent or any Subsidiary that (a) is subordinated to the obligations of Parent and its Subsidiaries
under the Loan Documents in a manner approved in writing by the Required Lenders and (b) has (i) no amortization prior to the
date that is at least 91 days after the Term Loan Maturity Date, (ii) financial covenants and events of default (and related definitions)
that are reasonably acceptable to the Required Lenders and (iii) no limitation on senior Debt (or any guaranty thereof) that is
unacceptable to the Required Lenders in their reasonable discretion.


 


“Subsidiary”
means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person and/or
its other Subsidiaries own, directly or indirectly, such number of outstanding shares or other ownership interests as have more than
50% of the ordinary voting power for the election of directors or other managers of such entity. Unless the context otherwise requires,
each reference to Subsidiaries herein shall be a reference to Subsidiaries of Parent.


 


“Subsidiary
Guarantor” means, at any time, each Subsidiary that has executed a counterpart of the Subsidiary Guaranty at or prior to such
time (or is required to execute a counterpart of the Subsidiary Guaranty at such time), excluding any such Person which has been released
from its obligations under the Subsidiary Guaranty in accordance with the terms hereof.


 


“Subsidiary
Guaranty” means, collectively, the Subsidiary Guaranty, as amended, restated or otherwise modified from time to time and each
guaranty executed by any other Subsidiary with respect to the obligations of the Company under the Loan Documents substantially in the
form of Exhibit C.


 


“Supported
QFC” – see Section 14.20.


 


“Suretyship
Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or
is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds
to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability
of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or
other distributions upon the shares of any other Person. The amount of any Person’s obligation in respect of any Suretyship Liability
shall (subject to any limitation set forth therein) be deemed to be equal to the lesser of (i) the stated or determinable amount
of the related primary obligation, or portion thereof, in respect of which such Suretyship Liability is incurred or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof, and (ii) the stated amount of such Suretyship Liability.


 


“Swap”
means any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity
Exchange Act.


 


“Swap
Obligation” means, with respect to any person, any obligation to pay or perform under any Swap.


 






    25


    


    

 


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


 


“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
Lender” means a Lender with an outstanding Term Loan.


 


“Term
Loan Commitment” means, as to any Lender, its obligation to make a Term Loan to the Company on the Borrowing Date, expressed
as an amount representing the maximum principal amount of the Term Loans to be made by such Lender hereunder, as such Commitment may
be changed from time to time pursuant to Section 6. The initial amount of such Lender’s Term Loan Commitment is set
forth opposite such Lender’s name in Part A of Schedule 2.1 under the heading “Term Loan Commitment”. The
initial aggregate amount of the Term Loan Commitments is $486,827,669. As of the Restatement Date, the Term Loan Commitments are $0.


 


“Term
Loan Maturity Date” means August 25, 2023.


 


“Term
Loans” - see Section 2.1.1.


 


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


 


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


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent after consultation with the Company that (a) Term
SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible
for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred
resulting in a Benchmark Replacement in accordance with Section 8.2 that is not Term SOFR.


 


“Trade
Date” – see Section 14.8.3(a).


 


“Transactions”
means the execution and delivery by the Loan Parties of this Agreement, the performance by the Loan Parties of their obligations hereunder
and thereunder, the borrowings made or to be made hereunder and the use of the proceeds thereof.


 


“Type
of Loan or Borrowing” - see Section 2.2.1. The types of Loans or borrowings under this Agreement are as follows:
Base Rate Loans or borrowings and Eurodollar Loans or borrowings.


 






    26


    


    

 


“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 falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


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


 


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


 


“Unmatured
Event of Default” means any event that, if it continues uncured, will, with lapse of time or notice or both, constitute an
Event of Default.


 


“USA
PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001.


 


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


 


“U.S.
Special Resolution Regimes” – see Section 14.20.


 


“U.S.
Tax Compliance Certificate” - see Section 7.7(e)(ii)(B)(3).


 


“Voting
Stock” means, as applied to the stock of any corporation, stock of any class or classes (however designated) having by the
terms thereof ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation
other than stock having such power only by reason of the happening of a contingency.


 


“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.


 


1.2            Other
Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined
terms.


 


(b)            Section,
Schedule and Exhibit references are to this Agreement unless otherwise specified.


 


(c)            (i) The
term “including” is not limiting and means “including without limitation”.


 






    27


    


    

 


(ii)            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”.


 


(d)            Unless
otherwise specified, any reference to a Subsidiary being “wholly-owned” means that such Subsidiary is directly or indirectly
wholly-owned by Parent.


 


(e)            Unless
otherwise expressly provided herein, (i) references in any Loan Document to agreements (including this Agreement) and other contractual
instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments
and other modifications are not prohibited by the terms of any Loan Document, (ii) references in any Loan Document to any statute
or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing
or interpreting such statute or regulation and (iii) references in any Loan Document to any Person shall be construed to include
such Person’s successors and assigns, subject to any restriction upon assignment contained in any Loan Document.


 


(f)             This
Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters.
All such limitations, tests and measurements are independent and each shall be performed in accordance with its terms.


 


(g)            This
Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Administrative Agent,
the Company, the Lenders and the other parties hereto and thereto and are the products of all parties. Accordingly, they shall not be
construed against the Administrative Agent or the Lenders merely because of the Administrative Agent’s or the Lenders’ involvement
in their preparation.


 


(h)            Unless
otherwise expressly provided herein, any reference to a particular time means such time in New York, New York.


 


(i)             For
all purposes of this Agreement (but not for purposes of the preparation of any financial statements, any schedule pertaining to Foreign
Subsidiaries or any compliance certificate delivered pursuant hereto), the equivalent in any currency other than Dollars of an amount
in Dollars, and the equivalent in Dollars of an amount in any other currency other than Dollars, shall be based on the Dollar Equivalent.


 


(j)             No
Event of Default or Unmatured Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Section 9
or Section 10 under this Agreement being exceeded solely as a result of changes in currency exchange rates from those
rates applicable on the last day of the Fiscal Quarter of the Company immediately preceding the Fiscal Quarter of the Company in which
such transaction requiring a determination occurs.


 


(k)            Where
the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation
or other accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall, to
the extent applicable and except as otherwise specified in this Agreement, be made in accordance with GAAP, consistently applied (it
being agreed that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and
ratios referred to herein shall be made, without giving effect to (i) any election under Accounting Standards Codification 825-10-25
(previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any Debt or other liabilities of Parent or any Subsidiary at “fair
value,” as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards
Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)
to value any such Debt in a reduced or


 






    28


    


    

 


bifurcated
manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof); provided
that (i) notwithstanding any provision of any Loan Document to the contrary, for purposes of this Agreement and each other Loan
Document (other than covenants to deliver financial statements), the determination of whether a lease constitutes a capital lease or
an operating lease and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder
and/or recognized as interest expense in the lessee’s financial statements shall be determined under generally accepted accounting
principles in the United States as of the date of this Agreement (excluding, for the avoidance of doubt, the future phase-in of any amendments
to GAAP that have been adopted as of the Effective Date), notwithstanding any modifications or interpretive changes thereto that may
occur thereafter and (ii) if the Company notifies the Administrative Agent that the Company wishes to amend any covenant in Section 10
to eliminate the effect of any change in GAAP or in the application thereof on the operation of such covenant (or if the Administrative
Agent notifies the Company that the Required Lenders wish to amend Section 10 for such purpose), then the Company’s
compliance with such covenant shall be determined without giving effect to such change or the application thereof until either such notice
is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders. For purposes of calculating
the Funded Debt to EBITDA Ratio (and any component definitions thereof), the Interest Coverage Ratio (and any component definitions thereof),
consolidated assets (including total or tangible assets) and revenues, any Acquisition, any sale or other disposition outside the ordinary
course of business by Parent or any of the Subsidiaries of any asset or group of related assets in one or a series of related transactions,
any incurrence or repayment of any Debt, and any related financing or other transactions in connection with any of the foregoing, occurring
during the period for which such ratios are calculated shall be deemed to have occurred on the first day of the relevant period for which
such ratios were calculated on a pro forma basis reasonably acceptable to the Administrative Agent.


 


(l)            For
purposes of calculating on a pro forma basis the Interest Coverage Ratio with respect to any Debt that bears a floating rate of interest,
the interest on such Debt shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest
Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such
Debt if such Hedging Agreement has a remaining term in excess of 12 months).


 


1.3            Limited
Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, in connection with any action being taken with
a Limited Condition Acquisition for purposes of determining:


 


(a)            whether
any Debt that is being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in compliance with
Section 6.1.3, Section 6.1.4 or Section 10.7;


 


(b)            whether
any Lien being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in compliance with Section 6.1.3,
Section 6.1.4 or Section 10.8;


 


(c)            whether
any other transaction to be undertaken in connection with such Limited Condition Acquisition complies with the covenants or agreements
contained in this Agreement; and


 


(d)            any
calculation of the ratios or baskets, including EBITDA, Funded Debt to EBITDA Ratio, Interest Coverage Ratio, Consolidated Net Income,
and baskets determined by reference to EBITDA and whether an Event of Default or Unmatured Event of Default exists in connection with
the foregoing,


 






    29


    


    

 


at
the prior written election of the Company to the Administrative Agent (the Company’s election to exercise such option in connection
with any Limited Condition Acquisition, an “LCA Election”), the date that the letter of intent or definitive agreement
for such Limited Condition Acquisition is entered into (the “LCA Test Date”) may be used as the applicable date of
determination, as the case may be, with pro forma adjustments and based on the most recently ended Computation Period for which financial
statements are internally available at the time of determination. In addition, notwithstanding any provision of this Agreement to the
contrary any condition to any Limited Condition Acquisition with respect to which the Company makes an LCA Election (and any related
Debt) that requires that no Unmatured Event of Default or Event of Default shall have occurred and be continuing prior to, at the time
of or after giving effect to such Limited Condition Acquisition (or the incurrence of such Debt) shall be deemed satisfied if (i) no
Unmatured Event of Default or Event of Default shall have occurred and be continuing on the LCA Test Date, and (ii) no
Event of Default under Section 12.1.1 or Section 12.1.3 shall have occurred and be continuing both immediately
before and immediately after giving effect to such Limited Condition Acquisition and any Debt incurred in connection therewith.


 


For
the avoidance of doubt, if the Company makes an LCA Election (a) any fluctuation or change
in the EBITDA, Funded Debt to EBITDA Ratio, Interest Coverage Ratio, Consolidated Net Income, consolidated assets or consolidated
tangible assets of Parent and its Subsidiaries from the LCA Test Date to the date of consummation of such Limited Condition Acquisition
will not be taken into account for purposes of determining whether any Debt or Lien that is being incurred in connection with such Limited
Condition Acquisition is permitted to be incurred, or whether any other transaction undertaken in connection with such Limited Condition
Acquisition by Parent or any Subsidiary complies with the Loan Documents and (b) in connection with any subsequent calculation of
any incurrence ratio or basket that was determined as of the LCA Test Date as a result of such LCA Election in order to determine compliance
following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated
or (ii) the date that the applicable agreement in respect of the Limited Condition Acquisition is terminated or expires without
consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited
Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof)
have been consummated.


 


1.4            Interest
Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the Eurodollar Rate (Reserve Adjusted),
which is derived from the London interbank offered rate (“LIBOR”). LIBOR is intended to represent the rate at which
contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial
Conduct Authority (“FCA”) publicly announced that immediately after June 30, 2023, the 1-month, 3-month and 6-month
U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic
basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness
will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or
regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies
and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed of any such
developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to
be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
Section 8.2(b) and (c) provide the mechanism for determining an alternative rate of interest. The Administrative
Agent will promptly notify the Company, pursuant to Section 8.2(e), of any change to the reference rate upon which the interest
rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not
have any liability with respect to, the administration, submission or any other matter related to LIBOR or other


 






    30


    


    

 






 


rates in the definition
of “Eurodollar Rate (Reserve Adjusted)” or with respect to any alternative or successor rate thereto, or replacement rate
thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 8.2
(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in
Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 8.2(d)), including
without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will
be similar to, or produce the same value or economic equivalence of, the Eurodollar Rate (Reserve Adjusted) or have the same volume or
liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 


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


 


SECTION 2.               COMMITMENTS
OF THE BANKS; BORROWING AND CONVERSION PROCEDURES.


 


2.1            Commitments.
On and subject to the terms and conditions of this Agreement, each of the Lenders, severally and for itself alone and not jointly, agrees
to make loans to the Company as follows:


 


   2.1.1              Term
Loans. On the Borrowing Date, each Lender made a term loan (each, a “Term Loan”) to the Company in a principal
amount in Dollars not exceeding its Term Loan Commitment. Amounts borrowed under this Section 2.1.1 and subsequently repaid
or prepaid may not be reborrowed.


 


2.2           Loan
Procedures.


 


   2.2.1              Various
Types of Loans. Each Loan shall be either a Base Rate Loan or a Eurodollar Loan (each a “type” of Loan), as the
Company shall specify in the related notice of borrowing, continuation or conversion pursuant to Section 2.2.2 or 2.2.3.
Eurodollar Loans made to the Company having the same Interest Period are sometimes called a “Group” or collectively
 “Groups”. Base Rate Loans and Eurodollar Loans may be outstanding at the same time, provided that (i) not
more than fifteen different Groups of Eurodollar Loans shall be outstanding at any one time and (ii) the aggregate principal amount
of each Group of Eurodollar Loans shall at all times be at least in the case of Eurodollar Loans, $3,000,000 and an integral multiple
of $1,000,000 in excess thereof (or, in any event, the then-outstanding principal amount of the Term Loans).


 


   2.2.2              [Reserved].


 


   2.2.3              Conversion
and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written
notice (or telephonic notice (followed promptly by written confirmation thereof)) to the Administrative Agent in accordance with clause
(b) below:


 


   (i)            elect,
as of any Business Day, to convert any outstanding Loan into a Loan of a different type; or


 






    31


    


    




 


   (ii)           elect,
as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring on
such day (or any part thereof in an aggregate amount not less than (x) in the case of Eurodollar Loans to be made to the Company,
$3,000,000 and an integral multiple of $1,000,000 in excess thereof, for a new Interest Period (or in any event, $486,827,669).








 


(b)            The
Company shall give notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case
of conversion into Base Rate Loans, 1:30 p.m. (New York City time) on the proposed date of such conversion; and (ii) in the
case of a conversion into or continuation of Eurodollar Loans, 2:00 p.m. (Local Time) at least three Business Days prior to the
proposed date of such conversion or continuation, specifying in each case:


 


     (1)          the
proposed date of conversion or continuation;


 


     (2)          [reserved];


 


     (3)          the
aggregate amount of Loans to be converted or continued;


 


     (4)          the
type of Loans resulting from the proposed conversion or continuation; and


 


     (5)          in
the case of conversion into, or continuation of, Eurodollar Loans, the duration of the requested Interest Period therefor.


 


(c)            If
upon expiration of any Interest Period applicable to any Eurodollar Loan, the Company has failed to select timely a new Interest Period
to be applicable to such Eurodollar Loan, the Company shall be deemed to have elected to continue such Eurodollar Loan with a one-month
Interest Period effective on the last day of such Interest Period.


 


(d)            The
Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2
or, if no timely notice is provided by the Company, of the details of any automatic continuation.


 


(e)            Unless
the Required Lenders otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not
elect to have a Loan converted into or continued as a Eurodollar Loan.


 


2.3           [Reserved].


 


2.4           [Reserved].


 


2.5           Commitments
Several. The failure of any Lender to make a requested Loan on any date shall not relieve any other Lender of its obligation (if
any) to make a Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made
by such other Lender.


 


2.6           [Reserved].


 


2.7           [Reserved].


 


2.8           [Reserved].


 


2.9           [Reserved].


 





2.10         Defaulting
Lenders.


 






    32


    


    

 


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


 





   (i)          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 Section 14.1.


 


   (ii)         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 Section 12 or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 7.5 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, [reserved]; third, [reserved]; fourth, as the Company may request (so long as no Event of Default or Unmatured
Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by the Administrative Agent; fifth, [reserved]; sixth, to the payment of 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; seventh, so long as no Event
of Default or Unmatured Event of Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a
court of competent jurisdiction obtained by the Company against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction. Any payment, prepayment or other amount paid or payable to a Defaulting Lender that are applied (or held) to pay amounts
owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents to
the foregoing.


 


   (iii)        (A) No
Defaulting Lender shall be entitled to receive any non-use fee (pursuant to Section 5.1 or otherwise) for any period during
which that Lender is a Defaulting Lender (and the Company shall not be required to pay any such fee that otherwise would have been required
to have been paid to such Defaulting Lender); and (B) [reserved].


 


SECTION 3.                EVIDENCE
OF DEBT.


 


3.1           Lender
Records. 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 Company 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 Company hereunder to pay any amount owing hereunder or under any other Loan Document. 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 Company shall execute and deliver to such Lender (through the Administrative Agent) a promissory
note substantially in the form of Exhibit A (each a “Note”), which shall evidence such Lender’s
Loan, in addition to such accounts or records. Each Lender may attach schedules to its Note (or Notes) and endorse thereon the date,
type (if applicable), amount and maturity of its Loans and payments with respect thereto.


 


3.2           [Reserved].


 






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SECTION 4.               INTEREST.


 


4.1           Interest
Rates; Default Interest.


 


   4.1.1             Interest
Rates for Loans. The Company promises to pay interest on the unpaid principal amount of each Loan made to it for the period commencing
on the date such Loan is made until such Loan is paid in full as follows:


 


(a)            at
all times such Loan is a Base Rate Loan, at a rate per annum equal to the Base Rate plus the Base Rate Margin from time to time in effect;
and


 


(b)           at
all times such Loan is a Eurodollar Loan, at a rate per annum equal to the sum of the Eurodollar Rate (Reserve Adjusted) applicable to
each Interest Period for such Loan plus the Eurodollar Margin from time to time in effect.


 


Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Company hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.0% plus the rate otherwise applicable to such Loan
as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.0% plus the rate applicable
to Base Rate Loans as provided in paragraph (a) of this Section (the foregoing clauses (i) and (ii), as applicable,
the “Default Rate”).


 


   4.1.2             [Reserved].


 


4.2           Interest
Payment Dates. Accrued interest on each Base Rate Loan shall be payable in arrears on the last Business Day of each calendar quarter
and at maturity. Accrued interest on each Eurodollar Loan shall be payable on the last day of each Interest Period relating to such Loan
(and, in the case of a Eurodollar Loan with an Interest Period of six months or longer, on each three-month anniversary of the first
day of such Interest Period) and at maturity. After maturity, accrued interest on all Loans shall be payable on demand.


 


4.3           Setting
and Notice of Eurodollar Rates. The applicable Eurodollar Rate for each Interest Period shall be determined by the Administrative
Agent, which shall give notice thereof to the Company and each Lender. Each determination of the applicable Eurodollar Rate by the Administrative
Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error. The Administrative Agent shall,
upon written request of the Company or any Lender, deliver to the Company or such Lender a statement showing the computations used by
the Administrative Agent in determining any applicable Eurodollar Rate hereunder.


