Exhibit 10.1


 


 





 


$750,000,000


 


CREDIT AGREEMENT


 


among


 


GARTNER, INC.,


as Borrower,


 


The Several Lenders from Time to Time Parties Hereto,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION and RBS CITIZENS,
N.A.,


as Co-Syndication Agents,


 


HSBC BANK USA, NATIONAL ASSOCIATION, KEYBANK NATIONAL
ASSOCIATION,


TD BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, and UNION
BANK, N.A.


as Co-Documentation Agents,


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


Dated as of March 7, 2013


 


 




 



J.P. MORGAN SECURITIES LLC, WELLS FARGO SECURITIES, LLC,
and RBS CITIZENS, N.A.,


 


as Joint Lead Arrangers and Joint Bookrunners





    	 



    	



    

TABLE OF CONTENTS


 


	 	 	 	 	 	Page
	 	 	 	 	 	 
	SECTION 1.	DEFINITIONS	 	1
	 	 	 	 
	 	1.1	 	Defined Terms	 	1
	 	1.2	 	Other Definitional Provisions	 	19
	 	 	 	 	 	 
	SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	 	19
	 	 	 	 
	 	2.1	 	Term Commitments	 	19
	 	2.2	 	Procedure for Term Loan Borrowing	 	21
	 	2.3	 	Repayment of Term Loans	 	21
	 	2.4	 	Revolving Commitments	 	21
	 	2.5	 	Procedure for Revolving Loan Borrowing	 	22
	 	2.6	 	Commitment Fees, etc	 	23
	 	2.7	 	Termination or Reduction of Revolving Commitments	 	23
	 	2.8	 	Optional Prepayments	 	23
	 	2.9	 	Mandatory Prepayments and Commitment Reductions	 	24
	 	2.10	 	Conversion and Continuation Options	 	24
	 	2.11	 	Limitations on Eurodollar Tranches	 	24
	 	2.12	 	Interest Rates and Payment Dates	 	25
	 	2.13	 	Computation of Interest and Fees	 	25
	 	2.14	 	Inability to Determine Interest Rate	 	25
	 	2.15	 	Pro Rata Treatment and Payments	 	26
	 	2.16	 	Requirements of Law	 	27
	 	2.17	 	Taxes	 	29
	 	2.18	 	Indemnity	 	31
	 	2.19	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	 	32
	 	2.20	 	Mitigation Obligations; Replacement of Lenders	 	32
	 	2.21	 	Defaulting Lenders	 	33
	 	 	 	 	 	 
	SECTION 3.	LETTERS OF CREDIT	 	34
	 	 	 	 
	 	3.1	 	L/C Commitment	 	34
	 	3.2	 	Procedure for Issuance of Letter of Credit	 	34
	 	3.3	 	Fees and Other Charges	 	35
	 	3.4	 	L/C Participations	 	35
	 	3.5	 	Reimbursement Obligation of the Borrower	 	36
	 	3.6	 	Obligations Absolute	 	37
	 	3.7	 	Letter of Credit Payments	 	37
	 	3.8	 	Applications	 	37
	 	3.9	 	Existing Letters of Credit	 	37
	 	 	 	 	 	 
	SECTION 4.	REPRESENTATIONS AND WARRANTIES	 	38
	 	 	 	 
	 	4.1	 	Financial Condition	 	38
	 	4.2	 	No Change	 	38
	 	4.3	 	Existence; Compliance with Law	 	38
	 	4.4	 	Power; Authorization; Enforceable Obligations	 	38







    	 



    	



    

	 	4.5	 	No Legal Bar	 	39
	 	4.6	 	Litigation	 	39
	 	4.7	 	No Default	 	39
	 	4.8	 	Ownership of Property; Liens	 	39
	 	4.9	 	Intellectual Property	 	39
	 	4.10	 	Taxes	 	39
	 	4.11	 	Federal Regulations	 	39
	 	4.12	 	Labor Matters	 	40
	 	4.13	 	ERISA	 	40
	 	4.14	 	Investment Company Act; Other Regulations	 	40
	 	4.15	 	Subsidiaries	 	40
	 	4.16	 	Use of Proceeds	 	40
	 	4.17	 	Environmental Matters	 	40
	 	4.18	 	Accuracy of Information, etc	 	41
	 	4.19	 	Solvency	 	41
	 	 	 	 	 	 
	SECTION 5.	CONDITIONS PRECEDENT	 	41
	 	 	 	 
	 	5.1	 	Conditions to Initial Extension of Credit	 	41
	 	5.2	 	Conditions to Each Extension of Credit	 	43
	 	 	 	 	 	 
	SECTION 6.	AFFIRMATIVE COVENANTS	 	43
	 	 	 	 
	 	6.1	 	Financial Statements	 	43
	 	6.2	 	Certificates; Other Information	 	44
	 	6.3	 	Payment of Obligations	 	45
	 	6.4	 	Maintenance of Existence; Compliance	 	45
	 	6.5	 	Maintenance of Property; Insurance	 	45
	 	6.6	 	Inspection of Property; Books and Records; Discussions	 	45
	 	6.7	 	Notices	 	45
	 	6.8	 	Environmental Laws	 	46
	 	6.9	 	Additional Subsidiaries	 	46
	 	 	 	 	 	 
	SECTION 7.	NEGATIVE COVENANTS	 	47
	 	 	 	 
	 	7.1	 	Financial Condition Covenants	 	47
	 	7.2	 	Indebtedness	 	47
	 	7.3	 	Liens	 	49
	 	7.4	 	Fundamental Changes	 	51
	 	7.5	 	Disposition of Property	 	52
	 	7.6	 	Restricted Payments	 	52
	 	7.7	 	Lines of Business	 	53
	 	7.8	 	Investments	 	53
	 	7.9	 	Transactions with Affiliates	 	56
	 	7.10	 	Sales and Leasebacks	 	56
	 	7.11	 	Swap Agreements	 	56
	 	7.12	 	Changes in Fiscal Periods	 	56
	 	7.13	 	Negative Pledge Clauses	 	56
	 	7.14	 	Clauses Restricting Subsidiary Distributions	 	57







    	 



    	



    

	SECTION 8.	EVENTS OF DEFAULT	 	57
	 	 	 	 
	 	8.1	 	Events of Default	 	57
	 	 	 	 	 	 
	SECTION 9.	THE AGENTS	 	60
	 	 	 	 
	 	9.1	 	Appointment	 	60
	 	9.2	 	Delegation of Duties	 	60
	 	9.3	 	Exculpatory Provisions	 	60
	 	9.4	 	Reliance by Administrative Agent	 	60
	 	9.5	 	Notice of Default	 	61
	 	9.6	 	Non-Reliance on Agents and Other Lenders	 	61
	 	9.7	 	Indemnification	 	61
	 	9.8	 	Agent in Its Individual Capacity	 	62
	 	9.9	 	Successor Administrative Agent	 	62
	 	9.10	 	Co-Syndication Agents and Co-Documentation Agents	 	62
	 	 	 	 	 	 
	SECTION 10.	MISCELLANEOUS	 	62
	 	 	 	 
	 	10.1	 	Amendments and Waivers	 	62
	 	10.2	 	Notices	 	63
	 	10.3	 	No Waiver; Cumulative Remedies	 	64
	 	10.4	 	Survival of Representations and Warranties	 	65
	 	10.5	 	Payment of Expenses and Taxes	 	65
	 	10.6	 	Successors and Assigns; Participations and Assignments	 	66
	 	10.7	 	Adjustments; Set-off	 	68
	 	10.8	 	Counterparts	 	69
	 	10.9	 	Severability	 	69
	 	10.10	 	Integration	 	69
	 	10.11	 	GOVERNING LAW	 	69
	 	10.12	 	Submission To Jurisdiction; Waivers	 	69
	 	10.13	 	Acknowledgements	 	70
	 	10.14	 	Releases of Guarantees	 	71
	 	10.15	 	Confidentiality	 	71
	 	10.16	 	WAIVERS OF JURY TRIAL	 	72
	 	10.17	 	USA PATRIOT Act	 	72
	 	10.18	 	Keepwell	 	72





    	 



    	



    



SCHEDULES:


 


	1.1A	 	Commitments
	3.9	 	Existing Letters of Credit
	4.6	 	Litigation
	4.9	 	Intellectual Property
	4.10	 	Tax Claims
	4.15	 	Subsidiaries
	7.2(d)	 	Existing Indebtedness
	7.3(f)	 	Existing Liens
	7.8(e)	 	Existing Investments


 


EXHIBITS:


 


	A	 	Form of Guarantee
	B	 	Form of Compliance Certificate
	C	 	Form of Closing Certificate
	D	 	Form of Assignment and Assumption
	E	 	Form of Legal Opinion of Sullivan & Cromwell LLP
	F	 	Form of Exemption Certificate
	G	 	Form of Increasing Lender Supplement
	H	 	Form of Augmenting Lender Supplement







    	 



    	



    

CREDIT AGREEMENT (this “Agreement”),
dated as of March 7, 2013 among GARTNER, INC., a Delaware corporation (the “Borrower”), the several banks and
other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), WELLS
FARGO BANK, NATIONAL ASSOCIATION and RBS CITIZENS, N.A., as co-syndication agents (in such capacity, the “Co-Syndication
Agents”), HSBC BANK USA, NATIONAL ASSOCIATION, KEY BANK NATIONAL ASSOCIATION, TD BANK, N.A., U.S. BANK NATIONAL ASSOCIATION
and UNION BANK, N.A., as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and JPMORGAN
CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).


 


The parties hereto hereby agree as follows:


 


SECTION
1. DEFINITIONS


 


1.1 Defined
Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in
this Section 1.1.


 


“ABR”: for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b)
the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Eurodollar Rate that would be calculated
as of such day (or, if such day is not a Business Day, as of the next preceding Business Day) in respect of a proposed Eurodollar
Loan with a one-month Interest Period plus 1.0%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds
Effective Rate or such Eurodollar Rate shall be effective as of the opening of business on the day of such change in the Prime
Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively.


 


“ABR Loans”: Loans the rate of interest
applicable to which is based upon the ABR.


 


“Adjustment Date”: as defined in the
definition of Applicable Margin.


 


“Administrative Agent”: JPMorgan Chase
Bank, together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this
Agreement and the other Loan Documents, together with any of its successors.


 


“Affiliate”: as to any Person, any other
Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes
of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 20% or more of
the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person
or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.


 


“Agents”: the collective reference to
the Co-Syndication Agents, the Co-Documentation Agents and the Administrative Agent.


 


“Aggregate Exposure”: with respect to
any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments
at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and
(ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated,
the amount of such Lender’s Revolving Extensions of Credit then outstanding.


 


“Aggregate Exposure Percentage”: with
respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time
to the Aggregate Exposure 



    	 



    		2



    
of all Lenders at such time; provided, that in the case of Section 2.21 when a Defaulting Lender
shall exist, “Aggregate Exposure Percentage” shall mean the percentage of the Aggregate Exposure of all Lenders (disregarding
any Defaulting Lender’s Aggregate Exposure) represented by such Lender’s Aggregate Exposure. If the Commitments have
terminated or expired, the Aggregate Exposure Percentages shall be determined based upon the Commitments most recently in effect,
giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.


 


“Agreement”: as defined in the preamble
hereto.


 


“Applicable Margin”: for each Type of
Loan or the Commitment Fee Rate, the rate per annum set forth under the relevant column heading below:


 


	Level	 	Consolidated 

Leverage Ratio	 	Applicable Margin

 for Eurodollar Loans	 	Applicable Margin 

for ABR Loans	 	Commitment Fee 

Rate
	I	 	> 2.50 to 1.00	 	1.75%	 	0.75%	 	0.30%
	 	 	 	 	 	 	 	 	 
	II	 	
        > 1.50 to 1.00


≤ 2.50 to 1.00


	 	1.50%	 	0.50%	 	0.25%
	 	 	 	 	 	 	 	 	 
	III	 	
        > 0.50 to 1.00


≤ 1.50 to 1.00


	 	1.375%	 	0.375%	 	0.225%
	 	 	 	 	 	 	 	 	 
	IV	 	≤ 0.50 to 1.00	 	1.25%	 	0.25%	 	0.20%


 


The Applicable Margin and Commitment Fee Rate on the Closing
Date and until the first Adjustment Date (as defined below) following the Closing Date shall be the rate per annum set forth in
Level III above. Changes in the Applicable Margin and the Commitment Fee Rate resulting from changes in the Consolidated Leverage
Ratio shall become effective on the date (the “Adjustment Date”) that is three Business Days after the date
on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next change
to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods
specified in Section 6.1, then, until the date that is three Business Days after the date on which such financial statements are
delivered, the highest Applicable Margin and Commitment Fee Rate shall apply. Each determination of the Consolidated Leverage Ratio
pursuant hereto shall be made in a manner consistent with the determination thereof pursuant to Section 7.1(a).


 


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


 


“Approved Fund”: as defined in Section
10.6(b).


 


“Asset Sale”: any Disposition of property
or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (e) or (g)
of Section 7.5) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash
proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in
excess of $50,000,000.


 


“Assignee”: as defined in Section 10.6(b).






    	 



    		3



    

“Assignment and Assumption”: an Assignment
and Assumption, substantially in the form of Exhibit D.


 


“Augmenting Revolving Lender”: as defined
in Section 2.4(b).


 


“Augmenting Term Lender”: as defined
in Section 2.1(b).


 


“Available Revolving Commitment”: as
to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then
in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding.


 


“Bankruptcy Event”: with respect to
any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation
of its business appointed for it, or in the good faith determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person
by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not
result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Benefitted Lender”: as defined in Section
10.7(a).


 


“Board”: the Board of Governors of the
Federal Reserve System of the United States (or any successor).


 


“Borrower”: as defined in the preamble
hereto.


 


“Borrowing Date”: any Business Day specified
by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.


 


“Business Day”: a day other than a Saturday,
Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided, that
with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such
day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.


 


“Capital Lease Obligations”: as to any
Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right
to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for
as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations
at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.


 


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






    	 



    		4



    

“Cash Equivalents”: (a) marketable direct
obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed
by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates
of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the
date of acquisition issued by any Lender (or any Affiliate or Subsidiary thereof) or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial
paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“S&P”) or P-1 by
Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized
rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally (or any
Affiliate or Subsidiary thereof), and maturing within six months from the date of acquisition; (d) repurchase obligations of any
Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30
days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities
of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United
States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government,
the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case
may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date
of acquisition backed by standby letters of credit issued by any Lender (or any Affiliate or Subsidiary thereof) or any commercial
bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest primarily
in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply
with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated A by S&P
and A1 by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 


“Closing Date”: the date on which the
conditions precedent set forth in Section 5.1 shall have been satisfied.


 


“Co-Documentation Agent”: as defined
in the preamble hereto.


 


“Co-Syndication Agent”: as defined in
the preamble hereto.


 


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


 


“Commitment”: as to any Lender, the
sum of the Term Commitment and the Revolving Commitment of such Lender.


 


“Commitment Fee Rate”: at any date,
the rate set forth under the heading “Commitment Fee Rate” in the definition of Applicable Margin.


 


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


 


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


 


“Compliance Certificate”: a certificate
duly executed by a Responsible Officer substantially in the form of Exhibit B.






    	 



    		5



    






“Conduit Lender”: any
special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made
by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a
Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any
reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its
Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount
pursuant to Section 2.16, 2.17, 2.18 or 10.5 than the designating Lender would have been entitled to receive in respect of the
extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.


 


“Confidential Information Memorandum”:
the Confidential Information Memorandum dated February 2013 and furnished to certain Lenders.


 


“Consolidated EBITDA”:
for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge
in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization
or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness
(including the Loans), (c) depreciation, accretion and amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses not to exceed
12.50% of Consolidated EBITDA for any fiscal year (calculated on a Pro Forma Basis) and any extraordinary non-cash or non-recurring
non-cash expenses or losses (each including, in any event, (i) compensation charges or other expenses or charges arising from the
grant of or issuance of stock, stock options, other equity-based awards, stock appreciation rights or restricted stock units to
the directors, officers and employees of the Borrower and its Subsidiaries, (ii) loss on investments excluding marketable securities,
(iii) writeoffs of fixed assets not included in depreciation, and (iv) writeoffs or impairment of any goodwill or intangible assets),
(f) costs and expenses incurred in connection with Permitted Acquisitions (as defined in Section 7.4), Material Dispositions, and
debt issuances or equity financings, including restructuring and integration expenses (to the extent not consummated, not to exceed
$25,000,000), (g) non-cash charges related to the application of purchase accounting for Permitted Acquisitions, (h) non-cash losses
relating to hedging activities, (i) charges taken related to stock repurchases, and (j) any other non-cash charges and minus,
(a) to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest income, (ii)
any extraordinary non-cash or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period) in the ordinary course of business, (iii) income tax credits
(to the extent not netted from income tax expense), and (iv) any other non-cash income (other than accruals of revenue by the Borrower
and its Subsidiaries in the ordinary course of business) and (b) any cash payments made during such period in respect of items
described in clauses (e)(i) and (j) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were
reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis.


 


“Consolidated Interest Expense”:
for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its
Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net payments
made (less net payments, if any, received) under Swap Agreements in respect of interest rates to the extent such net payments are
allocable to such period in accordance with GAAP) minus, to the extent included in cash interest expense, any payments required
in connection with the termination of any Swap Agreements and all premiums paid, gains/losses incurred, charges and fees paid,



    	 



    		6



    



in each case by the Borrower and its Subsidiaries in connection with the redemption, repurchase or retirement of Indebtedness.


 


“Consolidated Interest Expense Ratio”:
for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.


 


“Consolidated Leverage Ratio”:
as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.


 


“Consolidated Net Income”:
for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to
the date it becomes a Subsidiary of the Borrower or, other than an existing Subsidiary, is merged into or consolidated with the
Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which
the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received
by the Borrower or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary
of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower
or another Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document)
or Requirement of Law applicable to such Subsidiary, (d) any gain (or loss) realized upon the sale or other disposition of any
assets of the Borrower or any Subsidiary (including pursuant to any sale and leaseback arrangement) which is not sold or otherwise
disposed of in the ordinary course of business, (e) any net after-tax gain (loss) attributable to the early repurchase, extinguishment
or conversion of Indebtedness, hedging obligations or other derivative instruments, (f) any unrealized foreign currency gains or
losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, and
(g) any income or loss from discontinued operations.


 


“Consolidated Total Debt”:
at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined on
a consolidated basis in accordance with GAAP.


 


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


 


“Credit Party”:
the Administrative Agent, the Issuing Lender or any other Lender.


 


“Default”: any of the
events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


 


“Defaulting Lender”: any
Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its
Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount
required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in
writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically
identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party
in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations
under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good
faith determination that a condition precedent (specifically identified and including the particular



    	 



    		7



    



default, if any) to funding
a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c)
has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing
from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations)
to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification
in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.


 


“Designated Foreign Currencies”:
Australian dollars, Canadian dollars, Euros, Hong Kong dollars, New Zealand dollars, Singapore dollars, Sterling, Swiss francs,
Indian rupees, Korean won, Mexican pesos and Yen.


 


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


 


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


 


“Dollar Equivalent”: with
respect to any amount in respect of any Letter of Credit denominated in any Designated Foreign Currency, at any date of determination
thereof, an amount in Dollars equivalent to such amount calculated on the basis of the Spot Rate of Exchange.


 


“Domestic Subsidiary”:
any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.


 


“Environmental Laws”:
any and all applicable foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to
or imposing liability or standards of conduct concerning protection of human health as it relates to any Materials of Environmental
Concern, or the protection of the environment, as now or may at any time hereafter be in effect.


 


“ERISA”: the Employee
Retirement Income Security Act of 1974, as amended from time to time.


 


“Eurocurrency Reserve Requirements”:
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 Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed
for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained
by a member bank of the Federal Reserve System.


 


“Eurodollar Base Rate”:
with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis
of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period
appearing on the Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest
Period. In the event that such rate does not appear on such page (or otherwise on such screen), the “Eurodollar Base Rate”
shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be
selected by the Administrative Agent in



    	 



    		8



    



consultation with the Borrower or, in the absence of such availability, by reference to
the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business
Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency
and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised
therein.


 


“Eurodollar Loans”: Loans
the rate of interest applicable to which is based upon the Eurodollar Rate.


 


“Eurodollar Rate”: with
respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance
with the following formula (rounded upward to the nearest 1/100,000th of 1%):


 








	 	Eurodollar Base Rate	 
	 	1.00 - Eurocurrency Reserve Requirements	 







 


“Eurodollar Tranche”:
the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all
of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the
same day).


 


“Event of Default”: any
of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both,
has been satisfied.


 


“Exchange Act”: as defined
in Section 8.1(j).


 


“Existing Credit Agreement”:
the credit agreement dated as of December 22, 2010, among the Borrower, the several lenders from time to time party thereto, JPMorgan
Chase Bank, N.A., as the administrative agent, and the other agents party thereto, as amended.


 


“Existing Letters of Credit”:
those letters of credit individually described on Schedule 3.9.


 


“Facility”: each of (a)
the Term Commitments and the Term Loans made thereunder (the “Term Facility”) and (b) the Revolving Commitments
and the extensions of credit made thereunder (the “Revolving Facility”).


 


“FATCA”: Sections 1471
through 1474 of the Code, as of the date of this Agreement and any regulations or official interpretations thereof and any agreements
entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds Effective Rate”:
for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions
received by JPMorgan Chase Bank from three federal funds brokers of recognized standing selected by it.


 


“Fee Payment Date”: (a)
the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving
Commitment Period.


 


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





    	 



    		9



    



“Funding Office”: the
office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and the Lenders.


 


“GAAP”: generally accepted
accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.1, GAAP shall
be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of
the most recent audited financial statements referred to in Section 4.1. In the event that any “Accounting Change”
(as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards
or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such
provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating
the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not
been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent
and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed
as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required
by (x) the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC, or (y) the adoption by the Borrower of International Financial
Reporting Standards.


 


“Governmental Authority”:
any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions
of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association
of Insurance Commissioners).


 


“Group Members”: the collective
reference to the Borrower and its respective Subsidiaries.


 


“Guarantee”: the Guarantee
to be executed and delivered by each Subsidiary Guarantor, substantially in the form of Exhibit A.


 


“Guarantee Obligation”:
as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or
similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation
of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees,
any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person
(the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing
person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect
security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain
working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor,
(iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee
Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount
for which such guaranteeing person may be liable pursuant to the



    	 



    		10



    



terms of the instrument embodying such Guarantee Obligation, unless
such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good faith.


 


“Increasing Revolving Lender”:
as defined in Section 2.4(b).


 


“Increasing Term Lender”:
as defined in section 2.1(b).


 


“Incremental Amendment”:
as defined in Section 2.1(b).


 


“Incremental Extensions of Credit”:
as defined in Section 2.1(b).


 


“Incremental Facility Closing Date”:
as defined in Section 2.1(b).


 


“Incremental Term Loans”:
as defined in Section 2.1(b).


 


“Incremental Yield”: as
defined in Section 2.1(b).


 


“Indebtedness”: of any
Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person
for the deferred purchase price or deferred consideration or similar arrangements in respect of property or services (other than
current trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced
by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller
or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease
Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under
or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantee Obligations of such Person
in respect of obligations of the kind referred to in clauses (a) through (f) above, (h) all obligations of the kind referred to
in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise,
to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person
has assumed or become liable for the payment of such obligation, and (i) for the purposes of Section 8.1(e) only, all obligations
of such Person in respect of Swap Agreements. For the avoidance of doubt, neither deferred compensation nor any pension obligations
or liabilities shall be deemed to constitute ‘Indebtedness.” The Indebtedness of any Person shall include the Indebtedness
of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness expressly provide that such Person is not liable therefor.


 


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


 


“Insolvent”: pertaining
to a condition of Insolvency.


 


“Intellectual Property”:
the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent
licenses, domain names, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law



    	 



    		11



    



or in
equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.


 


“Interest Payment Date”:
(a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the
final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day
of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three
months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, and
(d) as to any Loan (other than any Revolving Loan that is an ABR Loan), the date of any repayment or prepayment made in respect
thereof.


 


“Interest Period”: as
to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect
to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing
or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter,
as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, on
the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided
that, all of the foregoing provisions relating to Interest Periods are subject to the following:


 


(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 next succeeding Business Day unless the result of such extension would be to carry such Interest
Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;


 




(ii)

the Borrower may not select an Interest Period under a particular Facility that would extend
beyond the Revolving Termination Date or beyond the date final payment is due on the Term Loans, as the case may be;






 


(iii)
any Interest Period that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of a calendar month; and





 


(iv)
the
Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period
for such Loan.




 


“Investments”: as defined
in Section 7.8.


 


“Issuing Lender”: JPMorgan
Chase Bank or any affiliate thereof, in its capacity as issuer of any Letter of Credit.


 


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


 


“L/C Commitment”: $40,000,000.


 


“L/C Obligations”: at
any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section
3.5. The L/C Obligations in respect of any Letter of Credit in a Designated Foreign Currency shall be deemed for the purposes of
calculating the Available Revolving Commitments and similar amounts from time to time


    	 



    		12



    
and commitment fees and Letter of Credit
and fronting fees to be equal to the Dollar Equivalent of the amount of such Designated Foreign Currency as at the date of issuance
thereof, and such Dollar Equivalent shall be thereafter re-calculated by the Issuing Lender from time to time in its discretion
(but no less often than quarterly); any such determination by the Issuing Lender of any such Dollar Equivalent amount shall be
conclusive and binding on the other parties hereto in the absence of manifest error.


 


“L/C Participants”: the
collective reference to all the Revolving Lenders other than the Issuing Lender.


 


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


 


“Letters of Credit”: as
defined in Section 3.1(a).


 


“Lien”: any mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest
or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including
any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as
any of the foregoing).


 


“Loan”: any loan made
by any Lender pursuant to this Agreement.


 


“Loan Documents”: this
Agreement, the Guarantee, the Notes and any amendment, waiver, supplement or other modification to any of the foregoing.


 


“Loan Parties”: each Group
Member that is a party to a Loan Document.


 


“Majority Facility Lenders”:
with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total
Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility,
prior to any termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments).


 


“Margin Stock”: “margin
stock” as defined in Regulation U.


 


“Material Acquisition”:
any acquisition of assets or series of related acquisitions of property that (a) constitutes assets comprising all or substantially
all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves
the payment of consideration by the Borrower and its Subsidiaries in excess of $1,000,000.


 


“Material Adverse Effect”:
a material adverse effect on (a) the business, property, operations, or financial condition of the Borrower and its Subsidiaries
taken as a whole or (b) the validity or enforceability of any of the material provisions of this Agreement or any of the other
Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.


 


“Material Disposition”:
any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of
its Subsidiaries in excess of $1,000,000.


 


“Material Subsidiary”:
any Subsidiary of the Borrower that either (i) holds assets having a total book value of greater than two percent (2%) of the total
assets held by the Borrower and its Subsidiaries taken as a whole (as determined as of the end of the fiscal quarter immediately
preceding the



    	 



    		13



    



date of determination) or (ii) has revenues representing greater than five percent (5%) of total revenues of the
Borrower and its Subsidiaries taken as a whole (for the period of four consecutive fiscal quarters most recently ended at or prior
to such time and for which financial statements are available); provided, that (x) any Subsidiary that directly or indirectly
owns a Material Subsidiary shall itself be a Material Subsidiary and (y) in the event Subsidiaries that would otherwise not be
Material Subsidiaries shall in the aggregate account for a percentage in excess of 10% of the total assets attributable to the
Borrower and its Subsidiaries taken as a whole (as determined as of the end of the fiscal quarter immediately preceding the date
of determination) or 30% of the revenue of the Borrower and its Subsidiaries taken as a whole (for the period of four consecutive
fiscal quarters most recently ended at or prior to such time and for which financial statements are available) then, in each case,
one or more of such Subsidiaries designated by the Borrower (or, if the Borrower shall make no designation, one or more of such
Subsidiaries in descending order based on their respective contributions to the total assets held by the Borrower and its Subsidiaries
taken as a whole), shall be included as Material Subsidiaries to the extent necessary to eliminate such excess.


 


“Materials of Environmental Concern”:
any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation and any other substances, materials or wastes, defined or regulated as “hazardous”
or “toxic”, under, or that could give rise to liability pursuant to, any Environmental Law.


 


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


 


“Net Cash Proceeds”: (a)
in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including
any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment
banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on
any asset that is the subject of such Asset Sale or Recovery Event and other customary fees and expenses actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available
tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock or
any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment
banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred
in connection therewith.


 


“Non-Excluded Taxes”:
as defined in Section 2.17(a).


 


“Non-U.S. Lender”: as
defined in Section 2.17(d).


 


“Notes”: the collective
reference to any promissory note evidencing Loans.


 


“Obligations”: the unpaid
principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest
accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans
and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Specified
Swap Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document,
the Letters of Credit, any Specified Swap Agreement or any other document made, delivered



    	 



    		14



    



or given in connection herewith or therewith,
whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges
and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant
hereto) or otherwise.


 


“Other Taxes”: any and
all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document, including any interest, additions to tax or penalties applicable thereto.


 


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


 


“Participant”: as defined
in Section 10.6(c).


 


“Participant Register”:
as defined in Section 10.6(c)(i).


 


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


 


“Permitted Acquisitions”:
as defined in Section 7.4.


 


“Permitted Preferred Stock”:
preferred stock issued by the Borrower that (a) does not require any repurchase or redemption (other than conversion or exchange
into the common stock of the Borrower), whether contingent or not, prior to the date that is eight months after the Revolving Termination
Date and (b) is in the Borrower’s good faith opinion on terms and conditions customary in the relevant capital markets for
preferred stock issued by issuers similar to the Borrower.