 


4.4           Computation
of Interest. All determinations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made
on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. All other computations of interest
shall be computed for the actual number of days elapsed on the basis of a year of 360 days or on such other basis as the Administrative
Agent shall determine is customary for the relevant currency. The applicable interest rate for each Base Rate Loan shall change simultaneously
with each change in the Base Rate.


 


SECTION 5.          FEES.


 


5.1           Non-Use
Fee. Subject to Section 2.10(a)(iii)(A), the Company agrees to pay to the Administrative Agent for the account of each Term
Lender a non-use fee, for the period from May


 






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16,
2021 to the Borrowing Date, at a rate per annum equal to the Non-Use Fee Rate multiplied by the actual daily unused portion of
such Term Lender’s Term Loan Commitment (or, for any day from May 16, 2021 and prior to the Effective Date, in respect of
such Term Lender’s allocated commitments in respect of the Term Loan Commitments). Such non-use fee shall be earned, due and payable
on the earlier of (x) the Borrowing Date and (y) the termination of the Availability Period. The non-use fee shall be computed
for the actual number of days elapsed on the basis of a year of 360 days. Other Fees(a). The Company shall, without duplication
to the fees referred to above in Section 5.1, pay, or cause to be paid, to the Administrative Agent and the Lead Arrangers
(or their Affiliates) for their account (or that of their applicable Affiliates) such fees as separately agreed between Parent or its
Subsidiaries and the Administrative Agent and/or the Lead Arrangers pursuant to any fee or similar letters.


 





SECTION 6.          CHANGES
IN COMMITMENTS; PREPAYMENTS; AMORTIZATION; REPAYMENT OF LOANS.


 


6.1           [Reserved].


 


6.2           Prepayments.


 


   6.2.1             The
Company may from time to time prepay Loans in whole or in part, without premium or penalty, provided that the Company shall give
the Administrative Agent (which shall promptly advise each Lender) notice thereof not later than (a) 2:30 p.m. (Local Time)
on the date of such prepayment (which shall be a Business Day), in the case of Base Rate Loans, and (b) two Business Days prior
to the date of such prepayment, in the case of Eurodollar Loans, in each case specifying the Loans to be prepaid and the date and amount
of prepayment. Each partial prepayment of Loans shall be in a minimum amount of $3,000,000 and an integral multiple of $1,000,000 in
excess thereof. Prepayments of Loans shall be applied pro rata to the Loans of all Lenders based on the outstanding amount thereof for
the account of such applicable Lender. Any prepayment of a Eurodollar Loan on a day other than the last day of an Interest Period therefor
shall include interest on the principal amount being repaid and shall be subject to Section 8.4. Each notice of prepayment
under this Section 6.2.1 shall be irrevocable; provided that a notice delivered by the Company of the prepayment of
Loans in connection with the termination of the Commitments pursuant to Section 6.1.1(b) may state that such notice
is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.


 


   6.2.2             [Reserved].


  


   6.2.3             [Reserved].


 


   6.2.4             Mandatory
Prepayments. (a) Subject to clauses (c) and (d) below, on each occasion that Parent or any Subsidiary receives any
Net Cash Proceeds in respect of any Prepayment Event, outstanding Loans shall be prepaid on a Dollar for Dollar basis by Parent or its
Subsidiaries promptly (and in any event within five Business Days) with any such Net Cash Proceeds; provided that notwithstanding
the foregoing, such Net Cash Proceeds of a Prepayment Event may be applied towards the prepayment or purchase of other Debt having the
same (including with respect to priority) credit support package (whether in terms of security and/or guarantees) as the Loans to the
extent the documentation governing such Debt requires such a prepayment or purchase (or commitment reduction) with Net Cash Proceeds
in respect of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds
and (y) a fraction, the numerator of which is the outstanding principal amount of such other Debt (or committed amounts) and the
denominator of which is the aggregate outstanding principal amount of Loans and all such other Debt (or committed amounts); provided
further that any such allocation of Net Cash Proceeds to Debt (including the Term Loans) as contemplated in the immediately preceding
proviso


 






    35


    


    

 


shall
be subject to the terms of any Note Purchase Agreement as to the allocation of any such Net Cash Proceeds to the Senior Notes. Subject
to clause (b) below, each prepayment of outstanding Loans required to be made pursuant to this paragraph shall be allocated pro
rata among the Loans.


 


   (b)  The
Company shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to Section 6.2.4
at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and
provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender
holding Loans of the contents of the Company’s prepayment notice and of such Lender’s pro rata share of the prepayment. Each
Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”
and such rejecting Lenders, the “Declining Proceeds Lenders”) of Loans required to be made pursuant to Section 6.2.4(a) by
providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 4:00
p.m. (New York City time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent
regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of
Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame
specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be
deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds remaining thereafter, first,
if there are Loans outstanding, shall be offered to the Lenders (other than any Declining Proceeds Lender) on a pro rata basis (based
on their outstanding Loans), which Lenders may reject all or a portion of their pro rata shares of such Declined Proceeds, second,
[reserved], and, third, to the extent any Declined Proceeds remain thereafter, shall not be subject to mandatory prepayment hereunder.


 


   (c)   Notwithstanding
clause (a) above, if (x) the Company shall deliver a certificate of an Executive Officer to the Administrative Agent at or
promptly following the time of receipt of any amount that would otherwise constitute Net Cash Proceeds of an Asset Sale setting forth
the Company’s intent to reinvest such proceeds in productive assets or businesses within 365 days of receipt of such proceeds (the
 “Investment Period”) and (y) in respect of an Asset Sale, no Event of Default shall have occurred and shall be
continuing at the time of the delivery of such certificate, such proceeds shall not constitute Net Cash Proceeds except to the extent
not so used at the end of such Investment Period (or, if the Company commits to reinvest such proceeds within such Investment Period,
within 180 days of the end of such Investment Period), at which time such proceeds shall be deemed to be Net Cash Proceeds.


 


   (d)   The
Company shall not be required to prepay by any amount that would otherwise be required pursuant to clause (a) above to the extent
(i) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation to the Company of any such Net Cash
Proceeds would be prohibited, restricted or delayed under any applicable law or conflict with the fiduciary duties of such Foreign Subsidiary’s
directors or officers or (ii) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation of such
Net Cash Proceeds to the Company would result in adverse tax consequences as reasonably determined by the Company; provided that
upon the Company obtaining knowledge that such circumstance in clause (i) and/or clause (ii), as applicable, ceases to apply, such
Net Cash Proceeds shall be deemed received for purposes of clause (a) above and any prepayment or reduction requirements applicable
thereto.


 


   6.2.5             Dutch
Auction.


 


   (a)   Notwithstanding
anything to the contrary contained in any Loan Document, the Company may conduct Dutch auctions from time to time in order to purchase
Loans (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or another investment
bank(s) 


 






    36


    


    

 


of
recognized standing selected by the Company following consultation with the Administrative Agent (in such capacity, the “Auction
Manager”)), so long as the following conditions are satisfied:


 


   (i)            each
Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 6.2.5 and Schedule
6.2.5;


 


   (ii)            no
Event of Default or Unmatured Event of Default shall (A) have occurred and be continuing on the date of the delivery of each Auction
Notice or (B) have occurred at the time of purchase of any Loans or result from the purchase of any Loans, in each case in connection
with any Auction;


 


   (iii)           the
minimum principal amount (calculated on the face amount thereof) of the Loans that the Company offers to purchase in any such Auction
shall be no less than $25,000,000 (unless another amount is agreed to by the Auction Manager);


 


   (iv)           [reserved];


 


   (v)            the
aggregate principal amount (calculated on the face amount thereof) of all Loans so purchased by the Company shall automatically be cancelled
and retired by the Company on the settlement date of the relevant purchase (and may not be resold) and all rights of the Company as a
Lender related to any Loans so purchased by the Company shall automatically and immediately, for all purposes under this Agreement, the
other Loan Documents and otherwise, be deemed to be irrevocably terminated, extinguished, cancelled and of no further force and effect
and none of Parent or any of their respective Subsidiaries shall obtain or have any rights as a Lender hereunder or under the other Loan
Documents by virtue of such purchase or assignment;


 


   (vi)           no
more than one Auction may be ongoing at any one time;


 


   (vii)          Parent
and the Company represent and warrant on the date of delivery of each Auction Notice that Parent and the Company shall not have any MNPI
that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such
Lender does not wish to receive such MNPI) prior to such time, and (B) could reasonably be expected to have a material effect upon,
or otherwise be material, to a Lender’s decision to participate in the Auction; and


 


   (viii)         at
the time of each purchase of Loans through an Auction, the Company shall have delivered to the Auction Manager an officer’s certificate
of an Executive Officer of the Company certifying as to compliance with the preceding clauses (i) through (vii).


 


(b)              The
Company must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at
the time which otherwise would have been the time of purchase of Loans pursuant to the respective Auction. If the Company commences any
Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective
Auction have in fact been satisfied), and if at such time of commencement the Company reasonably believes that all required conditions
set forth above which are required to be satisfied at the time of the purchase of Loans pursuant to such Auction shall be satisfied,
then the Company shall have no liability to any Lender or any other Person for any termination of the respective Auction as a result
of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would
have been the time of purchase of Loans pursuant to the respective Auction, and any such failure shall not result in any Event of Default
or Unmatured Event of Default hereunder. With respect to all purchases of Loans made by the Company pursuant to this Section 6.2.5,
(i) the Company shall pay on


 






    37


    


    

 


the
settlement date of each such purchase the purchase price and all accrued and unpaid interest (except to the extent otherwise set forth
in the relevant offer documents for such Auction), if any, on the purchased Loans up to the settlement date of such purchase, and (ii) such
purchases (and the payments made by the Company and the cancellation of the purchased Loans, in each case in connection therewith) shall
not constitute optional or mandatory payments or prepayments for purposes of Sections 6.2.


 


(c)              The
Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 6.2.5
(provided that, no Lender shall have any obligation to participate in any such Auctions) and hereby waive the requirements
of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 6.2.5.
The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 13,
Section 14.5 and Section 14.11 mutatis mutandis as if each reference therein to the “Administrative
Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably
requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.


 


        6.3           Repayment.


 


   6.3.1             [Reserved].


 


   6.3.2             To
the extent not previously paid, all Term Loans shall be due and payable in full on the Term Loan Maturity Date.


 


   6.3.3             [Reserved].


 


   6.3.4             [Reserved].


 


   6.3.5             Repayments
of Loans shall be accompanied by accrued interest on the amount repaid.


 


        6.4           [Reserved].


 


SECTION 7.                MAKING
AND PRORATION OF PAYMENTS; SETOFF; TAXES.


 


7.1           Making
of Payments. All payments of principal of or interest on the Loans shall be made by the Company to the Administrative Agent at its
principal office in New York, New York in immediately available funds in Dollars and without set-off, counterclaim or deduction of any
kind, not later than noon on the date due, and funds received after that hour shall be deemed to have been received by the Administrative
Agent on the next following Business Day. The Administrative Agent shall promptly remit to each Lender its share (if any) of all such
payments received in collected funds by the Administrative Agent. All payments under Section 8.1 shall be made by the Company
directly to the Lender entitled thereto.


 


7.2           Application
of Certain Payments. Each payment of principal shall be applied to such Loans as the Company shall direct by notice to be received
by the Administrative Agent on or before the date of such payment or, in the absence of such notice, first, to repay such Loans
outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Loans, with those Eurodollar Loans having
earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. Concurrently with each remittance
to any Lender of its share of any such payment, the Administrative Agent shall advise such Lender as to the application of such payment.


 






    38


    


    

 


7.3           Due
Date Extension or Reduction. If any payment of principal or interest with respect to any of the Loans, or of any fees or other amounts
fall due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless,
in the case of a payment of interest on a Eurodollar Loan, the result of such extension would be to extend the due date for such payment
into another calendar month, in which case such due date shall be the immediately preceding Business Day) and any extension or reduction
of time shall be reflected in computing interest and fees.


 


7.4           Failure
to Make Payments. Unless the Company or a Lender has notified the Administrative Agent, prior to the date any payment to be made
by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume
that the Company or such Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and
in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative
Agent in immediately available funds, then:


 


(i)            if
the Company failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed
payment made available to such Lender, together with interest thereon in respect of each day from the date such amount was made available
by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at a rate per annum equal to,
in the case of (a) amounts owed in Dollars (x) for the first three days after demand, the NYFRB Rate from time to time in effect
and (y) thereafter, the Base Rate from time to time in effect and (ii) in the case of amounts owed not denominated in Dollars,
a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation; and


 


(ii)           if
a Lender failed to make such payment, the Administrative Agent shall promptly notify the Company, and the Company shall pay such corresponding
amount to the Administrative Agent, together with interest thereon in respect of each day from the date such amount was made available
by the Administrative Agent to the Company at a rate per annum equal to the interest rate applicable to the applicable borrowing. Nothing
in this clause (ii) shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice
any rights which the Administrative Agent or the Company may have against any Lender as a result of any default by such Lender hereunder.


 


7.5           Setoff.
The Company agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable
law, and in addition thereto, the Company agrees that at any time any Event of Default exists, the Administrative Agent, each Lender
and, to the extent permitted by applicable law, any Affiliate thereof, may apply to the payment of any obligations of the Company hereunder,
whether or not then due, any and all balances, credits, deposits (excluding deposits held in a trustee, fiduciary, agency or similar
capacity or otherwise for the benefit of a third party), accounts or moneys of the Company then or thereafter with the Administrative
Agent, such Lender or such Affiliate; provided that if any Defaulting Lender shall exercise any such right of set-off, (a) all
amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions
of Section 2.10 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 of the Company as to which it exercised such
right of set-off; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded
Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations
of such Guarantor. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application
made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such set-off
and application.


 






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7.6           Proration
of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or
otherwise, but excluding any payment pursuant to Section 8.7 or in connection with an assignment or participation pursuant
to Section 14.8 prior to the occurrence of an Event of Default under Section 12.1.1 or 12.1.3 or any other
payment or recovery made on a non-ratable basis pursuant to the express provisions of this Agreement or any other Loan Document) on account
of principal of or interest on any Loan in excess of its pro rata share (or other share specified hereunder or under any other applicable
Loan Document) of payments and other recoveries obtained by all Lenders on account of principal of and interest on Loans (or such participations)
then held by them, such Lender shall purchase from the other Lenders such participation in the Loans held by them as shall be necessary
to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all
or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded
and the purchase price restored to the extent of such recovery.


 


7.7           Taxes.
(a) All payments of principal of, and interest on, the Loans and all other amounts payable hereunder shall be made free and clear
of and without deduction for any Taxes, except as required by applicable law. If any withholding or deduction from any payment to be
made by a Loan Party hereunder is required in respect of any Taxes pursuant to any applicable law, then the Company will, or will cause
each other applicable Loan Party to:


 


(i)            pay
directly to the relevant Governmental Authority the full amount required to be so withheld or deducted;


 


(ii)           promptly
forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such
payment to such Governmental Authority; and


 


(iii)          if
such Taxes are Indemnified Taxes and except to the extent such withholding or deduction would not be required if such Lender’s
Exemption Representation were true as of the date made, pay to the Administrative Agent for the account of the applicable Recipient such
additional amount or amounts as is necessary to ensure that the net amount actually received by each Recipient will equal the full amount
such Recipient would have received had no such withholding or deduction been required.


 


Moreover, if any
Indemnified Taxes are directly asserted against the Administrative Agent or any Lender with respect to any payment received by the Administrative
Agent or such Lender hereunder, the Administrative Agent or such Lender may pay such Indemnified Taxes and the applicable Loan Party
will (except to the extent such Taxes are payable by a Lender and would not have been payable if such Lender’s Exemption Representation
were true as of the date made), promptly pay such additional amounts (including any penalty, interest and expense) as are necessary in
order that the net amount received by such Person after the payment of such Indemnified Taxes (including any Indemnified Taxes on such
additional amount) shall equal the amount such Person would have received had such Indemnified Taxes not been asserted, whether or not
such Indemnified Taxes were correctly or legally asserted.


 


(b)            If
any Loan Party fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to the Administrative
Agent, for the account of the respective Recipient, the required receipts or other required documentary evidence, the Company shall indemnify
each Recipient for any incremental Indemnified Taxes, interest or penalties that may become payable by any Recipient as a result of any
such failure, whether or not such Indemnified Taxes were correctly or legally asserted.


 


(c)            Each
Lender represents and warrants (such Lender’s “Exemption Representation”) to the Company and the Administrative
Agent that, as of the date of this Agreement (or, in the case of an Assignee, the date it becomes a party hereto), it is entitled to
receive payments hereunder without any deduction or withholding for or on account of any Taxes imposed by the


 






    40


    


    

 


United
States of America or any political subdivision or taxing authority thereof other than with respect to any Excluded Taxes.


 





(d)            Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable
to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes and without
limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender's failure to comply with the
provisions of Section 14.8.2 relating to the maintenance of a Participant Register, in either 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 under any
Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this paragraph (c).


 


(e)            (i) Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent,
such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such
payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the
Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the
Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences,
the completion, execution and submission of such documentation (other than such documentation set forth in Section 7.7(e)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in such Lender’s reasonable judgment such completion,
execution or submission would subject such Lender’s 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 Company and the Administrative Agent on
                                            or prior to the date on which such Lender becomes a Lender under this Agreement (and from
                                            time to time thereafter upon the reasonable request of the Company or the Administrative
                                            Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from
                                            U.S. federal backup withholding tax;



 


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



 


		(1)	in
                                            the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United
                                            States is a party (x) with respect to payments of interest under any Loan Document,
                                            executed originals of IRS Form W-

                                                                                




 






    41


    


    

 


 


			8BEN
                                            or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of,
                                            U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
                                            and (y) with respect to any other applicable payments under any Loan Document, IRS
                                            Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction
                                            of, U.S. federal withholding Tax pursuant to the “business profits” or “other
                                            income” article of such tax treaty;



 


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



 


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



 


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



 


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



 


		   (D)	if
                                            a payment made to a Lender under any Loan Document would be subject to withholding Tax imposed
                                            pursuant to or in connection with FATCA if such Lender were to fail to comply with the applicable
                                            reporting requirements of FATCA (including those contained in Section 1471(b) or
                                            1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the
                                            Administrative Agent at the time or times prescribed by law and at such time or times reasonably
                                            requested by the



 






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			Company
                                            or the Administrative Agent, such documentation prescribed by applicable law (including as
                                            prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
                                            reasonably requested by the Company or the Administrative Agent as may be necessary for the
                                            Company and the Administrative Agent to comply with its obligations under FATCA and to determine
                                            that such Lender has or has not complied with its obligations under FATCA or to determine
                                            the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),
                                            “FATCA” shall include any amendments made to FATCA after the date of this
                                            Agreement.