 


“Permitted Senior Unsecured Debt”:
senior unsecured Indebtedness of the Borrower that (a) requires no scheduled cash payments of principal and no mandatory repurchase
or redemption obligations prior to the date that is six months after the Revolving Termination Date, other than in connection with
a change of control of Borrower or similar event or an asset disposition and (b) does not impose financial “maintenance”
(as distinct from “incurrence”) covenants on the Borrower or any of the Subsidiaries that are more restrictive than
the maintenance covenants herein.


 


“Permitted Subordinated Debt”:
subordinated, unsecured Indebtedness of the Borrower that (a) requires no scheduled cash payments of principal and no mandatory
repurchase or redemption obligations prior to the date that is six months after the Revolving Termination Date, other than in connection
with a change of control of Borrower or similar event or an asset disposition, (b) does not impose financial “maintenance”
(as distinct from “incurrence”) covenants on the Borrower or any of the Subsidiaries that are more restrictive than
the maintenance covenants herein, and (c) contains customary subordination terms that are reasonably acceptable to the Administrative
Agent.


 


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


 


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



    	 



    		15



    





“Prime Rate”: the rate
of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal
office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A.
in connection with extensions of credit to debtors).


 


“Pro Forma Basis”: with
respect to any calculation made at any time that is, at any date or for any period, after taking into account (a) any Material
Acquisition or Material Disposition and (b) any redemption, repurchase, retirement, defeasance, discharge or incurrence of Indebtedness
that has occurred by such time as though such Material Acquisition, Material Disposition, redemption, repurchase, retirement, discharge
or incurrence had occurred at or prior to such date or on the first day of such period, as the case may be.


 


“Projections”: as defined
in Section 6.2(c).


 


“Properties”: as defined
in Section 4.17(a).


 


“Recovery Event”: any
settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any
asset of any Group Member.


 


“Register”: as defined
in Section 10.6(b).


 


“Regulation U”: Regulation
U of the Board as in effect from time to time.


 


“Reimbursement Obligation”:
the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.


 


“Reimbursement Percentage”:
as defined in Section 3.5.


 


“Reinvestment Deferred Amount”:
with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that
are not applied to prepay the Term Loans pursuant to Section 2.9(c) as a result of the delivery of a Reinvestment Notice.


 


“Reinvestment Event”:
any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.


 


“Reinvestment Notice”:
a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the
Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds
of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.


 


“Reinvestment Prepayment Amount”:
with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the
relevant Reinvestment Prepayment Date to acquire or repair assets useful in the Borrower’s business.


 


“Reinvestment Prepayment Date”:
with respect to any Reinvestment Event, the earlier of (a) the date occurring twelve months after such Reinvestment Event and (b)
the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful
in the Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.


 


“Reorganization”: with
respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.






    	 



    		16



    

“Reportable Event”: any
of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived
under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.


 


“Required Lenders”: at
any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum
of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Commitments then in
effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.


 


“Requirement of Law”:
as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person,
and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Responsible Officer”:
the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of the Borrower, but in any event,
with respect to financial matters, the chief financial officer, treasurer or assistant treasurer of the Borrower.


 


“Restricted Payments”:
as defined in Section 7.6.


 


“Revolving Commitment”:
as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Letters of Credit in an aggregate
principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such
Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as
the same may be changed from time to time pursuant to the terms hereof. The original amount of the Total Revolving Commitments
is $600,000,000.


 


“Revolving Commitment Period”:
the period from and including the Closing Date to the Revolving Termination Date.


 


“Revolving Commitment Increase”:
as defined in Section 2.4.


 


“Revolving Extensions of Credit”:
as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans
held by such Lender then outstanding and (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding.


 


“Revolving Facility”:
as defined in the definition of Facility.


 


“Revolving Lender”: each
Lender that has a Revolving Commitment or that holds Revolving Loans.


 


“Revolving Loans”: as
defined in Section 2.4(a).


 


“Revolving Percentage”:
as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total
Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the
aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount
of the Revolving Loans then outstanding, provided, that, in the event that the Revolving Loans are paid in full prior to
the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed
to ensure that the other






    	 



    		17



    

outstanding Revolving Extensions of Credit
shall be held by the Revolving Lenders on a comparable basis.


 


“Revolving Termination Date”:
March 7, 2018.


 


“SEC”: the Securities
and Exchange Commission, any successor thereto and any analogous Governmental Authority.


 


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


 


“Solvent”: when used with
respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value”
of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”,
as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations
of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured,
(c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and
(d) such Person will be able to pay its debts as they mature. The amount of contingent liabilities at any time shall be computed
as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably
be expected to become an actual or matured liability.


 


“Specified Swap Agreement”:
any Swap Agreement entered into by the Borrower and any Lender or affiliate thereof at the time of entering into such Swap Agreement
in respect of interest rates, currency exchange rates or commodity prices.


 


“Spot Rate of Exchange”:
with respect to any Designated Foreign Currency, at any date of determination thereof, the spot rate of exchange in London that
appears on the display page applicable to such Designated Foreign Currency on the Telerate System (or such other page as may replace
such page for the purpose of displaying the spot rate of exchange in London); provided that if there shall at any time no
longer exist such a page, the spot rate of exchange shall be determined by reference to another similar rate publishing service
selected by the Administrative Agent and, if no such similar rate publishing service is available, by reference to the published
rate of the Administrative Agent in effect at such date for similar commercial transactions.


 


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


 


“Subsidiary Guarantor”:
each Domestic Subsidiary of the Borrower that is a Material Subsidiary.


 


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






    	 



    		18



    

“Swap Agreement”: any
agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled
by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these
transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap
Agreement”.


 


“Swap Obligation”: with
respect to any Person, any obligation to pay or perform under any Swap.


 


“Term Commitment”: as
to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower in a principal amount not to exceed the
amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.1A. The original
aggregate amount of the Term Commitments is $150,000,000.


 


“Term Facility”: as defined
in the definition of Facility.


 


“Term Lender”: each Lender
that has a Term Commitment or that holds a Term Loan.


 


“Term Loan”: as defined
in Section 2.1.


 


“Term Percentage”: as
to any Term Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term
Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s
Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).


 


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


 


“Total Revolving Extensions of Credit”:
at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.


 


“Transferee”: any Assignee
or Participant.


 


“Type”: as to any Loan,
its nature as an ABR Loan or a Eurodollar Loan.


 


“United States”: the United
States of America.


 


“Weighted Average Life to Maturity”:
when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(a) the sum of the products
obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such payment; by


 


(b) the then outstanding
principal amount of such Indebtedness.






    	 



    		19



    

“Wholly Owned Subsidiary”:
as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares or similar
third party share agreements required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.


 


“Wholly Owned Subsidiary Guarantor”:
any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.


 


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


 


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


 


(b) As used herein and in the other
Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating
to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP (provided that all terms of an accounting or financial nature used
herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to
(i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting
Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)
to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein
and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at
the full stated principal amount thereof), (ii) the words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed
to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and
“incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements
or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations
as amended, supplemented, restated or otherwise modified from time to time.


 


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


 


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


 


SECTION
2. AMOUNT AND TERMS OF COMMITMENTS


 


2.1 Term Commitments. (a)
Subject to the terms and conditions hereof, each Term Lender severally agrees to make a term loan (a “Term Loan”)
to the Borrower in Dollars on the Closing Date in an amount not to exceed the amount of the Term Commitment of such Lender. The
Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with Sections 2.2 and 2.10.






    	 



    		20



    

(b) (i) The Borrower may at any time or from
time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver
a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”
and such borrowing, an “Incremental Extension of Credit”); provided that both at the time of any such
request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist.
Each Incremental Extension of Credit shall be in an aggregate principal amount that is not less than $5,000,000. Notwithstanding
anything to the contrary herein, the aggregate amount of any Incremental Extension of Credit, when taken together with all other
Incremental Extensions of Credit and all Revolving Commitment Increases, shall not exceed $250,000,000. The Incremental Term Loans
shall rank pari passu in right of payment and of security with the Term Loans. The Incremental Term Loans (i) shall not mature
earlier than the Revolving Termination Date and shall have a Weighted Average Life to Maturity no shorter than the Weighted Average
Life to Maturity of the Term Loans (except by virtue of amortization of or prepayment of the Term Loans and prepayments of scheduled
amortization prior to such date of determination) and (i) except as set forth above and below, shall be treated substantially the
same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (x)
the interest rates (subject to clause (y) below) and amortization schedule (subject to clause (i) above) applicable to the Incremental
Term Loans shall be determined by the Borrower and the lenders thereof, (y) in the event that the yield on any Incremental Term
Loans (taking into account interest margins, minimum Eurodollar Base Rate, minimum ABR, upfront fees and OID on such term loans
with upfront fees and OID equated to interest margins based on an assumed four year life to maturity, but excluding upfront fees,
ticking fees, arranging fees and any other fees not paid to the market generally) (the “Incremental Yield”)
exceeds the yield on the Term Facility by more than 0.50%, then the interest margins for the Term Loans shall automatically
be increased to a level such that the yield on the Term Loans shall be 0.50% below the Incremental Yield and (z) to the extent
such terms applicable to the Incremental Term Loans are not consistent with the then existing Term Loans (except as permitted by
the immediately preceding clause (x)) such terms shall be mutually agreed to by the Borrower and the Administrative Agent.


 


(ii) Each notice from the Borrower pursuant
to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. The Borrower
may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Term Commitment,
an “Increasing Term Lender”), or by one or more new banks, financial institutions or other entities (each such
new bank, financial institution or other entity, an “Augmenting Term Lender”); provided that (i) each
Augmenting Term Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative
Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Term Lender, the Borrower and such Increasing
Term Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Term Lender,
the Borrower and such Augmenting Term Lender execute an agreement substantially in the form of Exhibit H hereto.


 


(iii) Commitments in respect of Incremental
Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”)
to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such
Commitment, if any, each Incremental Term Lender, if any, each Augmenting Term Lender, if any, and the Administrative Agent. The
Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect
the provisions of this Section; provided that any amendments included in any Incremental Amendment meant to effect changes
not relating to this Section 2.1(b) shall require the vote of the Lenders as described in Section 10.1 hereof. The making of any
loans pursuant to any Incremental Amendment shall not be effective unless on the date thereof (each, an “Incremental Facility
Closing Date”), after giving effect to






    	 



    		21



    

such Incremental Extension of Credit (i) the
conditions set forth in Section 5.2 are satisfied, (ii) the Borrower shall be in compliance with Section 7.1, (iii) the Administrative
Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate
power and authority of the Borrower to borrow hereunder after giving effect to such increase, and (iv) such other conditions as
the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited
by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.


 


2.2 Procedure for Term Loan
Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date)
requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term
Loans made on the Closing Date shall initially be ABR Loans. Upon receipt of such notice the Administrative Agent shall
promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Term Lender
shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the
Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the
books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent
by the Term Lenders in immediately available funds.


 


2.3 Repayment of Term Loans. The
Term Loan of each Lender shall mature in 16 consecutive quarterly installments (with the balance of the Term Loan of each Lender
maturing on the Revolving Termination Date), each of which shall be in an amount equal to such Lender’s Term Percentage
multiplied by the amount set forth below opposite such installment:


 


	Installment	 	Principal Amount	 
	June 30, 2013	 	$	1,875,000	 
	September 30, 2013	 	$	1,875,000	 
	December 31, 2013	 	$	1,875,000	 
	March 31, 2014	 	$	1,875,000	 
	June 30, 2014	 	$	3,750,000	 
	September 30, 2014	 	$	3,750,000	 
	December 31, 2014	 	$	3,750,000	 
	March 31, 2015	 	$	3,750,000	 
	June 30, 2015	 	$	3,750,000	 
	September 30, 2015	 	$	3,750,000	 
	December 31, 2015	 	$	3,750,000	 
	March 31, 2016	 	$	3,750,000	 
	June 30, 2016	 	$	5,625,000	 
	September 30, 2016	 	$	5,625,000	 
	December 31, 2016	 	$	5,625,000	 
	March 31, 2017	 	$	5,625,000	 
	Revolving Termination Date	 	$	90,000,000	 



 


2.4 Revolving Commitments. (a)
Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving
Loans”) to the Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal
amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the L/C Obligations then outstanding
does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may
use the Revolving Commitments by






    	 



    		22



    

borrowing, prepaying the Revolving Loans
in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time
to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance
with Sections 2.5 and 2.10.


 


(b) The Borrower may from time to
time elect to increase the Revolving Commitments (a “Revolving Commitment Increase”) in a minimum amount of
$5,000,000 so long as, after giving effect thereto, the aggregate amount of the Incremental Extensions of Credit and Revolving
Commitment Increases does not exceed $250,000,000. The Borrower may arrange for any such increase to be provided by one or more
Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”),
or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity,
an “Augmenting Revolving Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments,
as the case may be, provided that (i) each Augmenting Revolving Lender, shall be subject to the approval of the Borrower
and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case
of an Increasing Revolving Lender, the Borrower and such Increasing Revolving Lender execute an agreement substantially in the
form of Exhibit G hereto, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender
execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to
this clause shall become effective on the date agreed by the Borrower, the Administrative Agent (such approval by the Administrative
Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative
Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in
the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness
of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required
Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible
Officer of the Borrower, (ii) after giving effect to such Revolving Commitment Increase, the Borrower shall be in compliance with
Section 7.1, and (iii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date
under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase.
On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting
Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative
Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect
to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion
of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving
Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any
increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest
Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The
deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be
subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on
the last day of the related Interest Periods.


 


(c) The Borrower shall repay all outstanding
Revolving Loans on the Revolving Termination Date.


 


2.5 Procedure for Revolving Loan Borrowing.
The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that






    	 



    		23



    

the Borrower shall give the Administrative
Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a)
three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the
requested Borrowing Date, in the case of ABR Loans) (provided that any such notice of a borrowing of ABR Loans under the
Revolving Facility to finance payments required by Section 3.5 may be given not later than 10:00 A.M., New York City time, on the
date of the proposed borrowing), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing
Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of
the initial Interest Period therefor. Any Revolving Loans made on the Closing Date shall initially be ABR Loans. Each borrowing
under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof
(or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of
Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower,
the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its
pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior
to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower
on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders
and in like funds as received by the Administrative Agent.


 


2.6 Commitment Fees, etc. (a)
The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period
from and including the date hereof to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on
the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable
quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the date hereof.


 


(b) The Borrower agrees to pay to
the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent
and to perform any other obligations contained therein.


 


2.7
Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business
Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount
of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted
to the extent that, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof,
the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount
equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect.


 


2.8 Optional Prepayments. The
Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable
notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto,
in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case
of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or
ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable
thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof. If any such notice is given,






    	 



    		24



    

the amount specified in such notice shall
be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued
interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal
amount of $1,000,000 or a whole multiple thereof.


 


2.9 Mandatory Prepayments and Commitment
Reductions. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, and
the Consolidated Leverage Ratio of the Borrower for the most recently ended four fiscal quarters is greater than 2.00 to 1.00,
then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 50% of such Net Cash Proceeds shall
be applied on such date to the prepayment of the Term Loans as set forth in Section 2.9(b); provided, that, notwithstanding
the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the
relevant Reinvestment Event shall be applied to the prepayment of the Term Loans as set forth in Section 2.9(b).


 


(b) Amounts to be applied in connection
with prepayments made pursuant to Section 2.9 shall be applied to the prepayment of the Term Loans in accordance with Section 2.15(b).
The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar
Loans. Each prepayment of the Loans under Section 2.9 shall be accompanied by accrued interest to the date of such prepayment on
the amount prepaid.


 


2.10 Conversion and
Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business
Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on
the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to
Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New
York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of
the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a
Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority
Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions.
Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.


 


(b) Any Eurodollar Loan may be continued
as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice
to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set
forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar
Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative
Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit
such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described
above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically
converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.


 


2.11 Limitations on Eurodollar Tranches.
Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans
and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving
effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar



    	 



    		25



    






Tranche shall be equal to $5,000,000 or a whole multiple
of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.


 


2.12 Interest Rates and Payment Dates. (a) Each
Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to
the Eurodollar Rate determined for such day plus the Applicable Margin.


 


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


 


(c) (i) If all or a portion of the principal amount
of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise),
all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum equal to (x)
in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section
plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility plus
2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other
amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus
2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans
under the Revolving Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment
until such amount is paid in full (as well after as before judgment).


 


(d) Interest shall be payable in arrears on each
Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time
to time on demand.


 


2.13 Computation of Interest and Fees. (a) Interest
and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with
respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be
calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change
in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective
as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable
notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.


 


(b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders
in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.12(a).


 


2.14 Inability to Determine Interest Rate. If prior
to the first day of any Interest Period:


 


(a) the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or










    	 



    		26



    

(b) the Administrative Agent shall have received
notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined
for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders)
of making or maintaining their affected Loans during such Interest Period,


 


the Administrative Agent shall give telecopy or telephonic
notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar
Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y)
any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans
shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the
last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no
further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right
to convert Loans under the relevant Facility to Eurodollar Loans.


 


2.15 Pro Rata Treatment and Payments. (a) Each
borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction
of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages,
as the case may be, of the relevant Lenders.


 


(b) Each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective
outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each principal prepayment of the Term
Loans shall be applied to reduce the then remaining installments of the Term Loans pro rata based upon the then remaining
principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed.


 


(c) Each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective
outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.


 


(d) All payments (including prepayments) to be made
by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim
and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account
of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute
such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on
the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding
Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into
another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any
extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable
rate during such extension.


 


(e) Unless the Administrative Agent shall have been
notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share
of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount
available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing
Date










    	 



    		27



    

therefor, such Lender shall pay to the Administrative
Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and
(ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the
period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest
error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three
Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon
at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower.


 


(f) Unless the Administrative Agent shall have been
notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower
will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment,
and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders
their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent
by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand,
from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon
at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights
of the Administrative Agent or any Lender against the Borrower.


 


2.16 Requirements of Law. (a) If the
adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any
Lender (which shall, for the avoidance of doubt, include any Issuing Lender) with any request or directive (whether or not
having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:


 


(i) shall subject any Lender to any tax
of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it,
or change the basis of taxation of payments to such Lender in respect thereof (except for in each case Non-Excluded Taxes and Other
Taxes, which are covered by Section 2.17, changes in the rate or basis of imposition of tax imposed on or measured by the net income
of such Lender, franchise taxes in lieu of such net income taxes and branch profits taxes);


 


(ii) shall impose, modify or hold applicable
any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or
for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such
Lender that is not otherwise included in the determination of the Eurodollar Rate; or


 


(iii) shall impose on such Lender any
other condition affecting this Agreement;


 


and the result of any of the foregoing is to increase
the cost to such Lender, by an amount that such Lender reasonably deems to be material, of making, converting into, continuing
or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder
in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender upon its demand, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim
any additional amounts pursuant to this paragraph, it






    	 



    		28



    





shall promptly notify the Borrower in writing (with
a copy to the Administrative Agent) of the event by reason of which it has become so entitled.


 


(b) If any Lender shall have determined that the
adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation
or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding
capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent
to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital
as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender,
or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s,
or such corporation’s policies with respect to capital adequacy or liquidity requirements) by an amount reasonably deemed
by such Lender to be material, then from time to time, after submission by such Lender or to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate
such Lender, or such corporation for such reduction; provided, that the Borrower shall not be required to pay additional
amounts to compensate any Lender (i) any Non-Excluded Taxes or Other Taxes, which are covered by Section 2.17 or (ii) any change
in the rate or basis of imposition of applicable taxes imposed on or measured by net income, franchise taxes in lieu of such net
income taxes and branch profits taxes.


 


(c) Notwithstanding anything herein to the contrary,
(i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities,
in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof shall in each
case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented; provided
that the protection of this Section 2.16(c) shall be available to each Lender regardless of any possible contention of the invalidity
or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed,
so long as it shall be customary for Lenders affected thereby to comply therewith. No Lender shall be entitled to compensation
under this Section 2.16(c) with respect to any date unless it shall have notified the Borrower that it will demand compensation
pursuant to this Section 2.16(c) not more than 90 days after the date on which it shall have become aware of such incurred costs
or reductions. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 2.16(c)
if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances
under comparable provisions of other credit agreements, if any.


 


(d) A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall set forth in reasonable
detail the calculation of such amounts and shall be conclusive in the absence of manifest error. Notwithstanding anything to the
contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred
more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation
therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month
period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section
shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.






    	 



    		29



    

2.17 Taxes. (a) All payments made by or on behalf
of any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes, branch profits taxes
and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender by the jurisdiction
under the laws of which the Administrative Agent or such Lender is organized or as a result of a present or former connection between
the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision
or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan
Document) (such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the “Non-Excluded
Taxes”); provided that, if any Non-Excluded Taxes or Other Taxes are required to be withheld from any amounts
payable to the Administrative Agent or any Lender, as determined in good faith by the applicable Withholding Agent, (i) such amounts
shall be paid to the relevant Governmental Authority in accordance with applicable law and (ii) the amounts so payable by the applicable
Loan Party to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative
Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes including any such taxes imposed on amounts payable
under this Section) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement
as if such withholding or deduction had not been made, provided further, however, that the Borrower shall
not be required to increase any such amounts payable to the Administrative Agent or any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d), (e) or (f) of
this Section or (ii) that are United States withholding taxes resulting from any Requirement of Law in effect (including FATCA)
on the date the Administrative Agent or such Lender becomes a party to this Agreement or designates a new lending office, except
to the extent that the Administrative Agent or such Lender (or its assignor (if any)) was entitled, immediately prior to such designation
of a new lending office or at the time of assignment, as applicable, to receive additional amounts from the Borrower with respect
to such Non-Excluded Taxes pursuant to this paragraph.


 


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


 


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


 


(d) Each Lender (or Transferee) that is not a “United
States Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the
Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall
have been purchased) (i) two copies of U.S. Internal Revenue Service (“IRS”) Form W-8BEN, Form W-8ECI or Form W-8IMY
(together with any applicable underlying IRS forms), (ii) in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c)






    	 



    		30



    





of the Code with respect to payments of “portfolio
interest”, a statement substantially in the form of Exhibit F and the applicable IRS Form W-8, or any subsequent versions
thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from,
or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents,
or (iii) any other form prescribed by applicable requirements of U.S. federal income tax 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 Requirements of Law to permit the Borrower and the Administrative Agent to determine the withholding or deduction
required to be made. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this
Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and
from time to time thereafter upon the request of the Borrower or the Administrative Agent. Notwithstanding any other provision
of this Section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section that such Non-U.S. Lender
is not legally able to deliver.


 


(e) A Lender that is entitled to an exemption
from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally
entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution
or submission would not materially prejudice the legal or commercial position of such Lender.


 


(f) The Administrative Agent and each Lender, in
each case that is organized under the laws of the United States or a state thereof, shall, on or before the date of any payment
by the Borrower under this Agreement or any other Loan Document to, or for the account of, such Administrative Agent or Lender,
deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation
shall have been purchased), two duly completed copies of Internal Revenue Service Form W-9, or successor form, certifying that
such Administrative Agent or Lender is a “United States Person” (as defined in Section 7701(a)(30) of the Code) and
that such Administrative Agent or Lender is entitled to a complete exemption from United States backup withholding tax.


 


(g) If the Administrative Agent or any Lender determines,
in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified
by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.17, it shall pay
over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan
Party under this Section 2.17 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that such Loan Party, upon the request of the Administrative Agent or
such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such
Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential)
to any Loan Party or any other Person. 




    	 



    		31



    

(h) Each Lender shall indemnify the Administrative
Agent, within 10 days after demand therefor, for the full amount of (i) any taxes, levies, imposts, duties, charges, fees, deductions,
withholdings or similar charges imposed by any Governmental Authority that are attributable to such Lender and (ii) any taxes attributable
to such Lender’s failure to comply with the provisions of Section 10.6(c) relating to the maintenance of a Participant Register,
in each case, that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and
expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith, 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; provided
that if it is demonstrated to the reasonable satisfaction of the Administrative Agent that any Lender has overpaid in respect of
any such amounts due, the Administrative Agent shall reimburse such Lender for such overpaid amount. 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 (h).


 


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


 


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


 


(k) For purposes of this Section 2.17, the term “Lender”
includes any other Issuing Lender and the term “applicable law” includes FATCA.


 


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


 


2.18 Indemnity. The Borrower agrees to indemnify
each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence
of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower
has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making
any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions
of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period
with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that
would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment
or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow,
convert or










    	 



    		32



    

continue, the Interest Period that would have commenced
on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however,
the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in
the interbank eurodollar market. A certificate setting forth the calculation in reasonable detail as to any amounts payable pursuant
to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


2.19 Payments Generally; Pro Rata Treatment; Sharing
of Set-offs. If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.15(e), 2.15(f),
3.4, 3.5 or 9.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply
any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative
Agent or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations
are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future
funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined
by the Administrative Agent in its discretion.


 


2.20 Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.16, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.17, as the case may be, in the future and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b) If any Lender requests compensation under Section
2.16, or does not consent to any proposed amendment, supplement, modification, consent, or waiver of this Agreement or any other
Loan Document requested by the Borrower which requires the consent of all the Lenders (including such Lender’s consent) and
which has been consented to by 662⁄3% of the Lenders, or if the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender,
then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its
interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) such assignment does not conflict with any Requirement
of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such assignment, (ii) the Borrower shall
be liable to the assigning Lender under Section 2.18 if any Eurodollar Loan owing to such assigning Lender shall be purchased other
than on the last day of the Interest Period relating thereto, (iii) until such time as such assignment shall be consummated, the
Borrower shall pay all additional amounts (if any) required pursuant to Section 2.16 or 2.17(a), as the case may be, (iv) if the
assignee is not already a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if
a Revolving Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (v) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and










    	 



    		33



    

accrued interest and fees) or the Borrower (in the
case of all other amounts), (vi) in the case of any such assignment resulting from a claim for compensation under Section 2.16
or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments
and (vii) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any
other Lender shall have against the replaced Lender. A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.


 


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


 


(a) fees shall cease to accrue
on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section
2.6;


 


(b) the
Commitments of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take
any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1); provided,
that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification
requiring the consent of such Lender or each Lender affected thereby;


 


(c) if any L/C Obligations exist at the time such Lender becomes a Defaulting Lender then:


 


(i) all
or any part of the L/C Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Aggregate Exposure Percentages but only to the extent the sum of all non-Defaulting Lenders’ Aggregate
Exposure Percentages plus such Defaulting Lender’s L/C Obligations does not exceed the total of all non-Defaulting Lenders’
Commitments;


 


(ii) if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business
Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Lender only the Borrower’s
obligations corresponding to such Defaulting Lender’s L/C Obligations (after
giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section
8.1 for so long as such L/C Obligations are outstanding;


 


(iii) if
the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Obligations pursuant to clause (ii) above, the
Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3 with respect to such Defaulting
Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are cash collateralized;


 


(iv) if
the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 2.6 and Section 3.3 shall be adjusted in accordance with such non-Defaulting Lenders’ Aggregate Exposure
Percentages; and


 


(v) if all or any portion of such Defaulting
Lender’s L/C Obligations is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing
Lender or any other Lender hereunder, all Letter of Credit fees payable under Section 3.3 with respect to such Defaulting Lender’s
L/C






    	 



    		34



    

Obligations
shall be payable to the Issuing Lender until and to the extent that such L/C Obligations are
reallocated and/or cash collateralized; and


 


(d) so long as such Lender is a Defaulting Lender, the Issuing Lender
shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the
Defaulting Lender’s then outstanding L/C Obligations will be 100% covered by the Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Borrower in accordance with
Section 2.21(c), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.21(c)(i) (and such Defaulting Lender shall not participate therein).


 


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


 


In the event that the Administrative Agent, the Borrower
and the Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a
Defaulting Lender, then the L/C Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s
Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Aggregate Exposure Percentage.


 


SECTION
3. LETTERS OF CREDIT


 


3.1 L/C Commitment. (a) Subject to the terms and
conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a),
agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower and its Subsidiaries
and with the Borrower as the applicant on any Business Day during the Revolving Commitment Period in such form as may be approved
from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of
Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate
amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars
or in any Designated Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance
and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit
with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond
the date referred to in clause (y) above).


 


(b) The Issuing Lender shall not at any time be
obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant
to exceed any limits imposed by, any applicable Requirement of Law.


 


3.2 Procedure for Issuance of Letter of
Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the
Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the
Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request.
Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other
papers and information delivered to it in connection therewith in





    	 



    		35



    







accordance
with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing
Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor
and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender
shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall
promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each
Letter of Credit (including the amount thereof).


 


3.3 Fees
and Other Charges. (a) The Borrower will pay a fee on all
outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans
under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date
after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125%
per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after
the issuance date. Such fees shall be payable in Dollars.


 


(b) In addition to the foregoing fees,
the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged
by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.


 


3.4 L/C
Participations. (a) The Issuing Lender irrevocably agrees
to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions
set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s
Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the
amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant agrees with the Issuing Lender that, if a draft
is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the
terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned
by it at any time), such L/C Participant shall pay to the Issuing Lender upon demand (which demand, in the case of any demand made
in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the
date that the amount of such draft shall be converted into Dollars in accordance with Section 3.5) at the Issuing Lender’s
address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such
draft, or any part thereof, that is not so reimbursed (or is so returned). Each L/C Participant’s obligation to pay such
amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim,
recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person
for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any
of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower,
(iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant
or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.