 





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


 


(f)            If,
and to the extent that, any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes indemnified or paid by the Company or any Loan Party pursuant to this Section 7.7, such Recipient agrees to promptly
notify the Company thereof and thereupon to use reasonable efforts to pay to the Company an amount equal to such refund (but only to
the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). The Company, upon the request of such Recipient, shall repay to such the amount paid over pursuant to this
paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such
Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph
(f), in no event will any Recipient be required to pay any amount to the Company pursuant to this paragraph (f) the payment of which
would place the Recipient in a less favorable net after-Tax position than the 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 paragraph 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 the indemnifying party or any other Person.


 


(g)            Each
Lender shall, promptly upon request by the Company, deliver to the Company copies of all completed and executed forms reasonably deemed
necessary by the Company in connection with the payment of amounts demanded by such Lender pursuant to the foregoing clause (a).


 


(h)            Each
party’s obligations under this Section 7.7 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 obligations under any Loan Document.


 


SECTION 8.          INCREASED
COSTS; MARKET DISRUPTION .


 


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


 


(i)             shall
subject any Recipient (including any Eurodollar Office of a Lender) to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (b) and (c) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) with
respect to its loans, loan principal, letters of credit, commitments, or other obligations hereunder, or its deposits, reserves, other
liabilities or capital attributable thereto; or


 


(ii)            shall
impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination
of interest rates pursuant to Section 4),


 






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special
deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender (or
any Eurodollar Office of such Lender); or


 


(iii)           shall
impose on any Lender (or its Eurodollar Office) any other condition affecting its Loans, its Note or its obligation to make Loans;


 


and the result
of any of the foregoing is to increase the cost to (or in the case of Regulation D of the FRB, to impose a cost on) such Lender (or any
Eurodollar Office of such Lender) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such
Lender (or its Eurodollar Office) under this Agreement or under its Note with respect thereto (in each case after giving effect to any
interest earned or to be earned on any reserve or special deposit of the type described in clause (ii) above), then
within 10 Business Days after written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis
for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative
Agent) to the Company, so long as such demand is substantially consistent with demands made by such Lender with similarly situated customers
of such Lender under agreements having provisions similar to this Section 8.1(a), the Company shall pay directly to such
Lender such additional amount as will compensate such Lender for such increased cost or such reduction.


 


(b)            If
any Lender shall reasonably determine that any Change in Law regarding capital adequacy or liquidity requirements has or would have the
effect of reducing the rate of return on such Lender’s or its controlling Person’s capital as a consequence of such Lender’s
obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such Change in Law
(taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy or liquidity
requirements) by an amount reasonably deemed by such Lender or such controlling Person to be material, then from time to time, within
10 Business Days after written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such
demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent)
to the Company, so long as such demand is substantially consistent with demands made by such Lender with similarly situated customers
of such Lender under agreements having provisions similar to this Section 8.1(b), the Company shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such controlling Person for such reduction.


 


8.2           Inability
to Determine Rates, etc.


 


(a)            (i) If
with respect to any Interest Period, the Administrative Agent determines (which determination shall be binding and conclusive on the
Company) that by reason of circumstances affecting the interbank Eurodollar market adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate; or


 


(ii)            If
with respect to any Interest Period, Lenders holding an aggregate outstanding amount of Loans or Commitments equal to at least 40% of
all outstanding Loans and undrawn Commitments advise the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) will not adequately
and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account
any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of Eurodollar Loans has
become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially
affects such Loans;


 


then
the Administrative Agent shall promptly notify the other parties thereof and, so long as such
circumstances shall continue, (i) no Lender shall be under any obligation to make, continue or convert Loans into Eurodollar Loans,
(ii) 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 and (iii) on


 






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the last day of
the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate
Loan. The Administrative Agent shall promptly revoke any such notice at such time as the applicable circumstances shall no longer continue;
provided that, in the case of any such notice made pursuant to clause (a)(i) above, the Required Lenders shall
have consented to such revocation.


 


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


 


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


 


(d)            In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other 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 or any other Loan Document.


 


(e)            The
Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term
SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the
effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant
to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision
or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 8.2,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error
and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document,
except, in each case, as expressly required pursuant to this Section 8.2.


 






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


 


(g)            Upon
the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for
a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a Borrowing
of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark
is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of ABR.


 


8.3           Changes
in Law Rendering Eurodollar Loans Unlawful. In the event that any change after the date hereof in (including the adoption of any
new) applicable laws or regulations, or any change after the date hereof in the interpretation of applicable laws or regulations by any
governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender
cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund Eurodollar Loans, then such Lender
shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall
have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar Rate component in
determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected,
in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into at
such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan
of such Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar
Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan (and such Lender will promptly notify the Administrative
Agent and the Company when such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans shall
be reinstated). Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a
Eurodollar Loan (an “Affected Loan”) shall remain outstanding for the same period as the Group of Eurodollar Loans
of which such Affected Loan would be a part absent such circumstances.


 



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8.4           Funding
Losses. The Company hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statement setting forth
the basis in reasonable detail for the amount being claimed, a copy of which shall be furnished to the Administrative Agent), the Company
will indemnify such Lender against any net loss (other than loss of Eurodollar Margin or profit) or expense which such Lender may sustain
or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to fund or maintain any Eurodollar Loan), as reasonably determined by such Lender, as a result of (a) any payment,
prepayment or conversion of any Eurodollar Loan of such Lender on a date other than the last day of an Interest Period for such Loan
(including any conversion pursuant to Section 8.3) or (b) any failure of the Company to borrow, prepay or continue,
or to convert any Loan into, a Eurodollar Loan on a date specified therefor in a notice of borrowing, prepayment, continuation or conversion
pursuant to this Agreement. For this purpose, all notices to the Administrative Agent pursuant to this Agreement shall be deemed to be
irrevocable.


 


8.5           Right
of Lenders to Fund through Other Offices. Each Lender may, if it so elects, fulfill its commitment as to any Loan by causing a foreign
branch or affiliate of such Lender to make such Loan; provided that in such event for the purposes of this Agreement such Loan
shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loan shall nevertheless be to such Lender
and shall be deemed held by it, to the extent of such Loan, for the account of such branch or affiliate.


 


8.6           Discretion
of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled
to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each Eurodollar
Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period
and bearing an interest rate equal to the Eurodollar Rate for such Interest Period.


 


8.7           Mitigation
of Circumstances; Replacement or Removal of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative
Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not,
in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation
by the Company to pay any amount pursuant to Section 7.7 or 8.1 or (ii) the occurrence of any circumstance
of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in
clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the
Company and the Administrative Agent). Without limiting the foregoing, (x) each Lender will designate a different funding office
if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of
the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise disadvantageous to such
Lender; and (y) if any Lender fails to notify the Company of any event or circumstance which will entitle such Lender to compensation
pursuant to Section 7.7 or 8.1 within 90 days after such Lender obtains knowledge (or reasonably should have obtained
knowledge) of such event or circumstance, then such Lender shall not be entitled to compensation from the Company for any amount arising
prior to the date which is 90 days before the date on which such Lender demands payment from the Company.


 







(b)            At
any time any Lender is an Affected Lender, the Company may replace such Affected Lender as a party to this Agreement with one or more
other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent, such bank(s) or financial
institution(s) to have Commitments in such amounts as shall be reasonably satisfactory to the


 



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Administrative
Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or
warranty, its Commitment, its Loans, its Note (or Notes) and all of its other rights and obligations hereunder to such replacement bank(s) or
other financial institution(s) for a purchase price equal to the sum of the principal amount of the Loans so assigned, all accrued
and unpaid interest thereon, its ratable share of all accrued and unpaid fees thereon, any amounts payable under Section 8.4
as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other
obligations then owed to such Affected Lender hereunder). Each party hereto agrees that (1) an assignment required pursuant to
this paragraph may be effected pursuant to an Assignment Agreement executed by the Company, the Administrative Agent and the assignee
(or, to the extent applicable, an agreement incorporating an Assignment Agreement by reference pursuant to a platform as to which the
Administrative Agent and such parties are participants), (2) the Lender required to make such assignment need not be a party thereto
in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided
that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such
documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall
be without recourse to or warranty by the parties thereto and (3) in the case of any assignment resulting from a Lender that has
become the subject of a Bail-In Action, the assignee shall be deemed to have taken assignment of all the interests, rights and obligations
of the assigning Lender under this Agreement without giving effect to the applicable Bail-In Action on such interests, rights and obligations.


 


In addition to
the foregoing, and notwithstanding any other provision of this Agreement to the contrary, if (A) (i) a Lender (or its Participant)
demands any payment pursuant to Section 8.1(a) and/or Section 8.1(b) and (ii) the payment
so demanded is disproportionately greater than the amount of compensation (if any) that the Company is generally obligated to pay to
other Lenders (and their Participants) arising out of the same event or circumstance giving rise to such demand (a “Trigger
Event”) or (B) a Lender is a Defaulting Lender, then the Company may terminate such Lender’s Commitments hereunder,
provided that (w) no Event of Default or Unmatured Event of Default shall have occurred and be continuing at the time of
such Commitment termination, (x) in the case of clause (A), the Company concurrently terminates the Commitments of each other Lender
that has made a demand for payment under Section 8.1(a) and/or 8.1(b) that arises out of such Trigger
Event and that is similarly disproportionate to the amount the Company is generally obligated to pay to other Lenders arising out of
such Trigger Event (together with such Lender, each a “Demanding Lender”), (y) the Administrative Agent shall
have consented to all such Commitment termination(s) (such consent not to be unreasonably withheld or delayed, but may include
consideration of the adequacy of the Company's liquidity) and (z) each Demanding Lender or Defaulting Lender, as applicable, has
been paid all amounts then due to it under this Agreement and each other Loan Document (which, for the avoidance of doubt, the Company
may pay in connection with any such termination without making ratable payments to any other Lender (other than, in the case of a Demanding
Lender, another Demanding Lender)). In no event shall the termination of a Demanding Lender’s Commitments in accordance with this
paragraph impair or otherwise affect the obligation of the Company to make the payments demanded by such Demanding Lender in accordance
with Section 8.1(a) and/or Section 8.1(b).


 


(c)            The
Administrative Agent agrees to promptly notify the Company upon any Lender becoming a Defaulting Lender (but the Administrative Agent
shall have no liability for any failure to give, or any delay in giving, any such notice).


 


8.8            Conclusiveness
of Statements; Survival of Provisions. Determinations and statements of any Lender pursuant to Section 8.1, 8.2,
8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods
in determining compensation under Sections 8.1 and 8.4, and the provisions of such Sections shall survive repayment of
the Loans, cancellation of the Notes and any termination of this Agreement.


 



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SECTION 9.           REPRESENTATIONS
AND WARRANTIES.


 


To
induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Loans hereunder, Parent
and the Company each represents and warrants to the Administrative Agent and the Lenders that as of the Restatement Date:


 


9.1           Organization, etc.
(a) Parent is a corporation duly organized, validly existing and in good standing (or equivalent status) under the laws of
the State of Wisconsin and the Company is a corporation duly organized, validly existing and in good standing (or equivalent status)
under the laws of the State of Delaware; (b) each other Significant Subsidiary is duly organized, validly existing and in good
standing (or equivalent status) under the laws of the state of its organization; and (c) Parent, the Company and each other Significant
Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business makes such qualification necessary
(except to the extent the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse
Effect) and has full power and authority to own its property and conduct its business as presently conducted by it (except to the extent
the failure to have such authority could not reasonably be expected to have a Material Adverse Effect).


 


9.2           Authorization;
No Conflict. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party and
the borrowings hereunder are within the organizational powers of the Company and each Loan Party, have been duly authorized by all necessary
organizational action on the part of such Loan Party (including any necessary shareholder, partner or member action), and do not and
will not (i) contravene or conflict with, or result in a breach of, any provision of the certificate of incorporation, partnership
agreement, by-laws or other organizational documents of the Company or any other Loan Party or (ii) contravene or conflict with
the Note Purchase Agreements or any material Debt instrument with respect to Debt for borrowed money in a principal or committed amount
in excess of $100,000,000 after giving pro forma effect to the Company Merger Transactions as it relates to the entering into and performance
of the Loan Documents; additionally, each Loan Document has been duly executed and delivered by each Loan Party that is party thereto.
(b) The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party and the borrowings
hereunder (i) have received all necessary governmental and other third-party approvals (if any shall be required) and (ii) do
not and will not (1) violate any provision of law or any order, decree or judgment of any court or other government agency which
is binding on the Company or any other Loan Party and (2) contravene or conflict with, or result in a Lien under, any material
agreement, indenture, instrument or other document which is binding on the Company or any other Loan Party, in each case other than any
such failure to receive approvals or any such violations, contraventions, conflicts or Liens that would not have a Material Adverse Effect.


 


9.3           Validity
and Binding Nature. Each Loan Document to which a Loan Party is a party is the legal, valid and binding obligation of such Loan Party,
enforceable against such Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability
of creditors’ rights generally and to general principles of equity.


 


9.4           Financial
Condition. The audited consolidated financial statements of Parent and its Subsidiaries dated December 31, 2020 were prepared
in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition of Parent and its Subsidiaries
as at such date and the results of their operations for the period then ended.


 



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9.5           No
Material Adverse Change. Since December 31, 2020, there has been no material adverse change in the financial condition, operations,
assets, business or properties of Parent and its Subsidiaries taken as a whole.


 


9.6           Litigation.
No litigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding is
pending or, to Parent’s or the Company’s knowledge, threatened in writing against Parent or any Subsidiary which could reasonably
be expected to (a) have a Material Adverse Effect; (b) materially and adversely affect the ability of Parent, the Company
or any Subsidiary Guarantor to perform its obligations under the Loan Documents; or (c) materially and adversely affect the rights
and remedies of the Administrative Agent or the Lenders under the Loan Documents.


 


9.7           Ownership
of Properties. Each of Parent, the Company and each other Significant Subsidiary owns good title to, or valid leasehold interests
in, all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks,
trade names, service marks and copyrights), except where the failure to hold such title or interest, as applicable, could not reasonably
be expected to have a Material Adverse Effect.


 


9.8           Subsidiaries.
As of the Restatement Date, Parent has no Subsidiaries except those listed in Schedule 9.8.


 


9.9           Pension
Plans and Plan Assets. (a) During the twelve-consecutive-month period prior to the date of the execution and delivery of this
Agreement or the making of any Loan hereunder, (i) no steps have been taken to terminate any Pension Plan other than a “standard
termination” in accordance with Section 4041(b) of ERISA and (ii) no contribution failure has occurred with respect
to any Pension Plan sufficient to give rise to a lien securing a material amount under Section 303(k) of ERISA. No condition
exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to have a Material Adverse
Effect.


 


(b)            All
contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by Parent or any other member of
the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Company
nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any material
withdrawal liability with respect to any such plan or received notice of any claim or demand for material withdrawal liability or partial
withdrawal liability from any such plan; and neither Parent nor any member of the Controlled Group has received any notice that any Multiemployer
Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition
of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that
any such plan is or may be involuntarily terminated, or that any such plan is or may become insolvent; except, in each case under this
clause (b), to the extent that the facts and circumstances causing such representation and warranty to be inaccurate could
not reasonably be expected to have a Material Adverse Effect.


 


(c)            The
Company is not and will not be using ‘plan assets’ (within the meaning of the Plan Asset Regulation) of one or more Benefit
Plans to repay or secure any of the Loans or any other obligations under the Loan Documents.


 


9.10         Investment
Company Act. Neither Parent nor any Subsidiary is an “investment company” or a company “controlled” by an
 “investment company”, within the meaning of the Investment Company Act of 1940.


 



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9.11         Regulation
U. Neither Parent nor the Company is engaged principally, or as one of its important activities, in the business of extending credit
for the purpose of purchasing or carrying Margin Stock.


 


9.12         Taxes.
Each of Parent and each Subsidiary has filed all federal tax returns and other material tax returns and tax reports required by law to
have been filed by it and has paid all Taxes and governmental charges due and owing, except (i) any such Taxes or charges which
are being diligently contested in good faith by appropriate action and for which adequate reserves in accordance with GAAP shall have
been set aside on its books or (ii) where such failure to file or pay would not have a Material Adverse Effect.


 


9.13         Environmental
Matters. Parent and the Company conduct, in the ordinary course of business (in a manner sufficient to enable Parent and the Company
to make the representation and warranty set forth in this Section 9.13), a review of the effect of existing Environmental
Laws and existing Environmental Claims on its business, operations and properties, and as a result thereof, Parent and the Company has
reasonably concluded that, the aggregate effect of such Environmental Laws and Environmental Claims could not reasonably be expected
to have a Material Adverse Effect.


 


9.14         Information.
All information heretofore or contemporaneously herewith furnished in writing by Parent or any Subsidiary to the Administrative Agent
or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all written information
hereafter furnished by or on behalf of Parent or any Subsidiary to any Lender pursuant hereto or in connection herewith will be, true
and accurate in every material respect on the date as of which such information is dated or certified, and, taken as a whole, none of
such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading in
light of the circumstances under which made (it being recognized by the Administrative Agent and the Lenders that (a) any projections
and forecasts provided by Parent or the Company are based on good faith estimates and assumptions believed by Parent or the Company to
be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered
by any such projections and forecasts will likely differ from projected or forecasted results and (b) any information provided
by Parent or any Subsidiary with respect to any Person or assets acquired or to be acquired by Parent or any Subsidiary shall, for all
periods prior to the date of such Acquisition, be limited to the knowledge of Parent or the acquiring Subsidiary after reasonable inquiry).


 


9.15         [Reserved].


 


9.16         [Reserved].


 


9.17         Anti-Corruption.
(a) None of Parent or any of its Subsidiaries nor, to the knowledge of Parent and the Company, any of their respective senior officers,
directors or employees has (i) made or offered to make or received any direct or indirect payments in violation of any applicable
law (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), including any contribution, payment, commission,
rebate, promotional allowance or gift of funds or property or any other economic benefit or thing of value to or from any employee, official
or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other
economic benefit or thing of value, or the purpose thereof, was illegal under any applicable law (including the United States Foreign
Corrupt Practices Act), or (ii) provided or received any product or services in violation of any applicable law (including the
U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010).


 



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(b) 
Parent and its Subsidiaries have implemented and maintain in effect policies and procedures designed to promote and achieve compliance
in all material respects with Anti-Corruption Laws, and, to the knowledge of Parent, its Subsidiaries and its officers, directors and
employees, are in compliance with Anti-Corruption Laws in all material respects.


 


9.18         Sanctions.
(a) None of Parent or any of its Subsidiaries nor, to the knowledge of Parent and the Company, any of their respective senior officers,
directors or other employees is the subject of any sanctions administered by the Office of Foreign Assets Control of the United States
Department of the Treasury or the economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time
by United Nations Security Council, the European Union or Her Majesty’s Treasury or the United Kingdom (collectively “Sanctions”).
None of Parent or any of its Subsidiaries or, to the knowledge of Parent or its Subsidiaries, any director, officer or employee of Parent
or any Subsidiary (i) is a person on the list of “Specially Designated Nationals and Blocked Persons” or any other
Sanctions-related list of designated persons maintained by the U.S. Department of State or by the United Nations Security Counsel or
the European Union or (ii) is subject to any Sanctions. No part of the proceeds of the Loans will be used directly or, to the knowledge
of the Company, indirectly in any manner that would result in a violation of any such Sanctions.


 


(b) 
Parent and its Subsidiaries have implemented and maintain in effect policies and procedures designed to promote and achieve compliance
in all material respects with applicable Sanctions, and, to the knowledge of Parent, its Subsidiaries and its officers, directors and
employees, are in compliance with applicable Sanctions in all material respects.


 


9.19         USA
PATRIOT Act. Parent and each of its Subsidiaries are in compliance in all material respects with the USA PATRIOT Act.


 


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


 


9.21         Solvency.
Parent and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated
hereby, are Solvent.


 


SECTION 10.         COVENANTS.


 


On
and following the Restatement Date and thereafter until all obligations of the Company hereunder and under the other Loan Documents (other
than any contingent indemnification or similar obligations not yet due and payable) are paid in full, each of Parent and the Company
agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it will:


 


10.1         Reports,
Certificates and Other Information. Furnish to the Administrative Agent:


 


   10.1.1            Audit
Report. Promptly when available, and in any event not later than the earlier of (a) five Business Days after the filing thereof
with the SEC and (b) 105 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of Parent
and its consolidated Subsidiaries for such Fiscal Year together with audited consolidated statements of earnings and cash flows for such
Fiscal Year, accompanied by the report of Deloitte & Touche LLP or another nationally-recognized independent registered public
accounting firm (the “Independent Auditor”), which report shall (i) state that such consolidated financial statements
present fairly, in all material respects, the financial position for the periods indicated in conformity with GAAP and (ii) not
be qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of Parent’s
or any Subsidiary’s records; provided that (x) if such report of the Independent Auditor is a combined report (that
is, one report containing an opinion on such consolidated financial statements, an opinion on internal controls over financial reporting
and an opinion on management’s assessment of internal controls over financial


 



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reporting),
then such report may include a qualification or limitation relating to Parent’s system of internal controls over financial reporting
due to the exclusion of any acquired business from the scope of management’s assessment of internal controls over financial reporting
to the extent such exclusion is permitted under provisions published by the Public Company Accounting Oversight Board, the SEC or another
applicable Governmental Authority, and (y) such report may contain references (excluding formal qualifications) regarding audits
performed by other auditors as contemplated by AU Section 543, Part of Audit Performed by Other Independent Auditors
(or any successor or similar standard under GAAP.


 







   10.1.2           Quarterly
Reports. Promptly when available, and in any event not later than (a) five Business Days after the filing thereof with the
SEC and (b) 45 days after the end of each Fiscal Quarter (except the last Fiscal Quarter of each Fiscal Year), consolidated balance
sheets of Parent and its consolidated Subsidiaries as of the end of such Fiscal Quarter, together with consolidated statements of earnings
and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day
of such Fiscal Quarter, certified by an Executive Officer as fairly presenting in all material respects, in accordance with GAAP (subject
to normal year-end audit adjustments and the absence of footnotes), the consolidated financial position and results of operations for
Parent and its consolidated Subsidiaries for such periods.


 


   10.1.3            Certificates.
Within five days of the furnishing of a copy of each annual audit report pursuant to Section 10.1.1 and of each set of quarterly
statements pursuant to Section 10.1.2, a duly completed compliance certificate in the form of Exhibit B, with
appropriate insertions, dated the date of such annual report or such quarterly statements and signed by an Executive Officer, containing
a computation of each of the financial ratios and restrictions set forth in Section 10.6 and to the effect that such officer
has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such
event, describing it and the steps, if any, being taken to cure it.


 


   10.1.4           Reports
to SEC and to Shareholders. Within 15 days after the filing or sending thereof, copies of all reports on Form 10-K, 10-Q or
8-K (including any amendment thereto) of any Loan Party filed with the SEC (excluding exhibits thereto, provided that Parent shall promptly
deliver any such exhibit to the Administrative Agent or any Lender upon request therefor); copies of all registration statements of any
Loan Party filed with the SEC (other than on Form S-8); and copies of all proxy statements or other communications made to shareholders
generally concerning material developments in the business of any Loan Party.


 


   10.1.5           Notice
of Default, Litigation and ERISA Matters. Promptly upon any Executive Officer becoming aware of any of the following, written notice
describing the same and the steps being taken by Parent or the Subsidiary affected thereby with respect thereto:


 


(a)            the
occurrence of an Event of Default or an Unmatured Event of Default;


 


(b)            any
litigation, arbitration or governmental investigation or proceeding not previously disclosed by Parent or the Company to the Lenders
which has been instituted or, to the knowledge of Parent or the Company, as applicable, is threatened in writing against Parent or any
Subsidiary or to which any of the properties of any thereof is subject which could reasonably be expected to have a Material Adverse
Effect;


 







(c)            the
institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan other than a “standard
termination” in accordance with Section 4041(b) of ERISA, or the failure of any member of the Controlled Group to make
a required contribution to any Pension Plan (if such failure is sufficient to give rise to a lien under Section 303(k) of
ERISA) or to any Multiemployer Pension Plan (in each case if such failure could reasonably be expected to have a Material Adverse Effect),
or the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the requirement that Parent
furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension


 



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Plan
or Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect, or any notice that any Multiemployer
Pension Plan is in reorganization, that material increased contributions may be required to avoid a reduction in plan benefits or the
imposition of an excise tax, that any such plan is or has been funded at a rate less materially than that required under Section 412
of the Code, that any such plan is or may be involuntarily terminated, or that any such plan is or may become insolvent;


 


(d)            any
Loan Party becomes an entity deemed to hold Plan Assets; and


 


(e)            any
other event which could reasonably be expected to have a Material Adverse Effect.


 


   10.1.6           Other
Information. From time to time such other information concerning Parent and its Subsidiaries (including financial and management
reports submitted to Parent by independent auditors in connection with each annual or interim audit made by such auditors of the books
of Parent) as the Administrative Agent or any Lender through the Administrative Agent may reasonably request.


 


Documents required
to be delivered pursuant to Section 10.1.1, 10.1.2 or 10.1.4 (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 Parent posts such documents, or provides a link thereto, on Parent’s website on the Internet at
the website address listed on Schedule 14.3 or on EDGAR (the Electronic Data Gathering, Analysis and Retrieval system of the SEC)
or any successor thereto; or (ii) on which such documents are posted on Parent’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, except in the case of any filing on EDGAR or any successor thereto, Parent shall
notify (which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Lender) of the posting of any
such document and, promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic
version (i.e., a soft copy) of any such document specifically requested by the Administrative Agent. The Administrative Agent shall have
no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by Parent or the Company with any such request for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.


 


Parent and the
Company hereby acknowledge that (a) the Lead Arrangers and/or the Administrative Agent will make available to the Lenders materials
and/or information provided by or on behalf of Parent hereunder (collectively, “Borrower Materials”) to Lenders and
potential Lenders by posting the Borrower Materials on an electronic system, including e-mail, e-fax, Intralinks®, ClearPar®,
Debt Domain, Syndtrak and any other internet or extranet-based site, whether such electronic system is owned, operated or hosted by the
Administrative Agent and any of its respective Related Persons or any other Person, providing for access to data protected by passcodes
or other security system (the “Platform”) and (b) certain of the Lenders or potential Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Parent or its securities) (each, a
 “Public Lender”). Each of Parent and the Company hereby agrees that it will use commercially reasonable efforts to
identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials
that are 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,” Parent and the Company shall be deemed to have authorized the Lead Arrangers, the Administrative Agent, the Lenders
and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Parent
or


 



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its securities
for purposes of United States Federal and state securities laws, it being understood that certain of such Borrower Materials may be subject
to the confidentiality requirements of Section 14.14; (y) all Borrower Materials marked “PUBLIC” are permitted
to be made available through a portion of the Platform designated “Public Investor;” and (z) the Lead Arrangers and
the Administrative Agent shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting
on, and shall only post such Borrower Materials on, the portion of the Platform not designated “Public Investor”. Notwithstanding
the foregoing, Parent and the Company shall be under no obligation to mark any Borrower Materials “PUBLIC”.


 







Any Platform used
by the Administrative Agent is provided “as is” and “as available”. The Agent-Related Persons do not warrant
the adequacy of such Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind,
express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party
rights or freedom from viruses or other code defects, is made by any Agent-Related Persons in connection with the Communications or any
Platform. In no event shall any Agent-Related Persons have any liability to the Company or the other Loan Parties, any Lender or any
other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or
expenses (whether in tort, contract or otherwise) arising out of the Company’s, any Loan Party’s or the Administrative Agent’s
transmission of communications through a Platform, other than those arising from direct (and not indirect, special, incidental or consequential)
damages, losses or expenses (whether in tort, contract or otherwise) to the extent the liability of such Person is found in a final non-appealable
judgment of a court of competent jurisdiction to have resulted from any Agent-Related Persons’ gross negligence or willful misconduct.
 “Communications” means, collectively, any notice, demand, communication, information, document or other material provided
by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the
Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through a Platform.


 


If any financial
materials and related certificates required to be delivered pursuant to Section 10.1.1, 10.1.2, 10.1.3 or
10.1.4 shall be required to be delivered pursuant to the terms of such Section(s) on a day that is not a Business Day, the
required date for such delivery shall be extended to the next succeeding Business Day.


 


10.2         Books,
Records and Inspections. (a) Keep, and cause each Subsidiary to keep, its books and records in accordance with sound business
practices sufficient to allow the preparation of financial statements in accordance with GAAP; (b) permit, and cause each Significant
Subsidiary to permit, the Administrative Agent (which may be accompanied by any Lender other than any Disqualified Lender) or any representative
thereof upon reasonable prior notice to inspect the properties and operations of Parent and of such Significant Subsidiary; and (c) permit,
and cause each Significant Subsidiary to permit, at any reasonable time during normal business hours and with reasonable notice, the
Administrative Agent (which may be accompanied by any Lender other than any Disqualified Lender) or any representative thereof to visit
any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes
such independent auditors to discuss such financial matters with the Administrative Agent (which may be accompanied by any Lender other
than any Disqualified Lender) or any representative thereof, provided that the Company shall have the right to be present at any
such discussions), to examine (and photocopy extracts from) any of its books or other financial or operating records, provided
that, unless an Event of Default exists, the costs and expenses associated with any visit or inspection made pursuant to clause (b) or
(c) shall be for the account of the Administrative Agent (or, if acting upon the request of or accompanied by any Lender,
such Lender). Notwithstanding anything to the contrary in this Section 10.2, none of Parent or any of its Subsidiaries will
be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any


 



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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 any applicable legal requirement or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes
attorney work product.


 







10.3         Insurance.
Except to the extent failure to be so insured could not reasonably be expected to have a Material Adverse Effect, maintain, and cause
each Significant Subsidiary to maintain, with responsible insurance companies, such insurance as may be required by any law or governmental
regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities,
as is customarily maintained by companies similarly situated; provided that self-insurance of risks and in amounts customary in
the industry of Parent and its Significant Subsidiaries shall be permitted.


 


10.4         Compliance
with Laws; Payment of Taxes. (a) Comply, and cause each Subsidiary to comply, with all applicable laws (including Environmental
Laws and ERISA), rules, regulations, decrees, orders, judgments, licenses and permits, except to the extent the failure to comply therewith,
either individually or in the aggregate with all other such failures, could not reasonably be expected to have a Material Adverse Effect;
(b) pay, and cause each Subsidiary to pay, prior to delinquency, all federal Taxes and all other material Taxes and governmental
charges against it or any of its property; provided that the foregoing shall not require Parent or any Subsidiary to pay any such
Tax or charge (i) so long as it shall contest the validity thereof in good faith by appropriate action and shall set aside on its
books adequate reserves with respect thereto or (ii) if failure to pay the same could not reasonably be expected to have a Material
Adverse Effect and (c) maintain in effect and enforce policies and procedures designed to promote and achieve compliance in all
material respects with Anti-Corruption Laws and applicable Sanctions.


 


10.5         Maintenance
of Existence, etc. Maintain and preserve, and (subject to Section 10.9, or as otherwise permitted by the Company
Merger Agreement) cause each Significant Subsidiary to maintain and preserve, (a) its existence and good standing (or equivalent
status) in the jurisdiction of its incorporation and (b) its qualification and good standing (or equivalent status) as a foreign
corporation in each jurisdiction where the nature of its business makes such qualification necessary (except in those instances in which
the failure to be qualified or in good standing (or equivalent status) could not reasonably be expected to have a Material Adverse Effect).


 


10.6         Financial
Covenants.


 


   10.6.1            Funded
Debt to EBITDA Ratio. (a) Subject to clause (b) below, not permit the Funded Debt to EBITDA Ratio as of the last day
of each Fiscal Quarter ending after the Borrowing Date to exceed 4.00 to 1.00.


 


(b) If the
Funded Debt to EBITDA Ratio, calculated on a pro forma basis, exceeds 3.00 to 1.00, on the Company Acquisition Closing Date, clause (a) above
shall cease to be in effect and Parent shall not permit the Funded Debt to EBITDA Ratio as of the last day of each Fiscal Quarter ending
on or after the Company Acquisition Closing Date to exceed 4.50 to 1.00.


 


   10.6.2            Interest
Coverage Ratio. Not permit the Interest Coverage Ratio as of the last day of the first full Fiscal Quarter ended after the Borrowing
Date, and the last day of any Fiscal Quarter ended thereafter, to be less than 3.00 to 1.0.


 







Notwithstanding
anything in this Agreement to the contrary, to the extent there are any amounts outstanding under the Note Purchase Agreements (including
any refinancing of the principal amount thereof,


 



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modification or
amendment thereof) and such Note Purchase Agreements contain total leverage and/or interest coverage covenants (including the component
definitions thereof, the “Notes Financial Covenants”) that, after giving effect to any consent, waiver or modification thereto
by the holders thereunder, are more favorable to the holders thereunder than the financial covenants (including the component definitions
thereof) set forth above in this Section 10.6 (the “Bank Financial Covenants”) are to the Lenders, such more
favorable Notes Financial Covenants shall be deemed incorporated by reference into this Section 10.6 and shall apply in lieu of
the financial maintenance covenants set forth above. When any compliance certificate is delivered pursuant to Section 10.1.3
for a Fiscal Year or Fiscal Quarter ended on a date when this paragraph applied, in addition to calculating the ratios required by
the Bank Financial Covenants, such compliance certificate shall contain computations in respect of the Notes Financial Covenants and
a demonstration of compliance therewith.


 


10.7         Limitations
on Debt. Not, and not permit any Significant Subsidiary to, create, incur, assume or suffer to exist any Debt, except:


 


(a)            Debt
arising under the Loan Documents;


 


(b)            Debt
incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) obligations under
Capital Leases and (ii) Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior
to the acquisition thereof (and not incurred in contemplation of such acquisition); provided that (x) such Debt is incurred
prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction
or improvement, as the case may be and (y) such Debt does not exceed the cost of such asset as of the date of such acquisition
or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be;


 


(c)            Debt
secured by Liens permitted by Section 10.8(c), (f) or (k);


 


(d)            Debt
(or any undrawn commitment therefor) existing on the Restatement Date and listed in Schedule 10.7;


 


(e)            refinancings,
extensions or renewals of any of the foregoing Debt or any Debt incurred pursuant to clause (m) below to the extent the
principal amount thereof is not increased except by (A) an amount equal to unpaid accrued interest and premiums (including tender
premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront
fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, extension or renewal (including
extensions, renewals or replacements of guarantees in respect of such Debt as so refinanced, extended or renewed) and so long as the
material terms applicable to such refinanced Debt are no less favorable to Parent or the applicable Significant Subsidiary, taken as
a whole, than the material terms in effect immediately prior to such refinancing;


 


(f)            Subordinated
Debt;


 


(g)            Hedging
Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation and Debt in respect of
overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash management
and similar arrangements, in each case in the ordinary course of business;


 


(h)            Debt
of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof;


 


(i)            Debt
of Parent or a Significant Subsidiary as an account party in respect of trade and standby letters of credit;


 


(j)            Debt
arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice;


 



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(k)            other
unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt
shall not at the time of incurrence thereof exceed the greater of (i) $450,000,000 and (ii) 5% of the consolidated assets
of Parent and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been
delivered pursuant to Section 10.1.1 or 10.1.2;


 


(l)            Securitization
Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater
of (i) $250,000,000 and (ii) 12% of the consolidated assets of Parent and its Subsidiaries as of the last day of the Fiscal
Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2;


 


(m)           Debt
arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor Agreement);
provided that, at the time of incurrence of Debt described in this clause (m) after the Restatement Date, Parent
is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any
guaranty of the foregoing; provided further that Debt incurred by Persons other than Parent, the Company or any other Guarantor
of the Company’s obligations hereunder pursuant to this clause (m) and clause (o) below shall not in the aggregate
exceed 15% of consolidated total assets of Parent and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for
which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2;


 


(n)            Suretyship
Liabilities of the Company with respect to Debt of any Significant Subsidiary permitted hereunder;


 


(o)            other
unsecured Debt of the Company, any Guarantor or Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the
time of incurrence of Debt described in this clause (o) after the Restatement Date, the Company is in pro forma compliance
with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing;
provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations hereunder
pursuant to this clause (o) and clause (m) above shall not in the aggregate exceed the greater of (i) $900,000,000
and (ii) 15% of consolidated assets of Parent and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended
for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; and


 


(p)            Parent
Debt; provided that (i) (x) so long as any Parent Acquisition Debt is outstanding, any Subsidiary that guarantees the Parent
Acquisition Debt shall be a Subsidiary Guarantor and (y) so long as any Debt is outstanding under Parent Existing Credit Agreement,
any Subsidiary that guarantees the such Debt shall be a Subsidiary Guarantor, (ii) the Parent Acquisition Debt arises under an
Additional Obligations Agreement (as defined in the Intercreditor Agreement) and (iii) such Parent Acquisition Debt and Parent
Existing Debt, if secured, is secured only by Liens permitted by Section 10.8(m).