 


(b) If any amount required to be paid
by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made
by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment
is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to



    	 



    		36



    



the product of (i) such amount, times
(ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the
date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any
L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business
Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand,
such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving
Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section
shall be conclusive in the absence of manifest error.


 


(c) Whenever, at any time after the Issuing
Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of
such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether
directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment
of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof;
provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be
returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed
by the Issuing Lender to it.


 


3.5 Reimbursement
Obligation of the Borrower. If any draft is paid under any Letter of
Credit, the Borrower shall reimburse the Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges
or other costs or expenses incurred by the Issuing Lender in connection with such payment, not later than 12:00 Noon, New York
City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior
to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that
the Borrower receives such notice. Each such payment shall be made to the Issuing Lender at its address for notices referred to
herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated
in any Designated Foreign Currency, upon notice by the Issuing Lender to the Borrower, such payment shall be made in Dollars from
and after the date on which the amount of such payment shall have been converted into Dollars at the Spot Rate of Exchange on such
date of conversion, which date of conversion may be any Business Day after the Business Day on which such payment is due) and in
immediately available funds. Any conversion by the Issuing Lender of any payment to be made in respect of any Letter of Credit
denominated in any Designated Foreign Currency into Dollars in accordance with this Section 3.5 shall be conclusive and binding
upon the other parties hereto in the absence of manifest error; provided that upon the request of the Borrower, the Issuing
Lender shall provide to the Borrower a certificate including reasonably detailed information as to the calculation of such conversion.
Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate
set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.12(b) and (y) thereafter, Section
2.12(c); provided that if any such amount is denominated in a Designated Foreign Currency for any period, such interest
shall be payable at the rate charged by the Issuing Lender for reimbursement of overdue obligations in such Designated Foreign
Currency owing by account parties with similar credit profiles to that of the Borrower; and provided, further, that
if any reimbursement is required to be paid in respect of a Letter of Credit denominated in Dollars, and such reimbursement is
not made in accordance with this Section 3.5, the Borrower shall be deemed to have requested a Revolving Extension of Credit in
an equivalent amount of such owed reimbursement (provided such request would not result in the Total Revolving Extensions of Credit
at such time exceeding Total Revolving Commitments) and to the extent so financed, the Borrower’s obligation to make such
payment shall be discharged and replaced by the resulting Revolving Loan. If the Borrower fails to make such reimbursement when
due, the Administrative Agent shall notify




    	 



    		37



    

each Revolving Lender of the applicable disbursement, the payment then due from the
Borrower in respect thereof and such Lender’s share thereof based on the Revolving Percentages (the “Reimbursement
Percentage”). Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent
its Reimbursement Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.5 hereof with
respect to Loans made by such Lender (and Section 2.5 shall apply, mutatis mutandis, to the payment obligations of
the relevant Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender the amounts so
received by it from such Lenders.


 


3.6 Obligations
Absolute. The Borrower’s obligations under
this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim
or defense to payment that the Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit
or any other Person. The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and
the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent
or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which
such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit
or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors
or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Issuing Lender. The Borrower agrees that any action taken or omitted by the Issuing Lender under or
in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful
misconduct, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the Borrower.


 


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


 


3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section
3 shall apply.


 


3.9 Existing
Letters of Credit. Subject to the terms and conditions hereof,
each Existing Letter of Credit that is outstanding on the Closing Date and listed on Schedule 3.9 shall, effective as of
the Closing Date and without any further action by the Borrower, be continued as a Letter of Credit hereunder and from and after
the Closing Date shall be deemed a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and
conditions hereof and shall cease to be outstanding under the Existing Credit Agreement.



    	 



    		38



    



SECTION
4. REPRESENTATIONS AND WARRANTIES


 


To induce the Administrative Agent and the
Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, the Borrower hereby
represents and warrants to the Administrative Agent and each Lender that:


 


4.1 Financial
Condition. The audited consolidated balance sheets
of the Borrower and its consolidated Subsidiaries as at December 31, 2010, December 31, 2011 and December 31, 2012, and the related
consolidated statements of operations and of cash flows for the year ended December 31, 2010, the year ended December 31, 2011,
and the year ended December 31, 2012, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly, in
all material respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date,
and the consolidated results of its operations and its consolidated cash flows for the respective fiscal periods then ended. All
such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).
No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases
or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.
During the period from December 31, 2012 to and including the date hereof there has been no Disposition by any Group Member of
any material part of its business or property.


 


4.2 No
Change. Since December 31, 2012, there has been
no development or event that has had or could reasonably be expected to have a Material Adverse Effect.


 


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


 


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



    	 



    		39



    


4.5 No
Legal Bar. The execution, delivery and performance
of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the
proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation (only to the extent the violation
of such material Contractual Obligation could reasonably be expected to have a Material Adverse Effect) of any Group Member and
will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant
to any Requirement of Law or any such material Contractual Obligation. No Requirement of Law applicable to the Borrower or any
of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.


 


4.6 Litigation. Except as disclosed on Schedule 4.6 hereto,
no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Borrower, threatened in writing by or against any Group Member or against any of their respective properties or revenues
(a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably
be expected to have a Material Adverse Effect.


 


4.7 No
Default. No Group Member is in default under or
with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse
Effect. No Default or Event of Default has occurred and is continuing.


 


4.8 Ownership
of Property; Liens. Each Group Member has title in fee simple
to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other
property, and none of such property is subject to any Lien except as permitted by Section 7.3, except as could not reasonably be
expected to have a Material Adverse Effect.


 


4.9 Intellectual
Property. Each Group Member owns, or is licensed
to use, all Intellectual Property necessary for the conduct of its business as currently conducted, except as would not reasonably
be expected to have a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging any Intellectual
Property owned by any Group Member, which would reasonably be expected to have any Material Adverse Effect. The conduct of the
business by each Group Member does not infringe the rights of any Person, and to its knowledge, each Group Member’s Intellectual
Property is not being infringed by any Person, except in each case as would not reasonably be expected to have a Material Adverse
Effect.


 


4.10 Taxes. Each Group Member has filed or caused to
be filed all Federal, state, and other material tax returns that are required to be filed and has paid all taxes shown to be due
and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges
imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently
being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided
on the books of the relevant Group Member); no tax Lien has been filed (other than for taxes not yet due and payable or being contested
in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books
of the relevant Group Member), and, to the knowledge of the Borrower, other than as disclosed on Schedule 4.10, no material claim
is being asserted, with respect to any such tax, fee or other charge.


 


4.11 Federal
Regulations. No part of the proceeds of any Loans, and
no other extensions of credit hereunder, will be used (a) for “buying” or “carrying” any “margin
stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter
in effect for any purpose that violates the provisions of the Regulations of the Board or (b) for any purpose that violates the
provisions of the Regulations of the Board. If requested by any Lender or



    	 



    		40



    


the Administrative Agent, the Borrower will furnish to
the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3
or FR Form U-1, as applicable, referred to in Regulation U.


 


4.12 Labor
Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group Member
pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of each Group Member
have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters;
and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as
a liability on the books of the relevant Group Member.


 


4.13 ERISA. Neither the Borrower nor any Commonly Controlled
Entity has (a) any Single Employer Plan that is in “at risk” status (within the meaning of Section 430 of the Code
or Section 303 of ERISA), (b) failed to make a material contribution or material payment to any Single Employer Plan, or made any
amendment to any Single Employer Plan, which has resulted in the imposition of a Lien or the posting of a bond or other security
under Section 303(k) of ERISA or Section 401(a)(29) of the Code, or (c) incurred, or is reasonably likely to incur, any material
liability under Title IV of ERISA.


 


4.14 Investment
Company Act; Other Regulations. No Loan Party is required to register as
an “investment company”, or a company “controlled” by an “investment company”, within the meaning
of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.


 


4.15 Subsidiaries. Except as disclosed to the Administrative
Agent by the Borrower in writing from time to time after the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction
of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any
Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments
(other than stock options, stock appreciation rights or restricted stock units granted to employees, officers, consultants or directors
or stock issued pursuant to the Borrower’s stock purchase plans to employees, officers, consultants or directors and directors’
qualifying shares) of any nature relating to any Capital Stock of any Subsidiary, except as created by the Loan Documents.


 


4.16 Use
of Proceeds. The proceeds of the Term Loans and Revolving
Loans shall be used to repay amounts outstanding under the Existing Credit Agreement, to pay related fees and expenses and for
working capital or general corporate purposes. The Letters of Credit shall be used for general corporate purposes.


 


4.17 Environmental
Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:


 


(a) each Group Member is, and within the
period of all applicable statutes of limitation has been, in compliance with all applicable Environmental Laws;


 


(b) Materials of Environmental Concern have
not been released and are not present under circumstances that could be expected to result in a release at, on, under, in, or about
any real property now or formerly owned, leased or operated by the Borrower or at any other location (including, to the knowledge
of the Borrower, any location to which Materials of Environmental Concern have been sent




    	 



    		41



    



for re-use or recycling or for treatment,
storage, or disposal) which could reasonably be expected to give rise to liability of any Group Member under any applicable Environmental
Law;


 


(c) there is no judicial, administrative,
or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which
any Group Member is, or to the knowledge of the Borrower will be, named as a party that is pending or, to the knowledge of the
Borrower, threatened;


 


(d) no Group Member has received any written
request for information, or been notified that it is a potentially responsible party under or relating to the federal Comprehensive
Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or with respect to any Materials of Environmental
Concern;


 


(e) no Group Member has entered into or agreed
to any consent decree, order, or settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement,
in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Law;
and


 


(f) no Group Member has entered into any
agreement assuming any liabilities of any other Person under or related to any Environmental Law.


 


4.18 Accuracy
of Information, etc. No statement or information contained in
this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written
statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection
with the transactions contemplated by this Agreement or the other Loan Documents, taken as a whole, contained as of the date such
statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as
of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the
statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at
the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed
as fact and that actual results during the period or periods covered by such financial information may differ from the projected
results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have
a Material Adverse Effect that has not been expressly disclosed herein (including the Schedules hereto), in the other Loan Documents,
in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative
Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.


 


4.19 Solvency. Each Loan Party is, and after giving effect
to the transactions contemplated hereby and the incurrence of all Indebtedness and obligations being incurred in connection herewith
and therewith will be and will continue to be, Solvent.


 


SECTION
5. CONDITIONS PRECEDENT


 


5.1 Conditions
to Initial Extension of Credit. The agreement of each Lender to make the
initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making
of such extension of credit on the Closing Date, of the following conditions precedent:



    	 



    		42



    


(a) Credit Agreement; Guarantee.
The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, the Borrower
and each Person listed on Schedule 1.1A and (ii) the Guarantee, executed and delivered by each Subsidiary Guarantor.


 


(b) Financial Statements. The Lenders
shall have received (i) audited consolidated financial statements of the Borrower and its consolidated Subsidiaries for the 2010,
2011 and 2012 fiscal years and (ii) unaudited interim consolidated financial statements for each fiscal quarter ended after the
date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial
statements are available, and such financial statements shall not, in the reasonable judgment of the Lenders, reflect any material
adverse change in the consolidated financial condition of the Borrower and its consolidated Subsidiaries, as reflected in the financial
statements or projections contained in the Confidential Information Memorandum.


 


(c) Approvals. All governmental
and third party approvals necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with
the continuing operations of the Group Members and the transactions contemplated hereby shall have been obtained and be in full
force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent
authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby.


 


(d) Fees. The Lenders, the Administrative
Agent and the Arrangers shall have received all fees required to be paid, and all expenses for which invoices have been presented
(including the reasonable fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be paid with
proceeds of Loans made on the Closing Date and will be reflected in the funding instructions given by the Borrower to the Administrative
Agent on or before the Closing Date.


 


(e) Closing Certificate; Certified
Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of
each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including
the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction
of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of
organization.


 


(f) Legal Opinions. The Administrative
Agent shall have received the legal opinion of Sullivan & Cromwell LLP, counsel to the Borrower and its Subsidiaries, substantially
in the form of Exhibit E.


 


(g) Existing Credit Agreement.
The Administrative Agent shall have received satisfactory evidence that amounts owing by the Borrower under the Existing Credit
Agreement shall have been paid in full.


 


(h) Projections. The Lenders shall
have received satisfactory projections through the 2018 fiscal year.


 


(i) KYC. The Administrative Agent
and the Lenders shall have received all documentation and other information about the Borrower and the other Loan Parties as has
been reasonably requested at least five Business Days prior to the Closing Date that they reasonably determine is required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT
Act.



    	 



    		43



    



5.2 Conditions
to Each Extension of Credit. The agreement of each Lender to make any
extension of credit requested to be made by it on any date (including its initial extension of credit) is subject to the satisfaction
of the following conditions precedent:


 


(a) Representations and Warranties.
Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct
on and as of such date as if made on and as of such date unless such representation relates solely to an earlier date, in which
case such representation shall be true and correct as of such date.


 


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


 


Each borrowing by and issuance of a Letter of Credit on behalf
of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit
that the conditions contained in this Section 5.2 have been satisfied.


 


SECTION
6. AFFIRMATIVE COVENANTS


 


The Borrower hereby agrees that, so long
as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender
or the Administrative Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to:


 


6.1 Financial
Statements. Furnish to the Administrative Agent and
each Lender:


 


(a) as soon as available, but in any event
(i) within 90 days after the end of each fiscal year of the Borrower or (ii) if the Borrower has been granted an extension by the
Securities and Exchange Commission permitting the late filing by the Borrower of any annual report on form 10-K the earlier of
(x) 120 days after the end of each fiscal year of the Borrower or (y) the last day of any such extension, a copy of the audited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited
consolidated statements of operations and of cash flows for such year, setting forth in each case in comparative form the figures
for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising
out of the scope of the audit, by KPMG LLP or other independent certified public accountants of nationally recognized standing;
and


 


(b) as soon as available, but in any event
(i) not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower or (ii)
if the Borrower has been granted an extension by the Securities and Exchange Commission permitting the late filing by the Borrower
of any quarterly report on form 10-Q the earlier of (x) 60 days after the end of the relevant fiscal quarter or (y) the last day
of any such extension, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end
of such quarter and the related unaudited consolidated condensed statements of operations and of cash flows for such quarter and
the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for
the corresponding fiscal quarter of the previous year, certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments).


 


All such financial statements shall be complete and correct
in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by
such accountants or officer, as the case may be, and disclosed in reasonable detail therein and except, in the case of unaudited
financials, for the absence of footnotes) consistently throughout the periods reflected therein and with




    	 



    		44



    



prior periods. Reports
or financial information required to be delivered pursuant to this Section 6.1 (to the extent any such financial statements, reports,
proxy statements or other materials are included in materials otherwise filed with the SEC) may be delivered electronically and
if so, shall be deemed to have been delivered on the date on which the Borrower gives notice to the Administrative Agent (who shall
then give notice to the Lenders) that the Borrower has filed such report or financial information through the SEC’s Electronic
Data Gathering, Analysis and Retrieval System or posted such report or financial information or provides a link thereto on the
Borrower’s website on the internet. Notwithstanding the foregoing, the Borrower shall deliver paper copies of any report
or financial statement referred to in this Section 6.1 to any Lender if the Administrative Agent, on behalf and upon the reasonable
request of such Lender, requests the Borrower to furnish such paper copies.