 


10.8          Liens.
Not, and not permit any Significant Subsidiary to, create or permit to exist any Lien on any of its real or personal properties, assets
or rights of whatsoever nature (whether now owned or hereafter acquired), except:


 


(a)            Liens
for Taxes or other governmental charges not at the time delinquent for more than 90 days or thereafter payable without penalty or being
contested in good faith by appropriate action and, in each case, for which it maintains adequate reserves, provided that no notice
of lien has been filed or recorded under the Code;


 







(b)          Liens
arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar
Liens imposed by law and (ii) Liens


 



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incurred
in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising
under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested
in good faith by appropriate action and not involving borrowed money, and, in each case, for which it maintains adequate reserves;


 


(c)            Liens
identified in Schedule 10.8 and any refinancing, renewal, extension or replacement of any such Lien (to the extent the aggregate
principal amount of the Debt or other obligation secured thereby is not increased and so long as the scope of the property subject to
such Lien is not increased);


 


(d)            attachments,
appeal bonds, judgments and other similar Liens arising in connection with court proceedings to the extent such attachments, appeal bonds,
judgments and other similar Liens do not constitute an Event of Default pursuant to Section 12.1.7;


 


(e)            leases
or subleases or licenses or sublicenses granted to others in the ordinary course of business, easements, rights of way, restrictions,
minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of
the business of Parent or any Significant Subsidiary;


 


(f)            Liens
on property of a Person immediately prior to its being consolidated with or merged into Parent or a Significant Subsidiary or otherwise
becoming a Significant Subsidiary and Liens on assets existing at the time of acquisition (by merger or otherwise) of such property by
Parent or a Significant Subsidiary, in each case not created in contemplation thereof, provided that such Liens do not extend
to or cover additional types of assets, and, in each case, any refinancing, renewal, extension or replacement of any such Lien (to the
extent the aggregate principal amount of the Debt or other obligation secured thereby is not increased and so long as the scope of the
property subject to such Lien is not increased);


 


(g)            Liens
securing Debt permitted by Section 10.7(b) or any refinancing, renewal, extension or replacement thereof (to the extent
the aggregate principal amount of such Debt is not increased); provided that such Lien attaches solely to the property so acquired,
constructed or improved in such transaction (provided that individual financings under Section 10.7(b) provided
by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that
are permitted by Section 10.7(b));


 


(h)            Liens
arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a creditor depository institution and/or Liens arising in the ordinary
course of business with respect to deposit accounts relating to intercompany cash pooling, interest set-off and/or sweeping arrangements;
provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against
access by Parent or the applicable Significant Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such
deposit account is not intended by Parent or any Subsidiary to provide collateral to such depository institution;


 


(i)            Liens
securing Securitization Obligations permitted by Section 10.7(l);


 


(j)            Liens
arising under any Loan Document;


 


(k)            any
other Lien securing obligations at the time of incurrence of any such obligations in an aggregate outstanding amount not exceeding the
greater of (i) $400,000,000 and (ii) 10% of the consolidated tangible assets (calculated as of the end of the most recently
ended Fiscal Year) of Parent and its Subsidiaries; provided that no Lien permitted under this clause (k) may secure


 



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any
obligations under any Note Purchase Agreement or Additional Obligations Agreement (as defined in the Intercreditor Agreement);


 







(l)            Liens
on cash, cash equivalents and/or securities deposited in connection with the defeasance and/or discharge of Debt; and


 


(m)          Liens
securing Debt permitted by Section 10.7(p); provided that (i) such Liens extend solely to property and assets that
secure the Obligations, (ii) the Liens securing such Debt are pari passu or junior to the Liens securing the Obligations and (iii) a
Pari Passu Intercreditor Agreement is in full force and effect.


 


Any Lien permitted
above on any property may extend to the identifiable proceeds of such property.


 


10.9         Mergers,
Consolidations, Sales. Not, and not permit any other Loan Party to, be a party to any merger or consolidation, make any Acquisition,
purchase or otherwise acquire any partnership or joint venture interest in any other Person (other than a Person that is, or becomes
as the result of purchase or acquisition, a Subsidiary), or sell, transfer, convey or lease all or any substantial part of its assets,
or sell or assign with or without recourse any receivables, except for:


 


(a)             any
such merger or consolidation, sale, transfer, conveyance, lease or assignment (i) of or by any Loan Party into, with or to the
Company or another Loan Party, (ii) of or by any wholly-owned Subsidiary into the Company or any other Loan Party or into, with
or to any wholly-owned Domestic Subsidiary, (iii) of or by any wholly-owned Foreign Subsidiary into any other wholly-owned Foreign
Subsidiary or (iv) of or by the Company into any wholly-owned Domestic Subsidiary (provided that (x) in each of the foregoing
clauses (i), (ii) and (iv), in the case of any such merger or consolidation to which the Company is a party, the Company is the
surviving or continuing entity and survives or continues, as the case may be, as the ultimate parent company in the Company’s organizational
structure and (y) subject to clause (x) above, in the case of clause (ii), in the case of any such merger or consolidation
to which a Subsidiary Guarantor is a party, the Subsidiary Guarantor is the surviving or continuing entity;


 


(b)            any
such purchase or other acquisition by any Loan Party of the assets or stock of any wholly-owned Subsidiary;


 


(c)            Permitted
Acquisitions and the Company Acquisition;


 


(d)            dispositions
of accounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to a Permitted Securitization;


 


(e)            dispositions
of inventory and worn-out, obsolete or surplus equipment in the ordinary course of business and cash, cash equivalents and marketable
securities in the ordinary course of business;


 


(f)            dispositions
of accounts receivable with extended terms and dispositions of defaulted accounts receivable without credit recourse in transactions
that do not constitute securitizations, in each case in the ordinary course of business consistent with past practice of Parent and its
Significant Subsidiaries;


 


(g)            sales
and dispositions of assets (including stock of Subsidiaries) purchased in connection with (and as a direct result of) a Permitted Acquisition;


 


(h)            purchases
and other acquisitions of such partnership and joint venture interests so long as the aggregate amount of investments (net of any cash
returns thereon) in such partnerships and joint ventures does not, on the date any such investment is made, exceed 20% of the consolidated
tangible assets of Parent and its Subsidiaries;


 



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(i)        sales
and dispositions of Equity Interests in any Lender acquired by virtue of any Bail-In Action or similar regulatory action;


 





(j)        other
sales and dispositions of assets (including the stock of Subsidiaries) made for fair market value so long as (i) no Unmatured Event
of Default pursuant to Section 12.1.1 or Event of Default exists or would exist immediately after giving effect thereto,
(ii) in respect of any such sales or dispositions involving consideration of at least $10,000,000, at least 75% of such consideration
is in the form of cash or cash equivalents (it being understood and agreed that for purposes of this Section 10.9(j), each
of the following will be deemed to be cash: (A) any liabilities, as shown on the most recent consolidated balance sheet of Parent
or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations) that are
assumed by the transferee of any such assets pursuant to a customary assignment and assumption or novation agreement that releases Parent
or such Subsidiary from further liability with respect thereto; (B) any securities, notes or other obligations or assets received
by Parent or any such Subsidiary from such transferee that are converted by Parent or such Subsidiary into cash or cash equivalents within
180 days of the sale or disposition; and (C) Debt of any Subsidiary that ceases to be a Subsidiary of the Company as a result of
the sale or disposition to the extent that Parent and its Subsidiaries are released from any guarantees of such Debt); and (iii) the
Net Cash Proceeds of all such sales and dispositions are applied to prepay the Loans pursuant to Section 6.2.4(a) to
the extent required thereby; and


 


(k)       any
sale or disposition required by any applicable law, rule, regulation, or Governmental Authority in connection with the consummation of
the Company Acquisition which such sale or disposition shall be for fair market value.


 


For the avoidance
of doubt, the granting of a Lien to secure the repayment of Debt or other obligations shall not, in and of itself, constitute a conveyance
or transfer of assets pursuant to this Section 10.9.


 


10.10      Use
of Proceeds. Use the proceeds of the Loans solely, (a) to pay fees, costs and expenses associated with the Transactions and
(b) to pay the Specified Dividend, and, in each case, not use the proceeds of any Loans, directly or indirectly, to purchase or
carry Margin Stock in a manner that violates Regulation U or Regulation X of the FRB. None of the proceeds will be used or distributed,
directly or, to the knowledge of the Company, indirectly, for the purpose of financing the activities of any person currently subject
to any applicable Sanctions or in violation of Sanctions. None of the proceeds will be used or distributed, directly or, to the knowledge
of the Company, indirectly, for the purposes of facilitating activities in violation of applicable Anti-Corruption Laws.


 


10.11     Further
Assurances. Take, execute and deliver, and cause each applicable Subsidiary to take, execute and deliver, any and all such further
acts and agreements as the Administrative Agent or the Required Lenders may reasonably request from time to time in order to ensure that
(a) [reserved], (b) the obligations of the Company hereunder and under the other Loan Documents are guaranteed by each Domestic
Subsidiary (except to the extent that that the failure of any Subsidiary to so guaranty the obligations of the Company would not result
in a breach of Section 10.16); and deliver, to the Administrative Agent such documents as the Administrative Agent (or the
Required Lenders acting through the Administrative Agent) may reasonably request (including opinions of counsel) to confirm that (i) the
guarantee of Parent pursuant to Section 15 is the legal, valid and binding obligation of Parent and (ii) the Subsidiary
Guaranty is the legal, valid and binding obligation of each Subsidiary Guarantor.








 


10.12     Transactions
with Affiliates. Not, and not permit any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement
or contract with any of its other Affiliates (other than another Loan Party or any wholly-owned Subsidiary) which is on terms, taken


 






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as
a whole, which are less favorable than are obtainable from any Person which is not one of its Affiliates under comparable circumstances,
provided that this Section 10.12 shall not prohibit:


 





(a)       capital
contributions and distributions with respect to the equity interests of the Company or such Loan Party in the ordinary course of business
or any other capital contribution to the Company;


 


(b)       any
employment or severance agreement and any amendment thereto entered into by the Company or any other Loan Party in the ordinary course
of business;


 


(c)       the
payment of reasonable directors’ fees and benefits;


 


(d)       the
provision of officers’ and directors’ indemnification and insurance in the ordinary course of business to the extent permitted
by applicable law;


 


(e)       non-interest
bearing (or below-market interest-bearing) intercompany loans or other advances in the ordinary course of business and consistent with
past practice;


 


(f)        the
payment of employee salaries, bonuses and employee benefits in the ordinary course of business;


 


(g)       sales
or leases of goods to Affiliates in the ordinary course of business for less than fair market value, but for not less than cost; or


 


(h)       any
transaction permitted under Section 10.7 (provided that no Loan Party may forgive Debt owing to it by an Affiliate
that is not a Loan Party or a wholly-owned Subsidiary) or 10.9.


 


10.13     Employee
Benefit Plans. Maintain, and cause each Subsidiary to maintain, each Pension Plan in compliance with all applicable requirements
of law and regulations, except to the extent non-compliance could not reasonably be expected to have a Material Adverse Effect.


 


10.14     Environmental
Laws. Conduct, and cause each Subsidiary to conduct, its operations and keep and maintain its property in compliance with all Environmental
Laws, except to the extent non-compliance, could not reasonably be expected to have a Material Adverse Effect.


 


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


 


10.16     Non-Guarantor
Domestic Subsidiaries. Not later than the date on which Parent delivers a certificate pursuant to Section 10.1.3 in respect
of the last day of each applicable quarter or year end of Parent, take all steps necessary to ensure that, by such delivery date and
calculated as of the last day of each applicable quarter or year end of Parent for which such certificate was delivered, Domestic Subsidiaries
(other than Excluded Subsidiaries) that, together with Parent, account for (i) not less than 80% of the total assets of Parent and
its Domestic Subsidiaries (other than Excluded Subsidiaries) as of the last day of such quarter or year ended immediately prior to the
date of determination and (ii) not less than 80% of the total revenues of Parent and its Domestic Subsidiaries (other than Excluded
Subsidiaries) for the 12-month period ending on the last day of the quarter or year ended immediately prior to the date of determination
(in each case excluding assets and revenues of any Subsidiary or business unit that has been divested or liquidated on or prior to any
date of determination and after giving effect to the elimination of intercompany items) for which financial statements have been delivered
pursuant to Section 10.1.1 or 10.1.2, are parties to the


 






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Subsidiary
Guaranty (the thresholds in the foregoing clauses (i) and (ii), together, the “Minimum Guarantor Threshold”);
provided that no default shall occur under this Section 10.16 if, notwithstanding the Minimum Guarantor Threshold,
all Domestic Subsidiaries (other than Excluded Subsidiaries) as of such date of determination are parties to the Subsidiary Guaranty.


 





SECTION 11.    EFFECTIVENESS;
CONDITIONS OF LENDING, ETC.


 


11.1          Effectiveness.
Anything herein to the contrary notwithstanding, the Effective Date shall not occur until the date on which each of the following conditions
precedent is satisfied (or waived in accordance herewith):


 


11.1.1       “Know
Your Customer” Documentation; Beneficial Ownership Certification. The Administrative Agent shall have received (i) at
least three business days prior to the Effective Date, satisfactory documentation and other information about the Company requested by
the Administrative Agent (on behalf of itself or the Lenders) at least ten business days prior to the Effective Date that is required
(as reasonably determined by the Administrative Agent) by regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Company
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective
Date, any Lender that has requested, in a written notice to the Company at least 10 days prior to the Effective Date, a Beneficial Ownership
Certification in relation to the Company shall have received such Beneficial Ownership Certification (provided that, upon the execution
and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed
to be satisfied).


 


11.1.2       Loan
Documents. The Administrative Agent (or its counsel) shall have received from the Company either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf
or facsimile transmission of a signed signature page of this Agreement) that the Company has signed such a counterpart.


 


11.1.3       Other
Documents. The Administrative Agent shall have received corporate documents of the Company and officers’ and public officials’
certifications with respect to the Company; and evidence of the Company’s corporate authority, and customary incumbencies.


 


Notwithstanding
anything in this Agreement to the contrary, the effectiveness of the Agreement will occur on the Effective Date if the conditions set
forth in this Section 11.1 are satisfied (or waived in accordance herewith). The Administrative Agent shall provide written
notice to the Company and the Lenders of this Agreement becoming effective, which notice shall be conclusive and binding.


 


11.2               Conditions
to Extension of Term Loans. The obligation of each Lender to make Term Loans shall be subject to the satisfaction (or waiver in accordance
herewith) of the following conditions precedent:


 


11.2.1       Effective
Date. The Effective Date shall have occurred.


 


11.2.2       Loan
Documents. The Administrative Agent (or its counsel) shall have received from each Guarantor, if any, either (i) a counterpart
of the Subsidiary Guaranty signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative
Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed
such a counterpart.







 


11.2.3       Merger.
(a) The Internal Restructuring (as defined in the Separation Agreement) and the transfer of assets and assumption of liabilities
contemplated by, as applicable, the


 






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Company
Merger Agreement, the Separation Agreement, the Employee Matters Agreement (as defined in the Company Merger Agreement), the Real Estate
Matters Agreement (as defined in the Company Merger Agreement) and the Intellectual Property Matters Agreement (as defined in the Company
Merger Agreement), in each case, shall have been consummated or will be consummated substantially concurrently with the funding of the
Term Loans, in all material respects in accordance with and subject to the terms of the Company Merger Agreement, the Separation Agreement,
the Employee Matters Agreement, the Real Estate Matters Agreement and the Intellectual Property Matters Agreement, (b) the Spinco
Contribution (as defined in the Company Merger Agreement) and the Distributions (as defined in the Company Merger Agreement) shall have
been consummated or will be consummated substantially concurrently with the funding of the Term Loans in accordance with the terms of
the Separation Agreement and the Company Merger Agreement, (c) the Transition Services Agreement (as defined in the Company Merger
Agreement) shall have been executed and delivered by the parties thereto and (d) the Company Acquisition shall have been consummated,
or will be consummated substantially concurrently with the funding of the Term Loans, in accordance with the Company Merger Agreement
and no amendments, modifications, consents or waivers to or of the Company Merger Agreement or the Separation Agreement (it being understood
and agreed that any purchase price adjustments and any extension of the “End Date” thereunder, in each case expressly contemplated
by the Separation Agreement or the Company Merger Agreement, each as in effect on February 15, 2021, shall not be considered an
amendment, modification, consent or waiver) that are materially adverse to the Lenders shall have been made without the consent of Lead
Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)); provided that any amendment, modification,
consent or waiver of the definition of either Spinco Material Adverse Effect or Lien and Guarantee Release (each as defined in the Company
Merger Agreement) in the Merger Agreement shall be deemed to be materially adverse to the Lenders.


 





11.2.4       Audited
and Unaudited Financial Statements. The Administrative Agent shall have received (a) (i) audited consolidated (x) balance
sheets of Parent for the two most recent Fiscal Years ended at least 105 days prior to the Borrowing Date and (y) related statements
of income, stockholders’ equity and cash flows of Parent for the two most recent Fiscal Years ended at least 105 days prior to
the Borrowing Date and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and
cash flows of Parent for each subsequent Fiscal Quarter (other than the fourth Fiscal Quarter of any Fiscal Year) ended at least 60 days
before the Borrowing Date (and the corresponding period in the prior year, in the case of the statements of income, stockholders’
equity and cash flows) and (b) (i) audited consolidated (x) balance sheets of the Company for the two most recent Fiscal
Years ended at least 105 days prior to the Borrowing Date and (y) related statements of income, stockholders’ equity and cash
flows of the Company for the two most recent Fiscal Years ended at least 105 days prior to the Borrowing Date and (ii) unaudited
consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each subsequent
Fiscal Quarter (other than the fourth Fiscal Quarter of any Fiscal Year) ended at least 60 days before the Borrowing Date (and the corresponding
period in the prior year (excluding such Fiscal Quarter ended March 31, 2020), in the case of the statements of income, stockholders’
equity and cash flows); provided that no such financial statements shall be required to include adjustments for purchase accounting
(including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business
Combinations (formerly SFAS 141R)); provided further that the Company shall be deemed to have satisfied this requirement to the
extent that any such financial statements have been filed and are publicly available electronically at www.sec.gov
(or a successor web site thereto).


 


11.2.5       Pro
Forma Financial Statements. The Administrative Agent shall have received the pro forma consolidated balance sheet of Parent as of
the end of the most recent Fiscal Year for which financial statements have been delivered pursuant to Section 11.2.4(a) and
the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 11.2.4(a), as applicable,
and pro forma consolidated statements of income of Parent for the most recent Fiscal Year for which financial


 






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statements
have been delivered pursuant to Section 11.2.4(a) and the most recent Fiscal Quarter for which financial statements
have been delivered pursuant to paragraph 4(a); provided that such pro forma consolidated balance sheet shall not be required to include
adjustments for purchase accounting (including adjustments of the type contemplated by the Financial Accounting Standards Board Accounting
Standards Codification 805, Business Combinations (formerly SFAS 141R)) or otherwise meet the requirements for pro forma financial statements
for a public company.







 


11.2.6       Solvency
Certificate. The Administrative Agent shall have received a certificate in the form of Exhibit G from the Company executed by
its chief financial officer certifying that the Company and its Subsidiaries, on a consolidated basis after giving effect to the Transactions
and the other transactions contemplated hereby, are Solvent.


 


11.2.7       Material
Adverse Effect. Since February 15, 2021, there shall not have occurred any Spinco Material Adverse Effect (as defined in the
Company Merger Agreement), and no event shall have occurred or circumstance shall exist that, in combination with any other events or
circumstances, would reasonably be expected to have or result in a Spinco Material Adverse Effect.


 


11.2.8       Funded
Debt to EBITDA Ratio. If there is no Debt Rating in effect as of the Borrowing Date, a certificate setting forth in reasonable detail
the calculation of the Funded Debt to EBITDA Ratio (calculated on a pro forma basis after giving effect to the Company Merger Transactions)
for the most recent period of four consecutive Fiscal Quarters of Parent for which financial statements have been delivered pursuant
to clause 11.2.4; provided that the foregoing condition will be satisfied by the delivery by Parent of such a certificate
in satisfaction of the corresponding condition to the funding of the Parent Term Facility.


 


11.2.9       Payment
of Fees and Expenses. Prior to or concurrently with the Borrowing Date, the Company shall have paid all fees, expenses and other
amounts payable by it under any separate letter agreements among the Company and the Persons identified on the facing page of this
Agreement as “Joint Lead Arrangers on or prior to the Borrowing Date to the extent such amounts are invoiced at least two Business
Days prior to the Borrowing Date; provided that, in the case of expenses, the Company has received a reasonably detailed summary
of such expenses not less than two Business Days prior to the Borrowing Date (which amounts may be offset against the proceeds of the
Term Loans).


 


11.2.10     Representations.
The (i) Company Merger Agreement Representations shall be true and correct to the extent required by the terms of the definition
thereof and (ii) the Specified Representations shall be true and correct in all material respects (except in the case of any Specified
Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material
respects as of the respective date or for the respective period, as the case may be); provided, that to the extent that any of
the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change”
or similar term or qualification, (x) the definition thereof shall be the definition of Spinco Material Adverse Effect (as defined
in the Company Merger Agreement) for purposes of any such representations and warranties made or deemed made on, or as of, the Borrowing
Date (or any date prior thereto) and (y) such Specified Representations shall be true in all respects.


 


11.2.11     Opinion
of Counsel for the Loan Parties. The Administrative Agent shall have received the opinions of Morgan Lewis & Bockius
LLP, counsel to the Loan Parties.


 


11.2.12     Refinancing.
The Remainco Refinancing shall have been consummated, or will be consummated substantially concurrently with the funding of the Term
Loans and the Company Acquisition.


 






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11.2.13     Other
Documents. The Administrative Agent shall have received (a) corporate documents of the Subsidiary Guarantors and officers’
and public officials’ certifications with respect to the Subsidiary Guarantors; and evidence of the Subsidiary Guarantors’
corporate authority, and customary incumbencies and (b) a customary borrowing notice (which shall not require the certification
as to the absence of any Default or Event of Default or the accuracy of any representations or warranties other than as required by Section 11.2.10).


 


11.3          Conditions
to the Restatement Date. Anything herein to the contrary notwithstanding, the restatement of the Existing Credit Agreement in the
form of this Agreement shall be subject solely to the satisfaction or (waiver) of the following conditions precedent:


 


11.3.1       Loan
Documents. The Administrative Agent (or its counsel) shall have received from Parent and the Company either (i) a counterpart
of this Agreement, signed on behalf of such parties or (ii) written evidence reasonably satisfactory to the Administrative Agent
(which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that Parent and the Company has
signed such a counterpart.


 


11.3.2       Subsidiary
Guaranty. The Administrative Agent (or its counsel) shall have received from Parent and the Company (a) either (i) a counterpart
of the Subsidiary Guaranty, signed on behalf of the Subsidiaries party thereto or (ii) written evidence reasonably satisfactory
to the Administrative Agent (which may include .pdf or facsimile trans-mission of a signed signature page of the Subsidiary Guaranty)
that the Subsidiaries party thereto have signed such a counterpart or (b) to the extent a Subsidiary Guaranty is in effect, a joinder
to such Subsidiary Guaranty or an amendment and restatement of such Subsidiary Guaranty, joining the applicable Subsidiaries of Regal
Beloit.


 


11.3.3       Borrowing
Date. The Borrowing Date shall have occurred.


 


11.3.4       Company
Acquisition. The Company Acquisition shall have been consummated in accordance with the Company Merger Agreement and no amendments,
modifications, consents or waivers to or of the Company Merger Agreement or the Separation Agreement (it being understood and agreed
that any purchase price adjustments and any extension of the “End Date” thereunder, in each case expressly contemplated by
the Separation Agreement or the Company Merger Agreement, each as in effect on February 15, 2021, shall not be considered an amendment,
modification, consent or waiver) that are materially adverse to the Lenders shall have been made without the consent of Lead Arrangers
(such consent not to be unreasonably withheld, delayed or conditioned)); provided that any amendment, modification, consent or
waiver of the definition of either Spinco Material Adverse Effect or Lien and Guarantee Release (each as defined in the Company Merger
Agreement) in the Merger Agreement shall be deemed to be materially adverse to the Lenders.


 


Notwithstanding
anything in this Agreement to the contrary, the effectiveness of the Restatement Date will occur on the Restatement Date if the conditions
set forth in this Section 11.3 are satisfied (or waived in accordance herewith). The Administrative Agent shall provide written
notice to the Company and the Lenders of this Agreement becoming effective, which notice shall be conclusive and binding.


 


SECTION 12.    EVENTS
OF DEFAULT AND THEIR EFFECT.


 


12.1               Events
of Default. Each of the following shall constitute an Event of Default under this Agreement:


 






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12.1.1       Non-Payment
of the Loans, etc. Default in the payment when due of the principal of any Loan; or default, and continuance thereof for five
days, in the payment when due of any interest, fee or other amount payable by the Company hereunder or under any other Loan Document.


 


12.1.2       Non-Payment
of Other Debt, etc. (a) Any default shall occur under the terms applicable to any Debt of the Company or any other Loan
Party (other than Debt hereunder) in an aggregate principal amount (for all such Debt so affected) exceeding $100,000,000 and such default
shall (i) consist of the failure to pay such Debt when due (subject to any applicable grace period), whether by acceleration or
otherwise, or (ii) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such
holder or holders, to cause such Debt to become due and payable prior to its expressed maturity; provided that this clause (a) shall
not apply to any default under Debt of a third party assumed in connection with a Permitted Acquisition if such default is cured, or
such Debt is repaid, within 60 days after the consummation of the such Permitted Acquisition; or (b) any event shall occur with
respect to any Securitization Obligations that results in, or permits the holder or holders of such obligations, or any trustee or agent
for such holder or holders, to require the replacement or resignation of the servicer with respect thereto and the appointment of a new
servicer other than Parent or any Subsidiary.


 


12.1.3       Bankruptcy, Insolvency, etc.
The Company or any other Loan Party becomes insolvent or generally fails to pay, or admits in writing its general inability or refusal
to pay, debts as they become due; or the Company or any other Loan Party applies for, consents to, or acquiesces in the appointment of
a trustee, receiver or other custodian for the Company or any other Loan Party or any substantial part of the property thereof, or makes
a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver
or other custodian is appointed for the Company or such Loan Party or for any substantial part of the property thereof and is not discharged
within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law,
or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Subsidiary
Guarantor), is commenced in respect of the Company or any other Loan Party, and if such case or proceeding is not commenced by the Company
or any other Loan Party, an order for relief is entered therein, or such case or proceeding is consented to or acquiesced in by the Company
or such other Loan Party or remains for 60 days undismissed; or the Company or any other Loan Party takes any corporate action to authorize,
or in furtherance of, any of the foregoing.


 


12.1.4       Non-Compliance
with Provisions of this Agreement. (a) Failure by the Company to comply with or to perform any covenant set forth in Sections
10.1.5(a), 10.5 through 10.9, 10.12 or 10.16 ; (b) failure by the Company to comply with or to perform
any covenant set forth in Section 10.10 and continuance of such failure for ten Business Days after an Executive Officer
obtains actual knowledge; or (c) failure by the Company to comply with or to perform any other provision of this Agreement (and
not constituting an Event of Default under any of the other provisions of this Section 12) and continuance of such failure
for 30 days after written notice thereof to the Company from the Administrative Agent or any Lender (acting through the Administrative
Agent).


 


12.1.5       Representations
and Warranties. Any representation or warranty made by the Company under any Loan Document is breached or is false or misleading
in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by the Company
to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which
the facts therein set forth are stated or certified.


 


12.1.6       Pension
Plans and Plan Assets. (a) Institution of any steps by the Company or any other Person to terminate a Pension Plan if as a result
of such termination the Company could reasonably be expected to be required to make a contribution to such Pension Plan, or could reasonably
be


 






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expected
to incur a liability or obligation to such Pension Plan, which has, or could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect; (b) a contribution failure occurs with respect to any Pension Plan, which has, or could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect; (c) there shall occur any withdrawal or partial withdrawal
from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result
of such withdrawal (including any outstanding withdrawal liability that the Company and the Controlled Group have incurred on the date
of such withdrawal) has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (d) any
Loan Party becomes an entity deemed to hold Plan Assets and the Administrative Agent or any Lender is adversely effected as a result
thereof.


 





12.1.7       Judgments.
(a) Final judgments which exceed an aggregate of $100,000,000 shall be rendered against Parent or any Subsidiary or (b) any
one or more non-monetary final judgments shall be rendered against Parent or any Subsidiary that have, or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, in each case shall not have been paid, discharged or vacated or
had execution thereof stayed pending appeal within 60 days after entry or filing of such judgments.


 


12.1.8       Invalidity
of Guaranties. (a) Except as otherwise permitted herein, the Subsidiary Guaranty shall cease to be in full force and effect,
any Subsidiary Guarantor shall fail (subject to any applicable grace period) to comply with or to perform any applicable provision of
the Subsidiary Guaranty, or the Company or any other Loan Party (or any Person by, through or on behalf of the Company or any other Loan
Party) shall contest in writing the validity, binding nature or enforceability of the Subsidiary Guaranty with respect to any Subsidiary
Guarantor.


 


 (b)       The
guaranty of Parent under Section 15 shall cease to be in full force and effect, Parent shall fail (subject to any applicable
grace period) to comply with or to perform any applicable provision of Section 15, or Parent or any other Loan Party (or
any Person by, through or on behalf of the Company or any other Loan Party) shall contest in any manner the validity, binding nature
or enforceability of the guaranty of the Parent Guaranty under Section 15.


 


12.1.9       Change
of Control. Any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934) shall
acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under such Act) of more than 50% of the outstanding shares
of common stock of the Company other than pursuant to the Company Merger Transactions.


 


12.2               Effect
of Event of Default. If any Event of Default described in Section 12.1.3 shall occur with respect to the Company, the
Commitments (if they have not theretofore terminated) shall immediately terminate and the Commitments shall be reduced to zero and the
Loans and all other obligations hereunder shall become immediately due and payable, all without presentment, demand, protest or notice
of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent (upon written request of the
Required Lenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated and/or declare all Loans and
all other obligations hereunder to be due and payable, whereupon the Commitments (if they have not theretofore terminated) shall immediately
terminate and/or all Loans and all other obligations hereunder shall become immediately due and payable, all without presentment, demand,
protest or notice of any kind. The Administrative Agent shall promptly advise the Company in writing of any such declaration, but failure
to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event
described in Section 12.1.1 or Section 12.1.3 may be waived by the written concurrence of all of the Lenders,
and the effect as an Event of


 






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Default
of any other event described in this Section 12 may be waived by the written concurrence of the Required Lenders.


 





SECTION 13.    THE
ADMINISTRATIVE AGENT.


 


13.1               Appointment
and Authority. Each of the Lenders hereby irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent hereunder
and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither
the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions, other than Sections
13.5(b) and 13.9.


 


13.2               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.


 


13.3               Liability
of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein
and in the other Loan Documents. 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 an Event of Default or Unmatured Event of 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 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 bankruptcy, insolvency or similar law or that may effect
a forfeiture, modification or termination of property of a Defaulting Lender in violation of any bankruptcy, insolvency or similar 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 the Company or any of its Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 12.2 and 14.1) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Event of Default
or Unmatured Event of Default unless and until notice describing such Event of Default or Unmatured Event of Default is given to the
Administrative Agent by the Company or a Lender.


 






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The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default or Unmatured Event of 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 Loan Documents, (v) the
value or the sufficiency of any collateral granted under the Loan Documents, or (vi) the satisfaction of any condition set forth
in Section 11 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.


 





13.4               Reliance
by Administrative Agent. (a) 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 reasonably
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 Company), 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.


 


(b)       For
purposes of determining compliance with the conditions specified in Section 11.3, each Lender that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the
Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or 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 Restatement Date specifying its objection thereto.


 


13.5               Credit
Decision; Payments.


 


(a)       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.


 


(b)       (i) Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no


 






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event
later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to
which such a demand was made in same day funds, together with interest thereon in respect of each
day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the
Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender
shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without
limitation any defense based on “discharge for value” or any similar doctrine.  A notice of the Administrative Agent
to any Lender under this Section 13.5(b) shall be conclusive, absent manifest error.


 





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


 


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


 


(iv)       Each
party’s obligations under this Section 13.5(b) shall survive the resignation or replacement of the Administrative
Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment,
satisfaction or discharge of all Obligations under any Loan Document.


 


13.6               Indemnification.
Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons
(to the extent not reimbursed by or on behalf of the Company or any other Loan Party as required by any Loan Document and without limiting
the obligation of the Company or any other Loan Party to do so), pro rata, from and against any and all Indemnified Liabilities to the
extent that any such unreimbursed Indemnified Liabilities were incurred by or asserted against the Administrative Agent in its capacity
as such, or against any other Agent-Related Person acting for the Administrative Agent in connection with such capacity; provided
that (a) no Lender shall be liable for any payment to any Agent-Related Person of any portion of the Indemnified Liabilities
to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s
gross negligence or willful misconduct and (b) no action taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence of willful misconduct for purposes of this


 






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Section.
Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs
or out-of-pocket expenses (including reasonable fees of attorneys for the Administrative Agent) incurred by the Administrative Agent
in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations,
legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document,
or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Company. The undertaking in this Section shall survive repayment of the Loans, cancellation of the Notes,
cancellation of the Commitments, any termination of this Agreement and the resignation of the Administrative Agent.


 


13.7               Administrative
Agent in Individual Capacity. JPMorgan and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits
from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business
with Parent and its Subsidiaries and Affiliates as though JPMorgan were not the Administrative Agent hereunder, and without notice to
or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, JPMorgan or its Affiliates may receive information
regarding Parent or its Subsidiaries (including information that may be subject to confidentiality obligations in favor of Parent or
such Subsidiary) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them.
With respect to its Loans, JPMorgan and its Affiliates shall have the same rights and powers under this Agreement as any other Lender
and may exercise such rights and powers as though it were not the Administrative Agent.


 


13.8               Resignation
of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Company.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company (which consent
shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or
an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required
Lenders and consented to by the Company (such consent not to be unreasonably withheld or delayed) and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative
Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (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 Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as
the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Company and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Section 13 and Sections 14.6 and 14.12 shall continue in effect for
the benefit of


 






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such
retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while the retiring Administrative Agent was acting as Administrative Agent.


 





13.9          Guaranty
Matters. The Administrative Agent shall, and the Lenders irrevocably authorize the Administrative Agent to, upon the written request
of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if, after giving effect to such release,
the Company is in compliance with Sections 10.11 and 10.16. Upon request by the Administrative Agent at any time, the Lenders
will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the
Subsidiary Guaranty pursuant to this Section 13.9. In addition to the foregoing, any Subsidiary Guarantor that ceases to
be a Subsidiary as a result of a transaction permitted by this Agreement shall be automatically released from the Subsidiary Guaranty
upon the consummation of such transaction.


 


13.10        Administrative
Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other Loan Party, the Administrative
Agent (irrespective of whether the principal of any Loan, reimbursement obligation or other obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on
the Company) 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
of the Company and the other Loan Parties 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 5 and 14.6) 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 5 and 14.6.


 


Nothing
contained herein shall (i) 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 of the Company and the other
Loan Parties under the Loan Documents or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the
claim of any Lender in any such proceeding or (ii) preclude any Lender from filing and proving its own claims against the Company,
any other Loan Party or any other Person.


 


13.11        Other
Agents. Except as expressly set forth herein, none of the Lenders or other Persons identified on the facing page or signature
pages of this Agreement as a “Joint Lead Arranger and Joint Bookrunner” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders or other Persons so identified shall have or be


 






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deemed
to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the
Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


13.12        Certain
ERISA Matters.


 


13.12.1      Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company
or any other Loan Party, that at least one of the following is and will be true:


 


(a)       such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments
or this Agreement,


 


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


 


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


 


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


 


13.12.2       In
addition, unless either (1) sub-clause (a) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (d) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent, the Lead Arrangers or any of their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of the Company or any other Loan Party, that the Administrative Agent is not a fiduciary with respect
to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 






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SECTION 14.    GENERAL.


 





14.1       Waiver;
Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate
as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further
exercise thereof, or the exercise of any other right, power or remedy. Subject to Section 8.2(b), (c) and (d),
no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall be effective
unless the same shall be in writing and signed and delivered by the Company and the Required Lenders (or the Administrative Agent on
behalf of the Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase
the Commitment of any Lender (provided that an amendment, modification, waiver or consent with respect to any condition precedent,
covenant, mandatory prepayment pursuant to Section 6.2.4, Event of Default or Unmatured Event of Default shall not constitute
an increase in the Commitment of any Lender), (ii) extend any scheduled date for payment of any principal of or interest on any
Loan or any fees payable hereunder (provided that an amendment, modification, waiver or consent with respect to (x) mandatory prepayments
pursuant to Section 6.2.4 or (y) the Default Rate shall not constitute an extension of the scheduled date for payment
of principal or interest), or (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder
(provided that an amendment, modification, waiver or consent with respect to (x) the Default Rate or (y) Section 10.6,
the definition of the “Funded Debt to EBITDA Ratio” and/or the related definitions shall not constitute a reduction in interest
or fees payable hereunder), without, in each case, the consent of each Lender directly affected thereby; and no amendment, modification,
waiver or consent shall (w) [reserved], (x) release all or substantially all of the value (determined in a manner consistent
with the assets and revenues tests contained in the first sentence of Section 10.16) of the Subsidiary Guaranty (other than
pursuant to Section 10.16), (y) change any provision of this Section or the definition of Required Lenders or reduce
the aggregate percentage required to effect an amendment, modification, waiver or consent or (z) change any provision of Section 7.6,
without, in each case, the consent of all Lenders. No provisions of Section 13 or other provision of this Agreement affecting
the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent.
Notwithstanding anything to the contrary in this Agreement, no Defaulting Lender shall have any right to approve or disapprove any amendment,
modification, waiver or consent hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended
without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders
or each affected Lender that by its terms directly affects any Defaulting Lender more adversely (other than as a result of the relative
size of its Commitment) than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to
the contrary contained herein, as to any amendment, amendment and restatement or other modifications otherwise approved in accordance
with this Section 14.1, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect
to such amendment, amendment and restatement or other modification, would have no Commitments or outstanding Loans so long as such Lender
receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or
accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement
or other modification becomes effective.