 


6.2 Certificates;
Other Information. Furnish to the Administrative Agent and
each Lender (or, in the case of clause (f), to the relevant Lender):


 


(a) concurrently with the delivery of
the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting
on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default
or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the
items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional
standards and customs of the profession);


 


(b) concurrently with the delivery of
any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such
Responsible Officer’s knowledge, no Default or Event of Default has occurred and is continuing, except as specified in such
certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance
by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal
year of the Borrower, as the case may be;


 


(c) as soon as available, and in any event
no later than 60 days after the end of each fiscal year of the Borrower, a projected consolidated balance sheet of the Borrower
and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected
changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as
soon as available, significant revisions, if any, of projections with respect to such fiscal year (collectively, the “Projections”),
which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are
based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such
Projections are incorrect or misleading in any material respect;


 


(d) within 45 days after the end of each
fiscal quarter of the Borrower other than the last fiscal quarter of the Borrower’s fiscal year, and 90 days after the end
of the Borrower’s fiscal year, a narrative discussion and analysis of the financial condition and results of operations of
the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year
to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods
of the previous year; provided, that this requirement shall be deemed satisfied on delivery of the Borrower’s 10-Q
or 10-K, as applicable, which is in compliance with the Securities Exchange Act of 1934, as amended, and Regulation S -X (which
may be delivered in the same manner provided for in Section 6.1);


 


(e) within five days after the same are
sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities
or public equity securities, within five days after the same are received, copies of all correspondence received by the Borrower
from




    	 



    		45



    



the SEC, and, within five days after the same are filed, copies of all financial statements and reports that the Borrower
may make to, or file with, the SEC (which may be delivered in the same manner provided for in Section 6.1); and


 


(f) promptly, such additional financial
and other information as any Lender may from time to time reasonably request.


 


6.3 Payment
of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its material obligations (including taxes) of whatever
nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member.


 


6.4 Maintenance
of Existence; Compliance. (a)(i) Preserve, renew and keep in full
force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except,
in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


6.5 Maintenance
of Property; Insurance. (a) Keep all material property necessary
in the operation of its business in good working order and condition, ordinary wear and tear and casualty excepted, except where
the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with reputable insurance
companies that are financially sound at the time such insurance is purchased insurance on all its property in at least such amounts
and against at least such risks as are customarily insured against in the same general area by companies engaged in the same or
a similar business.


 


6.6 Inspection
of Property; Books and Records; Discussions. (a) Keep proper books of records and accounts
in which true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions
in relation to its business and activities from which financial statements in conformity with GAAP can be prepared and (b) following
reasonable advance notice, permit representatives of the Administrative Agent and any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired
and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees
of the Group Members and with their independent certified public accountants.


 


6.7 Notices. Promptly give notice to the Administrative
Agent and each Lender of:


 


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


 


(b) any (i) default under any material
Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any
Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be,
would reasonably be expected to have a Material Adverse Effect;


 


(c) any litigation or proceeding affecting
any Group Member (i) in which the amount involved is $10,000,000 or more and not covered by insurance, (ii) in which injunctive
or similar relief is sought or (iii) which relates to any Loan Document;



    	 



    		46



    



(d) the following events, as soon as possible
and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event
with respect to any Plan; a failure to make any required contribution to a Plan, a determination that any Single Employer Plan
is in “at risk” status, or a determination that any Multiemployer Plan is in “endangered” or “critical”
status, and in each case that could reasonably be expected to result in a Material Adverse Effect, the creation of any Lien in
favor of the PBGC or a Plan; or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan,
or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled
Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any
Plan that is subject to Title IV of ERISA; and


 


(e) any development or event that has
had or would reasonably be expected to have a Material Adverse Effect.


 


Each notice pursuant to this Section 6.7 shall be accompanied
by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the
relevant Group Member proposes to take with respect thereto.


 


6.8 Environmental
Laws. (a) Comply with, and ensure compliance
by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and ensure
that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations
or permits required by applicable Environmental Laws. For purposes of this Section 6.8(a), noncompliance by the Borrower with any
applicable Environmental Law shall be deemed not to constitute a breach of this covenant provided that, upon learning of
any actual or suspected noncompliance, the Borrower shall promptly undertake all reasonable efforts to achieve compliance, and
provided further that, in any case, such non -compliance, and any other noncompliance with Environmental Law, individually
or in the aggregate, could not reasonably be expected to give rise to a Material Adverse Effect.


 


(b) Conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions required by a Governmental Authority to be conducted
by a Group Member under Environmental Laws or any other Requirement of Law and promptly comply with all orders and directives of
all Governmental Authorities regarding Environmental Laws, other than such orders and directives as to which an appeal has been
timely and properly taken in good faith, and provided that the pendency of any and all such appeals could not reasonably
be expected to give rise to a Material Adverse Effect.


 


6.9 Additional
Subsidiaries. With respect to any new Material Subsidiary
(other than a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this
Section 6.10, shall include any existing Material Subsidiary that ceases to be a Foreign Subsidiary), within 30 days (or such longer
period agreed to by the Administrative Agent in its sole discretion, but in no event longer than 90 days) (i) cause such new Material
Subsidiary (A) to become a party to the Guarantee and (B) to deliver to the Administrative Agent a certificate of such Material
Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (ii) if requested by the Administrative
Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form
and substance, reasonably satisfactory to the Administrative Agent.



    	 



    		47



    



SECTION
7. NEGATIVE COVENANTS


 


The Borrower hereby agrees that, so long
as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender
or the Administrative Agent hereunder, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:


 


7.1 Financial
Condition Covenants. (a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio, calculated as at the end of any fiscal quarter for the period of four consecutive fiscal quarters of the Borrower
then ended, to exceed 3.00 to 1.00; or


 


(b)  Consolidated Interest Expense
Ratio. Permit the Consolidated Interest Expense Ratio, calculated as at the end of such fiscal quarter for the period of four
consecutive fiscal quarters of the Borrower then ended, to be less than 3.50 to 1.00.


 


Each of the Consolidated Leverage Ratio and
Consolidated Interest Expense Ratio shall be calculated for purposes of this Section 7.1 on a Pro Forma Basis.


 


7.2 Indebtedness. Create, issue, incur, assume, become liable
in respect of or suffer to exist any Indebtedness, except:


 


(a) Indebtedness of any Loan Party pursuant
to any Loan Document;


 


(b) Indebtedness of the Borrower to any
Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided that Indebtedness of any Subsidiary that
is not a Wholly Owned Subsidiary Guarantor to the Borrower or any Wholly Owned Subsidiary Guarantor shall be subject to Section
7.8(g);


 


(c) Guarantee Obligations (i) incurred
in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of the Borrower or any Subsidiary,
(ii) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors
and licensees, and (iii) otherwise constituting an Investment permitted by Section 7.8;


 


(d) Indebtedness outstanding on the date
hereof and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (including any associated
fees, expenses and accrued but unpaid interest);


 


(e) Indebtedness (including, without limitation,
Capital Lease Obligations, industrial development or similar bonds, or tax-advantaged governmental or quasi-governmental financings)
and purchase money obligations (including obligations in respect of mortgage or other similar financings) to finance the purchase,
repair or improvement of fixed or capital assets secured by Liens permitted by Section 7.3(g) in an aggregate principal amount
not to exceed, as at the date of any incurrence thereof, 5.0% of the total assets of the Borrower and its Subsidiaries as at the
end of the fiscal quarter most recently ended at or prior to such time and for which financial statements are available, calculated
on a Pro Forma Basis;


 


(f) Indebtedness of the Borrower or any
Subsidiary in respect of (i) standby or performance letters of credit, surety bonds, security deposits or other performance guarantees;
provided that the aggregate amount of Indebtedness permitted by this clause (i) shall not at any time exceed, at the time
of any incurrence thereof, the greater of (A) $75,000,000 and (B) 25.0% of Consolidated EBITDA





    	 



    		48



    

for the period of four consecutive
fiscal quarters most recently ended at or prior to such time and for which financial statements are available, calculated on a
Pro Forma Basis; and (ii) trade letters of credit;


 


(g) Indebtedness of any Person that becomes
a Subsidiary after the date hereof and any refinancing thereof; provided that such Indebtedness exists at the time such
Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary;


 


(h) additional Indebtedness of the Borrower
or any of its Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed at any one time
outstanding the greater of (A) $75,000,000 and (B) 40.0% of Consolidated EBITDA for the period of four consecutive fiscal quarters
most recently ended at or prior to such time and for which financial statements are available, calculated on a Pro Forma Basis;


 


(i) Indebtedness incurred by the Borrower
or any of its Subsidiaries in respect of bank guarantees issued in the ordinary course of business consistent with past practice,
including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability
insurance or self insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers compensation
claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date
thereof;


 


(j) (i) Indebtedness in respect of netting
services, overdraft protections, automatic clearinghouse arrangements and similar arrangements in each case in connection with
deposit accounts and (ii) Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of business; provided that any such Indebtedness
is extinguished within 30 days of its incurrence;


 


(k) customer deposits and advance payments
received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business;


 


(l) Indebtedness consisting of promissory
notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, spouses or former
spouses to finance the purchase or redemption of equity interests of the Borrower permitted by Section 7.6;


 


(m) Indebtedness in respect of hedging
obligations (to the extent constituting Indebtedness) incurred in the ordinary course of business and not for speculative purposes;


 


(n) Indebtedness consisting of obligations
of the Borrower or its Subsidiaries under deferred consideration or other similar arrangements incurred by such Person in connection
with Permitted Acquisitions and any other Investments permitted hereunder;


 


(o) Permitted Subordinated Debt and Permitted
Senior Unsecured Debt; provided that the Borrower shall be in pro forma compliance with the covenants set forth in Section
7.1 after giving effect to the incurrence of any such Permitted Subordinated Debt or such Permitted Senior Unsecured Debt and any
refinancings or repayment of Indebtedness;


 


(p) Indebtedness of Foreign Subsidiaries
(and renewals, refinancing and extensions thereof) in an aggregate amount at any time outstanding not to exceed $10,000,000; and



    	 



    		49



    



(q) For the purposes of determining compliance
with, and the outstanding principal amount of Indebtedness incurred pursuant to and in compliance with, this Section 7.2, in the
event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 7.2, the Borrower,
in its sole discretion, shall classify, and may from time to time reclassify, such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of the clauses of this Section 7.2.


 


7.3 Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, whether now owned or hereafter acquired, except:


 


(a) Liens for taxes, assessments or governmental
charges not yet due or the nonpayment of which in the aggregate would not reasonably be expected to have a Material Adverse Effect
or that are being contested in good faith by appropriate proceedings, provided that adequate reserves (in the good faith
judgment of the management of the Borrower) with respect thereto are maintained on the books of the Borrower or its Subsidiaries,
as the case may be, in conformity with GAAP;


 


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


 


(c) pledges or deposits in the ordinary
course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislation
and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank guarantees
issued for the account of Foreign Subsidiaries) insurance carriers providing property, casualty or liability insurance to the Borrower
or any of its Subsidiaries;


 


(d) deposits to secure the performance
of bids, trade contracts, governmental contracts (other than for borrowed money), leases, statutory obligations, surety, customs
and appeal bonds, performance bonds and other obligations of a like nature (including those required or requested by any Governmental
Authority) incurred in the ordinary course of business, and earnest money deposits to secure obligations under purchase agreements;


 


(e) leases, subleases, easements, rights-of-way,
restrictions (including zoning restrictions) and other similar encumbrances and minor title defects incurred in the ordinary course
of business that do not in any case materially interfere with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;


 


(f) Liens in existence on the date hereof
listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), or the renewal, modification, replacement, refinancing,
extension or refunding of such Indebtedness, provided that (i) no such Lien is spread to cover any additional property after
the Closing Date other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien
or financed by Indebtedness permitted under Section 7.2(d), and (B) proceeds and products thereof and (ii) the renewal, modification,
replacement, refinancing, extension or refunding of the obligations secured or benefited by such Liens, to the extent constituting
Indebtedness, is permitted by Section 7.2(d);


 


(g) Liens securing Indebtedness of the
Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided
that (i) such Liens shall be created within 90 days after the acquisition, repair, replacement or improvement of such fixed or




    	 



    		50



    


capital assets, (ii) such Liens (other than in the case of Liens securing industrial development or similar bonds, or tax-advantaged
governmental or quasi-governmental financings, in which case Liens may encumber such property as may be permitted under the terms
of such financings) do not at any time encumber any property other than the property financed by such Indebtedness, replacements,
additions and accessions thereto and the proceeds thereof and (iii) the amount of Indebtedness secured thereby is not increased;


 


(h) any Lien existing on any property
or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person
that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such
Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case
may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as
the case may be, and refinancings, extensions, renewals and replacements thereof not to exceed the outstanding principal amount
thereof together with associated fees, expenses and premium and accrued but unpaid interest;


 


(i) any judgment Lien not constituting
an Event of Default under Section 8.1(h);


 


(j) any interest or title of a licensor
or sublicensor of Intellectual Property or any lessor or sublessor under any license or sublicense agreement (including software
and other technology licenses) or lease or sublease entered into by the Borrower or any other Subsidiary in the ordinary course
of its business;


 


(k) Liens not otherwise permitted by this
Section so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $30,000,000 at
any one time;


 


(l) Liens granted by a Foreign Subsidiary
(i) to the Borrower or any other Subsidiary to secure Indebtedness owed by such Foreign Subsidiary to the Borrower or such other
Subsidiary and (ii) in respect of Indebtedness that was incurred in connection with the acquisition of such Foreign Subsidiary
pursuant to a Permitted Acquisition in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding, and
renewals, refinancings and extensions thereof;


 


(m) Liens arising from precautionary UCC
(or other similar recording or notice statutes) financing statement filings regarding operating leases permitted pursuant to this
Agreement;


 


(n) Liens in favor of a banking or other
financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including
the right of set-off) incurred in the ordinary course of business or arising pursuant to such banking institutions’ general
terms and conditions;


 


(o) Liens (i) on cash advances in favor
of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.8, or (ii) consisting of an agreement
to Dispose of any property in a Disposition permitted by Section 7.5, in each case, solely to the extent such Investment or Disposition,
as the case may be, would have been permitted on the date of the creation of such Lien;


 


(p) Liens on property of any Foreign Subsidiary
securing Indebtedness of such Foreign Subsidiary to the extent such Indebtedness is permitted hereunder;



    	 



    		51



    



(q) Liens on cash or Cash Equivalents
securing reimbursement obligations of the Borrower under letters of credit in an aggregate amount of all such cash and Cash Equivalents
not to exceed $50,000,000; and


 


(r) for the purposes of determining compliance
with this Section 7.3, in the event that any Lien meets the criteria of more than one of the types of Liens described in this Section
7.3, the Borrower, in its sole discretion, shall classify, and may from time to time reclassify, such Lien and only be required
to include the amount and type of such Lien in one of the clauses of this Section 7.3.