 


If
any Lender does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires
the consent of each affected Lender or each Lender and that has been approved by the Required Lenders, the Company may replace such non-consenting
Lender (a “Non-Consenting Lender”) in accordance with Section 8.7(b); provided that such amendment,


 






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modification, waiver
or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required
by the Company to be made pursuant to this paragraph).


 


Notwithstanding
the foregoing, the Administrative Agent and the Company may amend any Loan Document without the further consent of any other party to
such Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are
not adverse to any Lender, in each case so long as the Lenders shall have received at least five Business Days’ prior written notice
thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a
written notice from the Required Lenders stating that the Required Lenders object to such amendment.


 


14.2         Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each
such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement.
Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 14.3), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document
and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature
transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall
be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as
applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like
import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other
electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the
case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format
without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to
the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall
be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Company or any other Loan Party without further
verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon
the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.
Without limiting the generality of the foregoing, the Administrative Agent, each of the Lenders, the Company and each Loan Party hereby
(i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies,
bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Company and the Loan Parties, Electronic Signatures
transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or
any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity
and enforceability as any paper original, (ii) the Administrative Agent,each of the Lenders, the Company and the Loan Parties may,
at their option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an
imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy
the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same
legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect,
validity or enforceability of this


 






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Agreement,
any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other
Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives
any claim against any Lender-Related Person or the Loan Parties and their Related Parties, respectively, for any Liabilities arising
solely from the Administrative Agent’s and/or any Lender’s and/or any Loan Party’s reliance on or use of Electronic
Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed
signature page, including any Liabilities arising as a result of the failure of the Administrative Agent, any Lender, the Company and/or
any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 


14.3         Notices.
Except as otherwise provided in Sections 2.2 and 2.3, all notices hereunder shall be in writing (including facsimile
transmission) and shall be sent to the applicable party (and to the extent sent to the Company shall include a copy sent to Paremt) at
its address shown on Schedule 14.3 (or, in the case of a Lender other than JPMorgan, in such Lender’s Administrative Questionnaire)
or at such other address as such party may, by written notice received by the other parties, have designated as its address for such
purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent and receipt of such facsimile is confirmed;
notices sent by mail shall be deemed to have been given three Business Days after the date when sent by registered or certified mail,
postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to have been given when received. For
purposes of Section 2.2, the Administrative Agent shall be entitled to rely on telephonic instructions from any person that
the Administrative Agent in good faith believe is an authorized officer or employee of the Company, and the Company shall hold the Administrative
Agent and each other Lender harmless from any loss, cost or expense resulting from any such reliance. 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 Company or its securities for purposes of United States
Federal or state securities laws.


 


Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved
by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise
agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Company may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications.


 


14.4         Regulation
U. Each Lender represents that it in good faith is not relying, either directly or indirectly, upon any Margin Stock as collateral
security for the extension or maintenance by it of any credit provided for in this Agreement.


 


14.5         Costs,
Expenses and Taxes. The Company agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative
Agent and the Lead Arrangers (including the reasonable and documented fees and charges of counsel for the Administrative Agent and the
Lead Arrangers and of local counsel, if any, who may be retained by such counsel) in connection with the preparation, execution and delivery
of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered


 






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hereunder
or in connection herewith (including any amendments, supplements or waivers to any Loan Documents), and all reasonable and documented
out-of-pocket costs and expenses (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Administrative
Agent and each Lender in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents during
the existence of any Event of Default or Unmatured Event of Default. In addition, the Company agrees to pay, and to save the Administrative
Agent, the Lead Arrangers and the Lenders harmless from all liability for, (a) any stamp court, or documentary, intangible, recording,
filing or similar Taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder,
the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered
or to be delivered hereunder or in connection herewith and (b) any fees of the Company’s auditors and, if an Event of Default
or Unmatured Event of Default exists, any costs and expenses of the Administrative Agent or any Lender in connection with any reasonable
exercise by the Administrative Agent or any Lender of its rights pursuant to Section 10.2. All obligations provided for in
this Section 14.5 shall survive repayment of the Loans, cancellation of the Notes and any termination of this Agreement.


 


14.6         Captions.
Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.


 


14.7         Successors
and Assigns. This Agreement shall be binding upon the Company, the Administrative Agent and the Lenders and their respective
successors and assigns, and shall inure to the benefit of the Company, the Administrative Agent and the Lenders and the successors and
assigns of the Administrative Agent and the Lenders; provided that the Company may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender and Parent (and any attempted assignment or transfer
by the Company without such consent shall be null and void).


 


14.8         Assignments;
Participations.


 


14.8.1         Assignments.
Any Lender may, with the prior written consent of the Administrative Agent, and, so long as no Event of Default has occurred and is continuing,
the Company (which consents shall not be unreasonably delayed or withheld and (x) shall be deemed given unless the Company has objected
within 10 days of receipt of notice thereof and (y) shall not be required for an assignment to another Lender, an Affiliate of a
Lender or an Approved Fund; provided that notice to the Company, either prior to or immediately after such assignment, shall be
required), at any time assign and delegate to one or more commercial banks or other Persons (any Person to whom such an assignment and
delegation is to be made being herein called an “Assignee”), all or any fraction of such Lender’s Loans and
Commitment (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s
Loans and Commitment) in a minimum aggregate amount equal to the lesser of (i) the amount of the assigning Lender’s remaining
Commitment and (ii) $5,000,000; provided that (a) no assignment and delegation may be made to any Person if, at the
time of such assignment and delegation, the Company would be obligated to pay any greater amount under Section 7.7 or Section 8
to the Assignee than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made
in violation of the foregoing, the Company will not be required to pay the incremental amounts) and (b) the Company and the Administrative
Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated
to an Assignee until the date when all of the following conditions shall have been met:


 


(x)    five
Business Days (or such lesser period of time as the Administrative Agent and the assigning Lender shall agree) shall have passed after
written notice of such assignment and


 






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delegation,
together with payment instructions, addresses and related information with respect to such Assignee, shall have been given to the Company
and the Administrative Agent by such assigning Lender and the Assignee,


 


(y)    the
assigning Lender and the Assignee shall have executed and delivered to the Company and the Administrative Agent an assignment agreement
substantially in the form of Exhibit D (an “Assignment Agreement”), together with any documents required
to be delivered hereunder, which Assignment Agreement shall have been accepted by the Administrative Agent, and


 


(z)    the
assigning Lender or the Assignee shall have paid the Administrative Agent a processing fee of $3,500.


 


From and after
the date on which the conditions described above have been met, (x) such Assignee shall be deemed automatically to have become a
party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee pursuant to such
Assignment Agreement, shall have the rights and obligations of a Lender hereunder, and (y) the assigning Lender, to the extent that
rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignment Agreement, shall be released from
its obligations hereunder; 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 such Lender’s having
been a Defaulting Lender. Any attempted assignment and delegation not made in accordance with this Section 14.8.1 shall be
null and void.


 


Notwithstanding
the foregoing provisions of this Section 14.8.1 or any other provision of this Agreement, (a) no assignment shall be
made to (i) the Company or any Affiliate or Subsidiary thereof, (ii) any Defaulting Lender or any Subsidiary thereof, or any
Person which, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii),
(iii) a natural Person or a (iv) Disqualified Institution and (b) any Lender may at any time assign all or any portion
of its Loans and its Note to a Federal Reserve Bank (but no such assignment shall release any Lender from any of its obligations hereunder).


 


In
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless
and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment,
purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent
of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by such 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 and each other Lender hereunder (and interest accrued thereon),
and (y) [reserved]. 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.


 


The
Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain a copy of each Assignment Agreement delivered
to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and
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 Company and the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a


 






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Lender
hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


 


14.8.2         Participations.
Any Lender may at any time sell to one or more commercial banks or other Persons (other than (i) the Company or any Affiliate or
Subsidiary thereof, (ii) any Defaulting Lender or any Subsidiary thereof, or any Person which, if it became a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (ii) or (iii) a natural Person) participating
interests in any Loan owing to such Lender, the Note held by such Lender or the Commitment of such Lender (any Person purchasing any
such participating interest being herein called a “Participant”). In the event of a sale by a Lender of a participating
interest to a Participant, (x) such Lender shall remain the holder of its Note for all purposes of this Agreement, (y) the
Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations hereunder and (z) all amounts payable by the Company shall be determined as if such Lender had not sold such
participation and shall be paid directly to such Lender. No Participant shall have any direct or indirect voting rights hereunder except
with respect to any of the events described in the third sentence of Section 14.1. Each Lender agrees to incorporate the
requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant. The Company
agrees that if amounts outstanding under this Agreement and the Notes are due and payable (as a result of acceleration or otherwise),
each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement
to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such
Note; provided that such right of setoff shall be subject to the obligation of each Participant to share with the Lenders, and
the Lenders agree to share with each Participant, as provided in Section 7.6. The Company also agrees that each Participant
shall be entitled to the benefits of Section 7.7 and Section 8 as if it were a Lender (subject to the requirements
and limitations therein, including the requirements under Section 7.7(e)); provided that no Participant shall receive
any greater compensation pursuant to Section 7.7 or Section 8 than would have been paid to the participating
Lender if no participation had been sold).


 


Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no
Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter
of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice
to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register.


 


14.8.3        Disqualified
Institutions.


 


(a)          No
assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”)
on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its
rights and obligations under this Agreement to such Person (unless the Company has consented to such assignment or participation in writing
in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such
assignment or participation). For the avoidance of doubt, with respect to any Assignee or Participant that becomes a Disqualified


 






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Institution
after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period
referred to in, the definition of “Disqualified Institution”), (x) such Assignee or Participant shall not retroactively
be disqualified from becoming a Lender or Participant with respect to any assignment or participation previously acquired and (y) the
execution by the Company of an Assignment Agreement with respect to such Assignee will not by itself result in such Assignee no longer
being considered a Disqualified Institution. Any assignment or participation in violation of this Section 14.8.3 shall not
be void, but the other provisions of this Section 14.8.3 shall apply.


 


(b)          If
any assignment or participation is made to any Disqualified Institution without the Company’s prior written consent in violation
of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Company may, at its
sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, require such Disqualified
Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 14.8),
all of its interest, rights and obligations under this Agreement to one or more Persons in accordance with Section 14.8.1
at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such
interests, rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts)
payable to it hereunder.


 


(c)          Notwithstanding
anything to the contrary contained in this Agreement, Disqualified Institutions to whom an assignment or participation is made in violation
of clause (a) above (A) will not have the right to (x) receive information, reports or other materials provided to Lenders
by the Company, the Administrative Agent or any other Lender (including, without limitation, any of the foregoing provided or made available
pursuant to Section 10.2), (y) attend or participate in meetings (including telephonic meetings) attended by the Lenders
(or any of them) and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications
from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) for purposes of any consent to any amendment,
waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake
any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be
deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter.


 


(d)          The
Administrative Agent shall have the right, and the Company hereby expressly authorizes the Administrative Agent to, (A) post the
list of Disqualified Institutions provided by the Company and any updates thereto from time to time to the Lenders in accordance with
Section 14.3 and/or (B) provide such list to any potential Lender that is subject to a customary confidentiality undertaking
in favor of the Company. The Administrative Agent shall promptly post the list of Disqualified Institutions provided by the Company and
any updates thereto from time to time to the Lenders (provided that the Company has provided the same to the Administrative Agent in
accordance with the definition of “Disqualified Institution”) in accordance with Section 14.3.


 


(e)          The
Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce,
compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative
Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender
or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation
of Loans, or disclosure of confidential information, by any other Person to any Disqualified Institution.


 


14.9         Payments
Set Aside. To the extent that any payment by or on behalf of the Company is made to the Administrative Agent or any Lender, or the
Administrative Agent or any Lender


 






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exercises
its right of set-off, and such payment or the proceeds of such set-off 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 bankruptcy,
insolvency or similar law or otherwise, then 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 set-off had not occurred,
and each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share 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 NYFRB Rate from time to time in effect.


 


14.10       Governing
Law; Severability. This Agreement 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 and the transactions contemplated hereby shall be governed by, and construed
in accordance with, the law of the State of New York; provided, that, notwithstanding the foregoing, it is understood and agreed that
(a) the interpretation of the definition “Spinco Material Adverse Effect” (as defined in the Company Merger Agreement)
(and whether or not a Spinco Material Adverse Effect has occurred), (b) the determination of the accuracy of any Company Merger
Agreement Representation and whether as a result of any inaccuracy thereof Parent or its applicable Affiliate has the right to terminate
Parent’s (or its) obligations under the Company Merger Agreement or to decline to consummate the Company Acquisition and (c) the
determination of whether the merger has been consummated in accordance with the terms of the Company Merger Agreement and, in any case,
claims or disputes arising out of any such interpretation or determination or any aspect thereof, in each case, shall be governed by,
and construed in accordance with, the law of the State of Delaware, without regard to conflict of law principles that would result in
the application of any law other than the law of the State of Delaware.


 


Whenever
possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
All obligations of the Company and rights of the Administrative Agent and the Lenders expressed
herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law.


 


14.11       Indemnification
by Parent. (a) In consideration of the execution and delivery of this Agreement by the Administrative Agent and the Lenders
and the agreement to extend the Commitments provided hereunder, the Company hereby agrees to indemnify, exonerate and hold the Administrative
Agent, the Lead Arrangers, each Lender and each of their respective Related Parties (each a “Lender Party”) free and
harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including reasonable
attorneys’ fees and charges of one counsel for the Administrative Agent and one counsel for all other Lender Parties (except in
each case to the extent that separate counsel would be required as the result of any conflict of interest) and settlement costs (collectively,
the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or
relating to (i) any tender offer, merger, purchase of stock, purchase of assets or other similar transaction financed or proposed
to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (ii) any Commitment or Loan or
the use or proposed use of the proceeds therefrom, (iii) the actual or alleged use, handling, release, emission, discharge, transportation,
storage, treatment, disposal, or presence of any Hazardous Substance by Parent or any Subsidiary or their respective predecessors, (iv) any
Environmental Claim with respect


 






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to
conditions at any property owned or leased by Parent or any Subsidiary or their respective predecessors or the operations conducted thereon,
(v) the investigation, cleanup or remediation of offsite locations at which Parent or any Subsidiary or their respective predecessors
are alleged to have directly or indirectly disposed of Hazardous Substances, (vi) the execution, delivery, performance or enforcement
of this Agreement or any other Loan Document by any of the Lender Parties and, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of the Loan Documents or (vii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought
by the Company or its equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other
theory and regardless of whether any Lender Parties are a party thereto; provided that such indemnity shall not, as to any Lender
Party, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs, expenses or disbursements (A) are determined by a court of competent jurisdiction by final and nonappealable judgment
to have resulted from the gross negligence or willful misconduct of, or violation of applicable law by, such Lender Party or any of its
Lender Related Parties or (B) result from a dispute between such Lender Party and another Lender Party not involving Parent or its
Subsidiaries. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make
the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable
law. Nothing set forth above shall be construed to relieve any Lender Party from any obligation it may have under this Agreement. All
amounts due under this Section 14.11 shall be payable within ten Business Days after demand therefor (which demand shall
be accompanied by a statement from the applicable Lender Party setting forth such amounts in reasonable detail). All obligations provided
for in this Section 14.11 shall survive repayment of the Loans, cancellation of the Notes and any termination of this Agreement.
Notwithstanding the foregoing, this Section 14.11 shall not apply with respect to Taxes other than any Taxes that represent
losses, claims, damages, etc. arising from any non-Tax claim.


 


(b)          To
the extent permitted by applicable law (i) the Company and any Loan Party shall not assert, and the Company and each Loan Party
hereby waives, any claim against the Administrative Agent, any Lead Arranger, and any Lender, and any Related Party of any of the foregoing
Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others
of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic
or other information transmission systems (including the Internet), other than Liabilities resulting from the gross negligence or willful
misconduct of the Administrative Agent, any Lead Arranger, any Lender, or any Lender-Related Person, and (ii) no party hereto shall
assert, and each such party hereby waives, any Liabilities against any other party hereto, 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 or thereby, the Transactions, any Loan or the
use of the proceeds thereof; provided that, nothing in this Section 14.11(b) shall relieve the Company and each Loan
Party of any obligation it may have to indemnify an indemnitee, as provided in Section 14.11(a), against any special, indirect,
consequential or punitive damages asserted against such Indemnitee by a third party.


 


14.12                      Forum
Selection and Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting
in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting
in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and


 






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unconditionally
agrees that all claims in respect of any such action or proceeding may (and any such claims of any party hereto brought against the Administrative
Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York
State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


(b)          Each
of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


(c)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14.3. 
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


14.13        Waiver
of Jury Trial. EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN
CONNECTION WITH ANY OF THE FOREGOING (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


14.14         Confidentiality.
Each Lender agrees to maintain the confidentiality of all information provided to it by or on behalf of Parent or any Subsidiary, or
by the Administrative Agent on Parent’s or such Subsidiary’s behalf, under this Agreement or any other Loan Document, and
neither it nor any of its Affiliates shall use any such information other than in connection with or in enforcement of this Agreement
and the other Loan Documents or in connection with other business now or hereafter existing or contemplated with Parent or any Subsidiary;
except to the extent such information (i) was or becomes generally available to the public other than as a result of disclosure
by the Lender or its Affiliates, or (ii) was or becomes available on a non-confidential basis from a source other than Parent or
a Subsidiary, provided that such source is not bound by a confidentiality agreement with the Company known to the Lender; provided
that any Lender may disclose such information (A) at the request or pursuant to any requirement of any Governmental Authority
to which the Lender is subject or in connection with an examination of such Lender by any such authority; (B) pursuant to subpoena
or other court process; (C) when required to do so in accordance with the provisions of any applicable law; (D) to the extent
reasonably required in connection with any litigation or proceeding involving the Company to which the Administrative Agent, any Lender
or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the exercise of any remedy
hereunder or under any other Loan Document; (F) to such Lender’s


 






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independent
auditors, trustees and other professional advisors; (G) to any Participant or Assignee, actual or potential, or to any direct, indirect,
actual or prospective counterparty to any swap, derivative or securitization transaction related to the obligations of the Loan Parties
under the Loan Documents, provided that, in each case, such Person agrees in writing to keep such information confidential to the same
extent required of the Lenders hereunder; (H) as to any Lender or its Affiliate, as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which Parent or any Subsidiary is party with such Lender or such Affiliate; (I) to
its Affiliates, provided that such Affiliate is advised of the confidentiality requirements set forth herein and agrees in writing (for
the benefit of the Company) to keep such information confidential to the same extent required hereunder (it being understood that each
Lender shall be liable for the breach by any of its Affiliates of any such confidentiality requirement); (J) to market data collectors
and service providers providing services in connection with the syndication or administration of the Commitments; (K) if the Company
consents to such disclosure in writing and (L) to the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information about such Lender’s investment portfolio in connection
with ratings issued with respect to such Lender. Each Lender will, so long as not prohibited from doing so by any applicable law, notify
the Company of any request for information of the type referred to in clause (B) or (C) above prior to disclosing
such information so that the Company may seek appropriate relief from any applicable court or other Governmental Authority (but failure
to so notify the Company shall not result in any liability to such Lender).