 


7.4 Fundamental
Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially
all of its property or business, except that the following are permitted (collectively, “Permitted Acquisitions”):


 


(a) any Person may be merged, amalgamated
or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation)
or with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the
continuing or surviving corporation or the surviving Person shall expressly assume the obligations of the Wholly Owned Subsidiary
Guarantor pursuant to documents reasonably acceptable to the Administrative Agent); provided that any such merger involving
a Person that is not a Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.8(i);
provided further, that prior to consummating any merger pursuant to this clause (a) involving a Person that is not
a Subsidiary, the Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer demonstrating compliance
immediately following such merger, on a pro forma basis giving effect to such merger, with Section 7.1;


 


(b) subject to Section 7.4(a) hereof,
any Subsidiary may be merged or consolidated with or into any other Subsidiary;


 


(c) (i) any Subsidiary may liquidate or
dissolve or any Subsidiary may change its legal form if the Borrower determines in good faith that such action is in the best interests
of the Borrower, and (ii) any Subsidiary may liquidate or dissolve if all or substantially all of its assets are transferred to
the Borrower or a Subsidiary, it being understood that in the case of any dissolution of a Subsidiary that is a Subsidiary Guarantor,
such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Subsidiary
Guarantor unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Subsidiary that
is a Subsidiary Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to cease being
a Subsidiary Guarantor hereunder;


 


(d) (i) any Subsidiary of the Borrower
may Dispose of any or all of its assets to the Borrower or another Subsidiary (upon voluntary liquidation or otherwise), provided
that if the transferor in such a transaction is a Subsidiary Guarantor, then (A) the transferee must either be the Borrower or
a Subsidiary Guarantor and (B) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance
with Section 7.8, and (ii) the Borrower or any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to a
Disposition permitted by Section 7.5; and


 


(e) the Borrower or any Subsidiary may
make any Investment expressly permitted by Section 7.8 structured as a merger, consolidation or amalgamation.



    	 



    		52



    



7.5 Disposition
of Property. Dispose of any of its property, whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital
Stock to any Person, except:


 


(a) Dispositions of obsolete, surplus
or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property
no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries (including the abandonment or other
Disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower and its Subsidiaries, no longer
material to the conduct of the business of the Loan Parties taken as a whole);


 


(b) the sale, transfer or lease of any
assets in the ordinary course of business;


 


(c) Dispositions permitted by Section
7.4;


 


(d) the sale, contribution or issuance
of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary;


 


(e) Dispositions by the Borrower to any
Subsidiary and by any Subsidiary to the Borrower or any other Subsidiary on reasonable terms;


 


(f) Dispositions constituting the making
or liquidating of Investments permitted by Section 7.8;


 


(g) Dispositions constituting the making
of a Restricted Payment permitted by Section 7.6;


 


(h) Dispositions of assets to the extent
that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of
such Dispositions are promptly applied to the purchase price of such replacement assets;


 


(i) Dispositions of accounts receivable
in connection with the collection or compromise thereof;


 


(j) leases, subleases, licenses or sublicenses
of property (including Intellectual Property) on customary terms in the ordinary course of business and which do not materially
interfere with the business of the Borrower and its Subsidiaries; and


 


(k) the Disposition of other property
having a fair market value not to exceed 7.5% of the total assets in the aggregate for any fiscal year of the Borrower, calculated
on a Pro Forma Basis.


 


7.6 Restricted
Payments. Declare or pay any dividend (other than
dividends payable solely in common stock or similar equity interests or options or other rights to acquire such equity interests
of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether
now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of any Group Member (collectively, “Restricted Payments”), except:


 


(a) the payment of dividends and distributions
within sixty days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have
complied with the other provisions of Section 7.6;



    	 



    		53



    



(b) any Subsidiary may make Restricted
Payments to the Borrower or any other Subsidiary (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary, to
the Borrower and any Subsidiary and to each other owner of equity interests of such Subsidiary based on their relative ownership
interests);


 


(c) the Borrower may make Restricted Payments
pursuant to and in accordance with stock option plans or other benefit plans for management, employees consultants or directors
of the Borrower and its Subsidiaries and stock purchase plans with employees, officers, consultants or directors;


 


(d) the Borrower may pay cash dividends
to holders of Permitted Preferred Stock; provided that, in the case of any Restricted Payment made pursuant to this clause
(d), (x) no Default or Event of Default shall have occurred or be continuing after giving effect to any such Restricted Payment
and (y) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to any such
Restricted Payment and the incurrence of any Indebtedness in connection therewith;


 


(e) repurchases of equity interests of
the Borrower deemed to occur upon the non-cash exercise of stock options, warrants, stock appreciation rights and restricted stock
units;


 


(f) the Borrower may make Restricted Payments
with any cash proceeds contributed to its common equity and from the Net Cash Proceeds of any permitted equity issuance, so long
as, with respect to any such Restricted Payments, no Event of Default shall have occurred or be continuing after giving effect
to any such Restricted Payment;


 


(g) the Borrower may repurchase, retire
or otherwise acquire stock appreciation rights, restricted stock units or other equity securities of the Borrower from directors,
officers or employees of the Borrower or any Subsidiary Guarantor (or their estate, family members, spouse and/or former spouse);


 


(h) the Borrower or any Subsidiary Guarantor
may honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in
connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; and


 


(i) the Borrower may make other Restricted
Payments not otherwise permitted by this Section so long as (x) no Default or Event of Default shall have occurred or be continuing
after giving effect to any such Restricted Payment and (y) the Borrower shall be in pro forma compliance with the covenants set
forth in Section 7.1 (provided that the Borrower’s Consolidated Leverage Ratio shall be at least 0.25 less than the
applicable level set forth in Section 7.1(a)) after giving effect to any such Restricted Payment and the incurrence of any Indebtedness
in connection therewith.


 


7.7 Lines
of Business. Enter into any material line of business, either directly or through
any Subsidiary, substantially different from those lines of businesses in which the Borrower and its Subsidiaries are engaged on
the date of this Agreement or that are not reasonably related, complementary, synergistic, ancillary or incidental thereto or reasonable
extensions thereof.


 


7.8 Investments. Make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other
debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing,
“Investments”), except:



    	 



    		54



    



(a) extensions of trade credit in the
ordinary course of business (including advances made to distributors consistent with past practice), Investments received in satisfaction
or partial satisfaction thereof from financially troubled account debtors, and Investments consisting of prepayments to suppliers
in the ordinary course of business and consistent with past practice;


 


(b) investments in cash and Cash Equivalents
or that were Cash Equivalents when made;


 


(c) Guarantee Obligations permitted by
Section 7.2;


 


(d) loans and advances to officers, directors
and employees of any Group Member (i) in the ordinary course of business (including for travel, entertainment and relocation expenses),
(ii) in connection with such Person’s purchase of equity interests of the Borrower, in an aggregate amount not to exceed
$10,000,000 at any one time outstanding and (iii) relating to indemnification of any officers, directors or employees in respect
of liabilities relating to their serving in any such capacity, and any reimbursement of any such officer, director or employee
of expenses relating to the claims giving rise to such indemnification;


 


(e) Investments in existence on the date
hereof listed on Schedule 7.8(e) and any modification, replacement, renewal or extension thereof;


 


(f) intercompany Investments by any Group
Member in the Borrower or any Person that, prior to, or after giving effect to, such investment, is a Wholly Owned Subsidiary Guarantor;


 


(g) intercompany Investments by any Group
Member in a Subsidiary that is not a Wholly Owned Subsidiary Guarantor; provided that the aggregate amount of such Investments
(excluding all such Investments otherwise permitted pursuant to this Section 7.8), less any cash return on Investments received
after the date hereof, shall not at the time of the making of any such Investment exceed the greater of (i) $140,000,000 and (ii)
45.0% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such time for
which financial statements are available, calculated on a Pro Forma Basis;


 


(h) Investments consisting of deposit
or securities accounts maintained in the ordinary course of business;


 


(i) any acquisition of any assets or capital
stock of another Person (including as a result of merger or otherwise); provided that (i) the Borrower shall be in pro forma
compliance with the covenants in Section 7.1 after giving effect to such acquisition for which financial statements are available
as if such acquisition occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently
ended prior to such acquisition; and (ii) if such acquisition would require the Borrower to provide pro forma financial information
regarding such acquisition in a current report on Form 8-K, quarterly report on Form 10-Q, or annual report on Form 10-K filed
with the SEC, the Borrower shall have delivered a certificate of a Responsible Officer certifying the Borrower’s pro forma
compliance described in clause (i) above and containing all information and calculations necessary for determining such compliance;


 


(j) Investments (including debt obligations
and equity interests) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and
disputes with, customers and suppliers, in each case in the ordinary course of business;




    	 



    		55



    


(k) Investments in exchange for, or made
with the proceeds (within 180 days of receipt) of, existing Investments which are of at least equivalent market value (as reasonably
determined by the Borrower’s chief financial officer, chief executive officer, corporate controller or president as at the
time of exchange or disposition) as such existing Investments and are of the same type and nature as such existing Investment;


 


(l) Investments by the Borrower or any
Domestic Subsidiary in any Foreign Subsidiary in connection with any Permitted Acquisition or Investment permitted by this Section
7.8; provided that the proceeds of such Investments shall be used directly or indirectly through one or more Subsidiaries
solely for the purpose of paying the consideration and transaction costs related to such Permitted Acquisition or Investment permitted
by this Section 7.8;


 


(m) Investments in the ordinary course
of business consisting of (i) endorsements for collection or deposit and (ii) customary trade arrangements with customers consistent
with past practices;


 


(n) the licensing, sublicensing or contribution
of Intellectual Property rights with Persons other than the Borrower and its Subsidiaries in the ordinary course of business on
customary terms;


 


(o) Investments of a Subsidiary that is
acquired after the Closing Date or of a company merged or amalgamated or consolidated into the Borrower or merged, amalgamated
or consolidated with a Subsidiary, in each case in accordance with Section 7.4, after the Closing Date to the extent that such
Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, and
that do not constitute a material portion of the assets acquired by the Borrower and its Subsidiaries in such transaction and were
in existence or committed to be made on the date of such acquisition, merger or consolidation;


 


(p) advances of payroll payments to employees
in the ordinary course of business and Investments made pursuant to employment and severance arrangements of officers and employees
in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements
in the ordinary course of business;


 


(q) Investments consisting of purchases
and acquisitions of supplies, materials and equipment;


 


(r) Investments by any Foreign Subsidiary
in any other Foreign Subsidiary;


 


(s) in addition to Investments otherwise
expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost)
not to exceed $50,000,000 in any fiscal year;


 


(t) Investments acquired by the Borrower
or any Subsidiary in connection with a Disposition permitted under Section 7.5; and


 


(u) for purposes of determining compliance
with this Section 7.8, in the event that any Investment meets the criteria of more than one of the types of Investments described
in this Section 7.8, the Borrower, in its sole discretion, shall classify, and may from time to time reclassify, such Investment
and only be required to include the amount and type of such Investment in one of the clauses of this Section 7.8.




    	 



    		56



    


7.9 Transactions
with Affiliates. Enter into any transaction, including any
purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar
fees, with any Affiliate (other than the Borrower or any Subsidiary) unless such transaction is (a) otherwise permitted under this
Agreement, (b) upon fair and reasonable terms and conditions substantially as favorable to the Borrower or such Subsidiary as it
would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, and (c) in the ordinary course
of business of the relevant subsidiary.


 


7.10 Sales
and Leasebacks. Enter into any arrangement with any Person
providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such
Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security
of such property or rental obligations of such Group Member unless such arrangement is permitted under Section 7.2(e).


 


7.11 Swap
Agreements. Enter into any Swap Agreement, except (a)
Swap Agreements entered into, or guaranteed, to hedge or mitigate risks, including currency risks, or potential Capital Stock dilution
to which the Borrower or any Subsidiary has actual exposure and (b) Swap Agreements entered into, or guaranteed, in order to effectively
fix, cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise)
with respect to any interest-bearing liability, currency liability, Capital Stock values or investment of the Borrower or any Subsidiary.


 


7.12 Changes
in Fiscal Periods. Permit the fiscal year of the Borrower
to end on a day other than December 31 or change the Borrower’s method of determining fiscal quarters, provided, however,
that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably
acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized
by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.


 


7.13 Negative
Pledge Clauses. Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any
Lien securing the Obligations upon any of its property or revenues, whether now owned or hereafter acquired, other than:


 


(a) this Agreement and the other Loan
Documents;


 


(b) any restrictions imposed by any agreements
governing any secured Indebtedness (including any purchase money Liens or Capital Lease Obligations) otherwise permitted hereby
(in which case, any prohibition or limitation shall only be effective against the assets financed thereby);


 


(c) any restrictions imposed by agreements
governing a Disposition permitted under Section 7.5, provided that such prohibition or limitation relates solely to property
to be disposed of;


 


(d) customary restrictions in leases,
subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject
thereto;


 


(e) customary provisions restricting subletting
or assignment of any lease governing a leasehold interest;


 


(f) customary provisions restricting assignment
of any agreement entered into in the ordinary course of business;



    	 



    		57



    


(g) any restrictions imposed by Requirement
of Law;


 


(h) customary provisions in joint venture
agreements or similar agreements or the organizational documents of Subsidiaries that are not Wholly Owned Subsidiaries; and


 


(i) any agreement in effect at the time
a Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming
a Subsidiary.


 


7.14 Clauses
Restricting Subsidiary Distributions. Enter into or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments
in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary
of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or
(c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions
existing under or by reason of (i) applicable law, (ii) any restrictions existing under the Loan Documents, (iii) any restrictions
with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of
all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) any restrictions governing a Disposition permitted
under Section 7.5, provided that such restriction relates solely to property to be disposed of, (v) any restrictions in
existence at the time of any acquisition consummated in accordance with Section 7.8(i), (vi) customary provisions restricting assignment
of any agreement entered into in the ordinary course of business, (vii) customary provisions in joint venture agreements or similar
agreements or the organizational documents of Subsidiaries that are not Wholly Owned Subsidiaries, and (viii) any agreements governing
purchase money Indebtedness or Capital Lease Obligations permitted hereby.


 


SECTION
8. EVENTS OF DEFAULT


 


8.1 Events
of Default. If any of the following events shall occur
and be continuing:


 


(a) the Borrower shall fail to pay any
principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay
any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within
five days after any such interest or other amount becomes due in accordance with the terms hereof; or


 


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


 


(c) any Loan Party shall default in the
observance or performance of any agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect to the Borrower only),
Section 6.7(a) or Section 7 of this Agreement; or


 


(d) any Loan Party shall default in the
observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided
in





    	 



    		58



    


paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice
to the Borrower from the Administrative Agent or the Required Lenders; or


 


(e) (i) any Group Member shall (A) default
in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the
scheduled or original due date with respect thereto; or (B) default in making any payment of any interest on any such Indebtedness
beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii)
any party other than the Borrower to any Indebtedness accelerates the maturity of any amount owing in respect thereof as a result
of a default with respect to such Indebtedness, other than secured Indebtedness permitted by Section 7.2 that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such Indebtedness; provided, that a default,
event or condition described in clause (i) or (ii) of this paragraph (e) shall not at any time constitute an Event of Default unless,
at such time, one or more defaults, events or conditions of the type described in clauses (i) or (ii) of this paragraph (e) shall
have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate
$20,000,000; or


 


(f) (i) the Borrower or any Material Subsidiary
shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect
to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Material
Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower
or any Material Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in
the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for
a period of 60 days; or (iii) there shall be commenced against the Borrower or any Material Subsidiary any case, proceeding or
other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial
part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed
or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any Material Subsidiary shall take any
action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) any the Borrower or any Material Subsidiary shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as they become due; or


 


(g) (i) any Person shall engage in any
“prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code, and not exempt under Section
408 of ERISA and the regulations thereunder) involving any Plan, (ii) any failure to meet the minimum funding standards (as defined
in Section 412 of the Code and Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in
favor of the PBGC or a Plan shall arise on the assets of any Group Member or any Commonly Controlled Entity, (iii) a Reportable
Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed,
to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of
a trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA, or any Single Employer Plan shall
terminate for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall be determined to be in “at risk” status
(with the meaning of Section 430 of the Code or Section 303 of ERISA), or (v) any Group Member or any Commonly Controlled Entity
shall incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
determination that such Multiemployer Plan is in “endangered” or “critical” status (within the





    	 



    		59



    



meaning
of Section 432 of the Code or Section 305 of ERISA); and in each case in clauses (i) through (v) above, such event or condition
could reasonably be expected to have a Material Adverse Effect; or


 


(h) one or more judgments or decrees shall
be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance as to which
the relevant insurance company has acknowledged coverage) of $20,000,000 or more, and all such judgments or decrees shall not have
been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or


 


(i) the guarantee contained in Section
2 of the Guarantee shall cease, for any reason (other than in accordance with Section 10.14 hereof), to be in full force and effect
or any Loan Party or any Affiliate of any Loan Party shall so assert; or


 


(j) any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial
owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 40% of the
outstanding common stock of the Borrower;


 


then, and in any such event, (A) if such event is an Event of
Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall
immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other
Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit
shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any
other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower
declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate;
and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries
of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith,
whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment
for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit
in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount
of such Letters of Credit and all such amounts deposited shall be applied to reduce the outstanding L/C Obligations. Amounts held
in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters
of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any,
shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters
of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations
of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral
account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.



    	 



    		60



    


SECTION
9. THE AGENTS


 


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


 


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


 


9.3 Exculpatory
Provisions. Neither any Agent nor any of their respective
officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken
or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the
extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted
from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders
for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement
or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received
by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a
party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement
or any other Loan Document, or to inspect the properties, books or records of any Loan Party.


 


9.4 Reliance
by Administrative Agent. The Administrative Agent shall be entitled
to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, email message, statement, order or other document or conversation believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel
to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may
deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence
of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so
specified by this




    	 



    		61



    



Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Loans.


 


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


 


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


 


9.7 Indemnification. The Lenders agree to indemnify each Agent
in its capacity as such and its officers, directors, employees, affiliates, agents, advisors, and controlling persons (each an
“Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification
is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated
and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to
such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed
on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement,
any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that




    	 



    		62



    



are found by final and nonappealable decision of a court of competent jurisdiction
to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall
survive the termination of the Agreement and payment of the Loans and all other amounts payable hereunder.


 


9.8 Agent
in Its Individual Capacity. Each Agent and its affiliates may make
loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an
Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it,
each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise
the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent
in its individual capacity.


 


9.9 Successor
Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative
Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor
agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect
to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent,
and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and
the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other
or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of
the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring
Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon
become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time,
if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s
resignation as Administrative Agent, the provisions of this Section 9 and Section 10.5 shall continue to inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.


 


9.10 Co-Syndication
Agents and Co-Documentation Agents. The Co-Syndication Agents and Co-Documentation
Agents shall have no duties or responsibilities hereunder in their capacity as such.


 


SECTION
10. MISCELLANEOUS


 


10.1 Amendments
and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of
this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent
of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan
Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent,
as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any
Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement
or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled
date of any amortization payment in respect of any Term




    	 



    		63



    



Loan, reduce the stated rate of any interest or fee payable hereunder (except
(x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective
with the consent of the Majority Facility Lenders of each adversely affected Facility) and (y) that any amendment or modification
of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or
fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lender’s Revolving Commitment, in each case without the written consent of each Lender directly affected
thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender;
(iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower
of any of its rights and obligations under this Agreement and the other Loan Documents, release or limit any Subsidiary Guarantor
that is a Material Subsidiary from its obligations under the Guarantee (other than pursuant to Section 10.14 hereof), in each case
without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 2.15 without the written consent
of all Lenders under each Facility adversely affected thereby; (v) reduce the amount of Net Cash Proceeds required to be applied
to prepay Loans under this Agreement without the written consent of the Majority Facility Lenders with respect to each Facility;
(vi) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written
consent of all Lenders under such Facility; (vii) amend, modify or waive any provision of Section 9 or any other provision of any
Loan Document that affects the Administrative Agent without the written consent of the Administrative Agent; (viii) amend, modify
or waive any provision of Section 3 without the written consent of the Issuing Lender or (ix) amend, modify or waive any provision
of Section 2.21 without the written consent of the Issuing Lender and the Administrative Agent. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders,
the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent
or other Default or Event of Default, or impair any right consequent thereon.


 


Notwithstanding this Section 10.1, the Commitments
of any Defaulting Lender shall be disregarded for all purposes of any determination of whether the Required Lenders have taken
or may take any action hereunder (including any consent to any waiver, amendment, supplement or modification pursuant to this Section
10.1); provided that any waiver, amendment, supplement or modification of the type described in clause (i) of this Section
10.1 shall require the consent of any Defaulting Lender.


 


Notwithstanding the foregoing, this Agreement
may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower
(a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time
outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement
and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders
and Majority Facility Lenders.


 


10.2 Notices. All notices, requests and demands to or
upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in
the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Borrower
and the Administrative Agent, and as set forth in an administrative




    	 



    		64



    



questionnaire delivered to the Administrative Agent in the
case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:


 


	 	Borrower:	Gartner, Inc.

56 Top Gallant Road

Stamford, CT 06904
	 	 	Attention: General Counsel
	 	 	Facsimile: (203) 316-6245
	 	 	Telephone:  (203) 316-6311
	 	 	 
	 	with a copy to:	Gartner, Inc.

56 Top Gallant Road

Stamford, CT 06904
	 	 	Attention: Chief Financial Officer
	 	 	Facsimile: (866) 785-2981
	 	 	Telephone: (203) 316-6876
	 	 	 
	 	Administrative Agent:	JPMorgan Chase Bank, N.A.

JPMorgan Loan Services

10 South Dearborn,

Chicago, IL 60603 
	 	 	Attention: Leonida Mischke
	 	 	Facsimile: 888-266-8058
	 	 	Telephone: 312-385-7055
	 	 	 
	 	with a copy to:	JPMorgan Chase Bank, N.A.

Two Corporate Drive, Suite 730

Shelton, CT 06484

Attention: Scott Farquhar

Facsimile: 203-944-8495;



 


provided that any notice, request or demand to or upon
the Administrative Agent or the Lenders shall not be effective until received.


 


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 Borrower 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.


 


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




    	 



    		65



    





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


 


10.5 Payment
of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its out-of-pocket
costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement
or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the
reasonable and documented fees and disbursements of counsel to the Administrative Agent and filing and recording fees and
expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the
case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic
basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent
for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any such other documents, including the reasonable and documented fees and
disbursements of counsel to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each
Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or
determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect
of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender
and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling
persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents
and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to any Group Member including with respect to any
property at any time owned, leased, or used by any Group Member, or any orders, requirements or demands of Governmental
Authorities related thereto, and the reasonable fees and expenses of legal counsel in connection with claims, actions or
proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d),
collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower
agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to
waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws,
that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be
payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section
10.5 shall be submitted to the Borrower at the address set forth in Section 10.2, or to such other Person or address as may
be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5
shall survive repayment of the Loans and all other amounts payable hereunder.





    	 



    		66



    

10.6 Successors and Assigns;
Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender
that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section.


 


(b) (i) Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing
to it) with the prior written consent of:


 


(A) the Borrower (such consent not to
be unreasonably withheld or delayed), provided that no consent of the Borrower shall be required for an assignment to a
Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 8.1(a) or (f) has
occurred and is continuing, any other Person;


 


(B) the Administrative Agent (such consent
not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for
an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C) the Issuing Lender (such consent
not to be unreasonably withheld), provided that no consent of the Issuing Lender shall be required for an assignment of
all or any portion of a Term Loan.


 


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


 


(A) except in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s
Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $5,000,000 (or, in the case of the Term Facility, $1,000,000) unless each
of the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrower shall
be required if an Event of Default under Section 8.1(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated
in respect of each Lender and its Affiliates or Approved Funds, if any;


 


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


 


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


 


For the purposes of this Section 10.6, “Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a



    	 



    		67



    
 Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


(iii) Subject to acceptance and recording thereof
pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights
and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 10.5). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of
this Section.


 


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


 


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


 


(c) (i) Any Lender may, without the consent of
the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the
Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve
any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly
affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled
to the benefits of, and subject to the limitations of, Sections 2.16, 2.17 and 2.18 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of 



    	 



    		68



    
Section 10.7(b) as though it were a Lender, provided such Participant shall be subject
to Section 10.7(a) as though it were a Lender. Each Lender that sells a participation, acting solely for this purpose as an agent
of the Borrower, shall maintain a register on which it enters the name and address of each Participant and the principal amounts
(and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest
in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure
is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender,
each Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant
to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.


 


(ii) A Participant shall not be entitled to receive
any greater payment under Section 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s
prior written consent. No Participant shall be entitled to the benefits of Section 2.17 unless such Participant complies with Section
2.17(d), (e) and (f) as if it were a Lender.


 


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


 


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


 


(f) Notwithstanding the foregoing, any Conduit
Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower
or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b). Each of the Borrower, each Lender
and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting
against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy
or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such
Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such
a proceeding against such Conduit Lender during such period of forbearance.


 


10.7 Adjustments;
Set-off. (a) Except to the extent that this Agreement expressly
provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefitted
Lender”) shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable
pursuant to Section 8, receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section
8.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in
respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for 



    	 



    		69



    
cash from the other Lenders a
participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders
with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without interest.


 


(b) In addition to any rights and remedies of
the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, upon the occurrence and during the Continuance of an Event of
Default, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional
or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect,
absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for
the credit or the account of the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Administrative
Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not
affect the validity of such setoff and application.


 


10.8 Counterparts. This
Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature
page of this Agreement by facsimile transmission or via email attachment shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the
Borrower and the Administrative Agent.


 


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


 


10.10 Integration. This Agreement and the other Loan Documents represent
the entire agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof,
and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.


 


10.11 GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


10.12 Submission
To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally:


 


(a) submits for itself and its property in any
legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York,
the courts of the United States for the Southern District of New York, and appellate courts from any thereof;





    	 



    		70



    

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


 


(c) agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to the Borrower, as the case may be at its address set forth in Section 10.2 or at such other address
of which the Administrative Agent shall have been notified pursuant thereto;


 


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


 


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


 


10.13 Acknowledgements. The Borrower hereby acknowledges that:


 


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


 


(b) neither the Administrative Agent nor any
other Credit Party has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between Administrative Agent and the other Credit Parties, on one hand,
and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;


 


(c) the Loan Parties are capable of evaluating
and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated
by this Agreement and the other Loan Documents;


 


(d) the Loan Parties have been advised that the
Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’
interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Loan Parties;


 


(e) the Loan Parties have consulted their own
legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution
and delivery of this Agreement and the other Loan Documents;


 


(f) each Credit Party has been, is, and will
be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been,
is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their affiliates or any other Person;


 


(g) none of the Credit Parties has any obligation
to the Loan Parties or their affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents
except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit
Party and the Loan Parties or any such affiliate; and





    	 



    		71



    

no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or between the Borrower
and the Credit Parties.


 


10.14 Releases
of Guarantees. (a) Notwithstanding anything to the contrary contained
herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement
of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower
having the effect of releasing any guarantee obligations (i) to the extent necessary to permit consummation of any transaction
not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances
described in paragraph (b) below.


 


(b) At such time as the Loans, the Reimbursement
Obligations and the other obligations under the Loan Documents (including obligations under or in respect of Specified Swap Agreements)
shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Guarantee
and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party
under the Guarantee shall terminate, all without delivery of any instrument or performance of any act by any Person.


 


10.15 Confidentiality. Each of the Administrative Agent and each Lender agrees
to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant
to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent or any Lender
from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate thereof, (b) subject to
an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty
to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants
and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority,
(e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement
of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly
disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized
rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued
with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document.


 


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 Borrower 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 Borrower 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 Borrower and its
Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to the Borrower 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.






    	 



    		72



    

10.16 WAIVERS
OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


10.17 USA
PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant
to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address
of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.


 


10.18 Keepwell. The Borrower absolutely, unconditionally, and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its
obligations under the Guarantee in respect of any Swap Obligation. The obligations of the Borrower under this Section 10.18 shall
remain in full force and effect until all the Borrower Obligations (as defined in the Guarantee) and the obligations of each Guarantor
under Section 2 of the Guarantee shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the
Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may
be free from any Borrower Obligations (as defined in the Guarantee). The Borrower intends that this Section 10.18 constitute, and
this Section 10.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each
other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.





    	 



    	



    


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


 


	 	GARTNER, INC.
	 	 
	 	By:	 
	 		Name:
	 		Title:


 


Signature page to the Gartner, Inc. Credit Agreement






    	 



    	



    


	 	JPMORGAN CHASE BANK, N.A., as Administrative 
 Agent and as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signature page to the Gartner, Inc. Credit Agreement






    	 



    	



    


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Co-Syndication Agent and as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signature page to the Gartner, Inc. Credit Agreement






    	 



    	



    


	 	RBS CITIZENS, N.A., as Co-Syndication Agent and as 
 a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signature page to the Gartner, Inc. Credit Agreement






    	 



    	



    


	 	[Name of Co-Documentation Agent], as Co-
 Documentation Agent and as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signature page to the Gartner, Inc. Credit
Agreement




    	 



    	



    


	 	[Name of Lender], as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signature page to the Gartner, Inc. Credit
Agreement