 


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


 


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


 


14.15            USA
PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify
and record information that identifies the Company , which information includes the name and address of the Company and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Company in accordance with the USA PATRIOT Act.


 


14.16            No
Fiduciary or Implied Duties. The Company acknowledges and agrees, and acknowledges its Affiliates’ understanding, that in acting
as the Administrative Agent, the Administrative Agent will not have responsibility except as set forth in this Agreement and shall in
no event be subject to any fiduciary or other implied duties. The Company waives and releases, to the fullest extent permitted by law,
any claims that it may have against the Administrative Agent with respect to any breach or alleged breach of agency or fiduciary duty.


 






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14.17         Judgment.
If, for the purposes of filing a claim or obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any
other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding
that on which final judgment is given. The obligation of the Company in respect of any such sum due from it to the Administrative Agent
or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such
Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal
banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is
less than the sum originally due to the Administrative Agent or such Lender in the Agreement Currency, the Company agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation
was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative
Agent or such Lender in such currency, the Administrative Agent or such Lender agrees to return the amount of any excess to the Company
(or to any other Person who may be entitled thereto under applicable law).


 


14.18         Most
Favored Lender. If at any time (a)(i) Parent enters into any credit agreement, loan agreement, note purchase agreement or other
like agreement under which Parent may incur Designated Debt in excess of $100,000,000, including the Note Purchase Agreements and the
Senior Notes (a “Principal Lending Agreement”), and (ii) any such Principal Lending Agreement at any time includes
a covenant that expressly limits either: (x) the sale, lease or disposition of assets by Parent and/or any Subsidiary during any
period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of Parent and its Subsidiaries, or
(y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such
covenant that is contained in the Principal Lending Agreement is more favorable to such creditors of Parent than a similar covenant contained
in this Agreement, (b) Parent issues an additional series of Senior Notes pursuant to any Supplement (as defined in the applicable
Note Purchase Agreement) or amends any existing series of Senior Notes, in each case, that has an “additional covenant” (within
the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), or (c) any Principal Lending Agreement in
respect of the Parent Acquisition Debt or the Debt under the Parent Existing Credit Agreement includes any negative covenant or other
restriction on the making of investments and/or payments in respect of the Parent’s Equity Interests and/or any representations
and warranties and/or covenants with respect to securing the obligations of the Parent Acquisition Debt or Debt under the Parent Existing
Credit Agreement, then, in each case, Parent shall give written notice thereof to the Administrative Agent not later than 10 days following
the date of execution of such Principal Lending Agreement or amendment thereof or Supplement, as the case may be (each a “Subject
Agreement”); provided that any such additional covenant or provision shall not impair, diminish or otherwise adversely modify
any existing covenants or provisions contained herein. Effective on the date of execution of a Subject Agreement, such covenant(s) or
provision(s) and related definitions that are contained in such Subject Agreement (collectively, the “Incorporated Covenants”)
shall be deemed to have been incorporated herein and any event of default in respect of any such Incorporated Covenant shall be deemed
to be an Event of Default hereunder, subject to all applicable terms and provisions of this Agreement, including the right of the Required
Lenders to waive or not waive any breach thereof (independent of any right of any other creditor of Parent in respect of any such Incorporated
Covenants). Without limiting the foregoing, any amendment, elimination or termination of any Incorporated Covenant in accordance with
the terms of the applicable Subject


 






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Agreement
(including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination,
as the case may be, of such Incorporated Covenant hereunder.


 


14.19       Effect
of Amendment and Restatement of Existing Credit Agreement.


 


(a)            As
of the Restatement Date, the terms and conditions of the Existing Credit Agreement are amended as set forth in, and are restated in their
entirety and superseded by, this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan
Documents, whether executed and delivered in connection herewith or otherwise, do not constitute, and nothing in this Agreement or any
of the other Loan Documents shall be deemed to be, a novation or termination of the Existing Obligations as in effect prior to the Restatement
Date and which remain outstanding and (b) the Existing Obligations are in all respects continuing (as amended and restated hereby
and which are hereinafter subject to the terms herein), and the incurrence of the obligations of the Loan Parties hereunder and under
the other Loan Documents shall be in substitution for, but not in payment of, the Existing Obligations owed by the Loan Parties under
the Existing Credit Agreement and the Existing Loan Documents, in each case, other than as described in Section 14.19(b).


 


(b)
To the extent an amended and restated Subsidiary Guaranty is entered into, it replaces the Subsidiary Guaranty in existence immediately
prior thereto.


 


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


 


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.


 


14.21       Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any


 






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liability
of any 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
that may be payable to it by any party hereto that is an Affected Financial Institution; and


 


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


 


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



 


		(ii)	a conversion
                                            of all, or a portion of, such liability into shares or other instruments of ownership in
                                            such Affected Financial Institution, its parent 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.



 


To the extent not
prohibited by applicable law, rule or regulation, (i) each Lender shall notify the Company and the Administrative Agent if
it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could reasonably be expected
to be asserted against such Lender) and (ii) the Company and each Loan Party shall notify the Administrative Agent and each Lender
if the Company or such Loan Party has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action
could reasonably be expected to be asserted against the Company or such Loan Party).


 


SECTION 15.      PARENT
GUARANTY.


 


15.1       The
Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by the Company from the proceeds of the Loans, Parent hereby agrees with the Lenders as follows: Parent hereby
unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether
upon maturity, acceleration or otherwise, of any and all of the Obligations (other than any Excluded Swap Obligations) of the Company
to the Guaranteed Creditors. If any or all of the Obligations of the Company to the Guaranteed Creditors becomes due and payable hereunder,
Parent unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Lenders, on demand, together with any
and all reasonable, out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the
Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment
or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment,
decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement
or compromise of any such claim effected by such payee with any such claimant (including the Company), then and in such event Parent
agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Parent, notwithstanding any revocation of
the guaranty under this Section 15 or other instrument evidencing any liability of the Company, and


 






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Parent
shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount
had never originally been received by any such payee.


 


15.2         Insolvency.
Additionally, Parent unconditionally and irrevocably guarantees the payment of any and all of the Obligations of the Company to the Guaranteed
Creditors whether or not due or payable by the Company upon the occurrence of any of the events specified in Section 12.1.3,
and unconditionally promises to pay the amount of such Obligations to the Guaranteed Creditors, or order, on demand, in lawful money
of the United States.


 


15.3         Nature
of Liability. The liability of Parent hereunder is exclusive and independent of any security for or other guaranty of the Obligations
of the Company whether executed by Parent, any other guarantor or by any other party, and the liability of Parent hereunder is not affected
or impaired by (a) any direction as to application of payment by the Company or by any other party; or (b) any other continuing
or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Obligations of the Company; or (c) any
payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease
or change in personnel by the Company; or (e) any payment made to any Guaranteed Creditor on the Obligations which any such Guaranteed
Creditor repays to the Company pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and Parent waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.


 


15.4         Independent
Obligation. The obligations of Parent hereunder are independent of the obligations of any other guarantor, any other party or the
Company, and a separate action or actions may be brought and prosecuted against Parent whether or not action is brought against any other
guarantor, any other party or the Company and whether or not any other guarantor, any other party or the Company is joined in any such
action or actions. Parent waives, to the full extent permitted by law, the benefit of any statute of limitations affecting its liability
hereunder or the enforcement thereof. Any payment by the Company or other circumstance which operates to toll any statute of limitations
as to the Company shall operate to toll the statute of limitations as to Parent’s obligations under this Section 15.


 


15.5         Authorization.
Parent authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be
waived), and without affecting or impairing its liability hereunder, from time to time to:


 


(a)            change
the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of
the Obligations (including any increase or decrease in the rate of interest thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof, and the guaranty of Parent herein made shall apply to the Obligations as so changed, extended,
renewed or altered;


 


(b)            take
and hold security for the payment of the Obligations and sell, exchange, release, surrender, realize upon or otherwise deal with in any
manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations
or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset
against the Obligations or such liabilities;


 


(c)            exercise
or refrain from exercising any rights against the Company or others or otherwise act or refrain from acting;


 


(d)            release
or substitute any one or more endorsers, guarantors, the Company or other obligors;


 






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(e)            settle
or compromise any of the Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or
indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether
due or not) of the Company to its creditors other than the Guaranteed Creditors;


 


(f)             apply
any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Company to the Guaranteed Creditors regardless
of what liability or liabilities of Parent or the Company remain unpaid;


 


(g)            consent
to or waive any breach of, or any act, omission or default under, this Agreement or any of the instruments or agreements referred to
herein, or otherwise amend, modify or supplement this Agreement or any of such other instruments or agreements; and/or


 


(h)            take
any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the
Parent from its liabilities under this Section 15;


 


it being understood
that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement
or any other Loan Document.


 


15.6         Reliance.
It is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of the Company or the officers, directors, partners
or agents acting or purporting to act on their behalf, and any Obligations made or created in reliance upon the professed exercise of
such powers shall be guaranteed hereunder.


 


15.7         Subordination.
Any of the indebtedness of the Company relating to the obligations now or hereafter owing to Parent is hereby subordinated to the Obligations
of the Company owing to the Guaranteed Creditors, and if the Administrative Agent so requests at a time when an Event of Default exists,
all such indebtedness relating to the obligations of the Company to Parent shall be collected, enforced and received by Parent for the
benefit of the Guaranteed Creditors and be paid over to the Administrative Agent on behalf of the Guaranteed Creditors on account of
the Obligations of the Company to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of Parent
under the other provisions of this Section 15. Prior to the transfer by Parent of any note or negotiable instrument evidencing
any of the indebtedness relating to the obligations of the Company to Parent, Parent shall mark such note or negotiable instrument with
a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, Parent hereby agrees with
the Guaranteed Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of the
guaranty under this Section 15 (whether contractual, under Section 509 of the United States Bankruptcy Code or otherwise)
until all Obligations have been irrevocably paid in full in cash.


 


15.8         Waiver.


 


(a)            Parent
waives any right (except as shall be required by applicable statute and cannot be waived) to require any Guaranteed Creditor to (i) proceed
against the Company, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Company,
any other guarantor or any other party or (iii) pursue any other remedy in any Guaranteed Creditor’s power whatsoever. Parent
waives any defense based on or arising out of any defense of the Company, any other guarantor or any other party, other than payment
in full of the Obligations, based on or arising out of the disability of the Company, any other guarantor or any other party, or the
validity, legality or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of the Company other than payment in full of the Obligations. The Guaranteed Creditors may, at their election, foreclose on
any security held by the Administrative Agent or any other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether
or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by


 






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applicable
law), or exercise any other right or remedy the Guaranteed Creditors may have against the Company or any other party, or any security,
without affecting or impairing in any way the liability of Parent hereunder except to the extent the Obligations have been paid. Parent
waives any defense arising out of any such election by the Guaranteed Creditors, even though such election operates to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of Parent against the Company or any other party or any security.




 


(b)            Except
as otherwise expressly provided in this Agreement, Parent waives all presentments, demands for performance, protests and notices, including
notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of the guaranty hereunder, and notices of the
existence, creation or incurring of new or additional Obligations. Parent assumes all responsibility for being and keeping itself informed
of the Company’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations
and the nature, scope and extent of the risks which Parent assumes and incurs hereunder, and agrees that the Administrative Agent and
the Lenders shall have no duty to advise Parent of information known to them regarding such circumstances or risks.


 


15.9         Nature
of Liability. It is the desire and intent of Parent and the Guaranteed Creditors that this Section 15 shall be enforced
against Parent to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement
is sought. If, however, and to the extent that, the obligations of Parent under this Section 15 shall be adjudicated to be
invalid or unenforceable for any reason (including because of any applicable state or federal law relating to fraudulent conveyances
or transfers), then the amount of the Obligations shall be deemed to be reduced and Parent shall pay the maximum amount of the Obligations
which would be permissible under applicable law.


 


15.10       Pari
Passu Intercreditor Agreement and Collateral Documents. The Lenders hereby authorize the Administrative Agent to (a) enter into
any Pari Passu Intercreditor Agreement and any applicable Collateral Documents, (b) bind the Lenders on the terms set forth in such
Pari Passu Intercreditor Agreement and such Collateral Documents, (c) perform and observe its obligations under such Pari
Passu Intercreditor Agreement and such Collateral Documents and (d) take any actions under such Pari Passu Intercreditor Agreement
and such Collateral Documents as determined by the Administrative Agent to be necessary or advisable to protect the interests of the
Lenders, and the Lenders agree to be bound by the terms of such Pari Passu Intercreditor Agreement and such Collateral Documents. Each
Lender acknowledges that the Pari Passu Intercreditor Agreement governs, among other things, Lien priorities and rights of the Lenders
with respect to collateral. In the event of any conflict between this Agreement or any Loan Document with the Pari Passu Intercreditor
Agreement, the Pari Passu Intercreditor Agreement shall govern and control.


 












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IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Agreement as of the day and year first above written.


 


 


	 	LAND
    NEWCO, INC.
	 	 
	 	 
	 	By:	/s/ Rob Rehard	 
	 	Name: Rob Rehard
	 	Title: Treasurer
	 	 	 
	 	 
	 	REGAL
    BELOIT CORPORATION
	 	 
	 	 
	 	By:
    	/s/ Rob Rehard	 
	 	Name: Rob Rehard
	 	Title: Vice President and Chief Financial Officer




 









    S-1 


     


    

 


	 	JPMORGAN
    CHASE BANK, N.A.,
	 	as
    Administrative Agent and as a Lender
	 	 
	 	 
	 	By:
    	/s/ Zachary Blaner	 
	 	Name: Zachary Blaner


Title: Vice President







 









     


     


    

 


	 	BARCLAYS
    BANK PLC,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Craig Malloy	 
	 	Name: Craig Malloy
	 	Title: Director




 









     


     


    

 


	 	U.S.
    BANK NATIONAL ASSOCIATION, 

    as a Lender
	 	 
	 	 
	 	By:
    	/s/ Terrence Ward	 
	 	Name: Terrence Ward
	 	Title:
    Senior Vice President




 









     


     


    

 


	 	Wells
    Fargo Bank, N.A.,
	 	as
    a Lender
	 	 
	 	By:
    	/s/ Jason D. Lavicky	 
	 	Name: Jason D. Lavicky
	 	Title: Senior Vice President







 






     


     


    

 


	 	Bank
    of America, N.A., 
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Steven K. Kessler 	 
	 	Name: Steven K. Kessler 
	 	Title: Senior Vice President







 






     


     


    

 


	 	PNC
    BANK, NATIONAL ASSOCIATION 
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Donna Benson 	 
	 	Name: Donna Benson 
	 	Title: Assistant Vice President







 






     


     


    

 


	 	TRUIST
    BANK, 
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ David J. Sharp 	 
	 	Name: David J. Sharp 
	 	Title: Director




 






     


     


    

 


	 	BMO
    Harris Bank, N.A., 
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Nick Irving 	 
	 	Name: Nick Irving 
	 	Title: VP




 









     


     


    

 


	 	BANCO
    BILBAO VIZCAYA ARGENTARIA, S.A. 
	 	NEW
    YORK BRANCH, as a Lender
	 	 
	 	 
	 	By:	/s/ Miriam Trautmann 	 
	 	Name: Miriam Trautmann 
	 	Title: Senior Vice President
	 	 
	 	 
	 	By:	/s/ Cara Younger 	 
	 	Name: Cara Younger 
	 	Title: Executive Director




 






     


     


    

 


	 	Fifth Third Bank, National Association,

 as a Lender
	 	 
	 	 
	 	By:	/s/ Ann Kyne	 
	 	Name: Ann Kyne
	 	Title: Assistant Vice President







 






     


     


    

 


	 	HSBC
    Bank USA, National Association, 

    as a Lender
	 	 
	 	 
	 	By:	/s/ Kyle Patterson	 
	 	Name: Kyle Patterson
	 	Title: Senior Vice President




 






     


     


    

 


	 	MUFG
    Bank, Ltd., 
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ John Margetanski 	 
	 	Name: John Margetanski 
	 	Title: Director




 









     


     


    

 


	 	Regions
    Bank, 
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Meera Patel 	 
	 	Name: Meera Patel 
	 	Title: Director




 






     


     


    

 


	 	Sumitomo
    Mitsui Banking Corporation,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Jun Ashley 	 
	 	Name: Jun Ashley 
	 	Title: Director




 









     


     


    

 


	 	Citibank,
    N.A., 
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Chris Hartzell 	 
	 	Name:  Chris Hartzell 
	 	Title:    Managing Director




 






     


     


    

 


	 	TD
    Bank, N.A., as a Lender
	 	 
	 	 
	 	By: 	/s/ M. Bernadette Collins 	 
	 	Name: M. Bernadette Collins 
	 	Title: Senior Vice President




 






     


     


    

 


	 	BANK
    OF THE WEST,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ David Wang 	 
	 	Name: David Wang 
	 	Title: Director




 






     


     


    

 


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




 






     


     


    

 


	 	First
    Hawaiian Bank, 
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Charles C. Barbata 	 
	 	Name: Charles C. Barbata 
	 	Title: Vice President




 








     


     


    

  


SCHEDULE
1.1


Pricing
Schedule


 


The
Eurodollar Margin and the Base Rate Margin shall be determined in accordance with the table below and the other provisions of this Schedule
1.1 (and subject to modification as set forth in Section 10.6).


 


	Level	Funded
    Debt to 

    EBITDA Ratio	Eurodollar
    

    Margin	Base
    Rate 

    Margin
	I	Less
    than or equal to 1.00 to 1	1.125%	0.125%
	II	Greater
    than 1.00 to 1 but less than or equal to 1.75 to 1	1.250%	0.250%
	III	Greater
    than 1.75 to 1 but less than or equal to 2.50 to 1	1.375%	0.375%
	IV	Greater
    than 2.50 to 1 but less than or equal to 3.25 to 1	1.500%	0.500%
	V	Greater
    than 3.25 to 1	1.750%	0.750%


 


Initially,
the Eurodollar Margin and Base Rate Margin (the “Pricing”) shall be Level III. The
Pricing shall be adjusted, to the extent required, upon delivery of quarterly or annual, as applicable, financial statements (beginning
with the first full fiscal quarter ended after the Restatement Date) based on the Funded Debt to EBITDA Ratio as of the last day of such
fiscal quarter; provided that if the Company or Parent fails to deliver financial statements required by the Loan Documents and
any related certificate as of the day required by the Loan Documents, the Pricing shall be Level V until such financial statements are
delivered.